[logo] M F S(R) INVESTMENT MANAGEMENT MFS(R) MULTIMARKET INCOME TRUST SEMIANNUAL REPORT o APRIL 30, 2002 TABLE OF CONTENTS Letter from the Chairman .................................................. 1 Management Review and Outlook ............................................. 4 Performance Summary ....................................................... 8 Portfolio of Investments .................................................. 10 Financial Statements ...................................................... 22 Notes to Financial Statements ............................................. 26 Trustees and Officers ..................................................... 33 ------------------------------------------------------------------------------- MFS(R) PRIVACY POLICY At MFS(R), we are committed to protecting your privacy. On behalf of the MFS Family of Funds(R), the MFS(R) Institutional Trusts, the Vertex(SM) Funds, Massachusetts Financial Services Company, and certain affiliates(1) (collectively, "MFS," "we," "us" or "our"), this privacy policy outlines certain of our policies designed to maintain the privacy of your nonpublic personal information. Nonpublic personal information includes much of the information you provide to us and the related information about you and your transactions involving your MFS investment product or service. Examples of nonpublic personal information include the information you provide on new account applications for MFS investment products or services, your share balance or transactional history, and the fact that you are a customer of MFS. We may collect nonpublic personal information about you from the following sources: o information we receive from you on applications or other forms o information about your transactions with us, our affiliates, or others, and o information we receive from a consumer reporting agency We do not disclose any nonpublic personal information about our customers or former customers to anyone except as permitted by law. We may disclose all of the information we collect, as described above, to companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing arrangements. We restrict access to nonpublic personal information about you to personnel who are necessary or appropriate to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Our privacy policy applies only to individual MFS investors who have a direct relationship with us. If you own MFS products or receive MFS investment services in the name of a third-party broker-dealer, bank, investment adviser or other financial service provider, that third-party's privacy policies may apply to you and our privacy policy may not. If you have any questions with respect to MFS' privacy policy, please call 1-800-225-2606 any business day between 8 a.m. and 8 p.m. Eastern time. (1) MFS Institutional Advisors, Inc., Vertex Investment Management, Inc., MFS Original Research Advisors, LLC, MFS Original Research Partners, LLC, and MFS(R) Heritage Trust Company(SM). -------------------------------------------------------------------------------- NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY -------------------------------------------------------------------------------- LETTER FROM THE CHAIRMAN [Photo of Jeffrey L. Shames] Jeffrey L. Shames Dear Shareholders, Despite a fourth-quarter rally in 2001, the market volatility we witnessed over the past two years has continued into 2002. As I write this in mid-May, many U.S. equity indices have retreated since December; bond performance has been decidedly mixed year to date; and many international equity indices have outperformed the U.S. market this year. Federal Reserve Board (Fed) Chairman Alan Greenspan has declared that, in fact, the recession is over, and many financial experts have agreed with him. We think the questions on many investors' minds are: o Is the recession genuinely over? o If it is, should I change my portfolio to prepare for a recovery? THE WORST SEEMS TO BE OVER According to many economists, the recession is technically over. We are beginning to see growth again in the U.S. economy and in economies around the globe. But we would qualify that with a caution that the exciting growth rates of the 1990s are not coming back any time soon. Our view of the situation is that corporate profits still look weak, despite the recession being over. We think the markets may be bumping along the bottom for a bit longer before a recovery gathers steam. Firms in many industries are still dogged by excess capacity built up in the 1990s, and we think that may slow the growth of corporate profits for a while longer. Our analysts and fund managers talk frequently with corporate managements; a common theme they have seen lately is a wait-and-see attitude. Corporations are postponing spending decisions until their own business improves. SHOULD I CHANGE MY PORTFOLIO? Should you be adjusting your portfolio to anticipate an eventual recovery? This is a question best discussed with your investment professional. However, we would contend that changing one's portfolio in response to short-term events, known as market timing, is a strategy that few investors have been able to execute successfully over the long term. Our experience has been that a long-term financial plan, developed with the help of an investment professional, may offer a better chance of riding out economic cycles and working toward your long-term investment goals. Recent events, we think, offer evidence to support that view. For example, two traditional elements of a long-term financial plan are setting reasonable expectations and diversifying among asset classes -- such as growth stocks, value stocks, and bonds. In the late 1990s, it was tempting to raise our long-term expectations as we experienced several years of over-20% growth in equity markets. News stories often suggested this was the new norm, declaring that a "new economy" had vanquished the "old economy" -- and its historical average annual returns that had been closer to 10% for stocks. Adjusting one's financial plan to agree with that view, however, could have proven disastrous over the past few years. Yes, the Standard & Poor's 500 Stock Index (the S&P 500), a commonly used measure of the broad stock market, returned an average of 28.6% per year for the years 1995 through 1999. But the same index returned -10.5% annually for the years 2000 through 2001.(1) A look at history might have prepared an investor for more realistic long-term returns. For example, for the 50-year period ended March 31, 2002, which includes the up and down periods just mentioned, the average annual return for the S&P 500 was 11.9%.(2) In addition to unrealistic expectations, another investment trap of the 1990s was believing that growth stocks would always reign supreme. A financial plan that included a range of asset classes, however -- recognizing that individual asset classes frequently go in and out of favor -- could have helped an investor over the past two difficult years, when both bonds and value stocks significantly outperformed growth stocks.(3) We should, however, note that if your personal situation or financial goals change, your financial plan may need to change as well. For that reason, we suggest that you and your investment professional revisit your long-term plan regularly to assess your progress and make course corrections as necessary. DEJA VU The points we've just made, of course, are familiar to most investors. As baseball great Yogi Berra said, "This is like deja vu all over again." What's new, however, is the historical context that validates the old familiar strategies. This spring marks the second anniversary of the start of a severe market downturn that generally is recognized as the worst time for investors since the 1970s. But the downturn also demonstrated, in our opinion, that short-term events are significantly less important for investors than tried-and-true strategies, including sticking to a long-term plan, setting realistic expectations, and diversifying among asset classes. As always, we appreciate your confidence in MFS and welcome any questions or comments you may have. Respectfully, /s/ Jeffrey L. Shames Jeffrey L. Shames Chairman and Chief Executive Officer MFS Investment Management(R) May 15, 2002 (1) Source: Lipper Inc. (2) Source: Weisenberger. (3) For the two-year period ended March 31, 2002, bonds, as represented by the Lehman Brothers Aggregate Bond Index, delivered an average annual return of 8.88%; value stocks, as represented by the Russell 1000 Value Index, delivered an average annual return of 2.31%; and growth stocks, as represented by the Russell 1000 Growth Index, delivered an average annual return of -25.08%. Source: Lipper Inc. The Lehman Brothers Aggregate Bond Index is unmanaged and is composed of all publicly issued obligations of the U.S. Treasury and government agencies, all corporate debt guaranteed by the U.S. government, all fixed- rate nonconvertible investment-grade domestic corporate debt, and all fixed-rate securities backed by mortgage pools of the Government National Mortgage Association (GNMA), the Federal Home Loan Mortgage Corporation (FHLMC), and the Federal National Mortgage Association (FNMA). The Russell 1000 Value Index measures the performance of large-cap U.S. value stocks. The Russell 1000 Growth Index measures the performance of large-cap U.S. growth stocks. The opinions expressed in this letter are those of MFS, and no forecasts can be guaranteed. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. It is not possible to invest directly in an index. MANAGEMENT REVIEW AND OUTLOOK [Photo of Peter C. Vaream] Peter C. Vaream Dear Shareholders, For the six months ended April 30, 2002, the trust provided a total return of 4.45% based on its beginning and ending stock market prices and assuming the reinvestment of any distributions paid during the period. The trust's total return based on its net asset value (NAV) was 0.46%. The trust's results compare to returns over the same period for the following benchmarks: -2.19% for the J.P. Morgan Non-Dollar Government Bond Index (the Morgan Index), -4.09% for the Lehman Brothers Government Bond Index, and -6.64% for the Lehman Brothers High Yield Bond Index. The Morgan Index is an unmanaged aggregate of actively traded government bonds issued by 12 countries (excluding the United States) with remaining maturities of at least one year. The Lehman Brothers Government Bond Index is unmanaged and is composed of all publicly issued debt obligations of the U.S. Treasury, U.S. government agencies, quasi-federal corporations, and corporate debt guaranteed by the U.S. government. The Lehman Brothers High Yield Bond Index includes all fixed- income securities having a maximum quality rating from Moody's Investors Service of "Ba1," a minimum amount outstanding of $150 million, and at least one year to maturity. At the beginning of the period, we saw short-term interest rates fall to 40-year lows. This followed the Federal Reserve Board's (the Fed's) series of interest rate cuts designed to avoid recession. After the tragic events of September 11, the Fed stepped in again to steady the global financial markets and moderate the severity of the downturn. With interest rates so low, bond yields initially moved lower and their prices higher. However, toward the end of the year, interest rates and bond yields grew more volatile, based on changing sentiment regarding the strength of the economy and the future direction of interest rates. Although the last six months have been challenging for the fixed-income markets, the trust performed well against its benchmarks. Mortgages and government agency securities contributed positively to performance over the period. We believe that mortgages will continue to perform well, now that there has been upward pressure on interest rates and homeowner refinancings and prepayments were less prevalent. Prepayments occur when homeowners refinance their mortgages, causing the mortgage pools that make up the securities to prepay. Investors generally dislike prepayments because they potentially force them to reinvest at lower interest rates. In our opinion, we have been experiencing an environment in which investors were more risk averse and were seeking higher-quality investment options. Both mortgages and the agency market benefited from this trend. Our high-grade and high-yield corporate exposure was a plus for performance. During the period, we selectively increased our allocation of high-grade corporate bonds, favoring companies with very positive fundamentals, particularly those that were paying down debt and had the chance for an upgrade. On the high-yield side, our investments in the manufacturing sector helped performance, while some of our high-yield securities in the cable industry underperformed. There has been a heightened awareness of the need for corporate governance and this trend has impacted those companies who have not been as diligent as others. Abroad, we continued to favor bonds offered by the dollar-bloc countries, due to their more stable economies. These holdings contributed positively to performance and included the United States and Canada. Emerging market bonds also were strong performers over the period, particularly those from Russia, Mexico and Panama. Emerging market countries such as these have shown greater fiscal discipline and their economies have not shown as significant a decline as the U.S. Over the past six months, we primarily owned shorter-maturity securities which performed well, given how steep the yield curve -- a representation of the difference between short- and long-term rates -- had become and the better performance of shorter maturities. Going forward, we expect the opposite to occur. As anticipation of a Fed interest rate hike begins to be a factor, we see longer maturities outperforming. We will adjust the portfolio accordingly, repositioning our holdings to longer maturities to try to take advantage of this shift. In our opinion, the economic recovery will be sluggish and therefore we anticipate that our strategy will be to remain well diversified in this environment. We plan to grow our mortgage-backed and agency holdings, on an opportunistic basis as valuations become attractive. We also plan to continue to invest in a good balance of high-grade and high-yield corporate bonds. We think large manufacturing companies will perform well, now that the U.S. economy has begun to show signs of strengthening. In an uncertain corporate environment, we will continue to remain focused on bottom-up security selection. In addition, we expect to trim our emerging market exposure a bit, favoring European over U.S. Treasuries. (Principal value and interest on Treasury securities are guaranteed by the U.S. government if held to maturity.) We would argue that investor expectation of a rate hike has already been factored into the bond market. Therefore, while rates in general remain difficult to predict and could drift higher, we do not foresee a Fed rate hike having a big negative effect on the bond market, particularly in such a low inflation environment. Respectfully, /s/ Peter C. Vaream Peter C. Vaream Portfolio Manager Note to Shareholders: Effective March 18, 2002, Peter C. Vaream became portfolio manager of the trust. The opinions expressed in this report are those of MFS and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based on market and other conditions, and no forecasts can be guaranteed. It is not possible to invest directly in an index. The portfolio is actively managed, and current holdings may be different. ADDRESS CHANGE Please use our new mailing address, effective immediately. State Street Bank and Trust Company c/o MFS Service Center, Inc. P.O. Box 55024 Boston, MA 02205-5024 ------------------------------------------------------------------------------- PORTFOLIO MANAGER'S PROFILE ------------------------------------------------------------------------------- PETER C. VAREAM IS VICE PRESIDENT OF MFS INVESTMENT MANAGEMENT(R) (MFS(R)) AND MANAGES THE INVESTMENT-GRADE BOND, GOVERNMENT SECURITIES AND GLOBAL GOVERNMENTS PORTFOLIOS OF OUR MUTUAL FUNDS, VARIABLE ANNUITIES AND INSTITUTIONAL ACCOUNTS. HE IS A MEMBER OF THE MFS FIXED INCOME STRATEGY GROUP. PETER JOINED MFS IN 1992 AND BECAME A PORTFOLIO MANAGER IN 1993. PREVIOUSLY, HE WAS VICE PRESIDENT IN THE FIXED INCOME DEPARTMENT AT THE FIRST BOSTON CORP. FROM 1986 TO 1992. PRIOR TO THAT, HE SERVED AS A CORPORATE FINANCIAL ANALYST. PETER EARNED A BACHELOR'S DEGREE IN FINANCE FROM NEW YORK UNIVERSITY. HE IS A MEMBER OF THE LEHMAN BROTHERS INDEX ADVISORY COUNCIL. ALL PORTFOLIO MANAGERS AT MFS ARE SUPPORTED BY AN INVESTMENT STAFF OF OVER 160 PROFESSIONALS UTILIZING MFS ORIGINAL RESEARCH(R), A GLOBAL, COMPANY-ORIENTED, BOTTOM-UP PROCESS OF SELECTING SECURITIES. ------------------------------------------------------------------------------- In accordance with Section 23(c) of the Investment Company Act of 1940, the trust hereby gives notice that it may from time to time repurchase shares of the trust in the open market at the option of the Board of Trustees and on such terms as the Trustees shall determine. OBJECTIVE: To provide a high level of current income through investments in fixed-income securities. NEW YORK STOCK EXCHANGE SYMBOL: MMT ------------------------------------------------------------------------------- PERFORMANCE SUMMARY ------------------------------------------------------------------------------- (For the six months ended April 30, 2002) NET ASSET VALUE PER SHARE October 31, 2001 $6.60 April 30, 2002 $6.39 NEW YORK STOCK EXCHANGE PRICE October 31, 2001 $6.06 April 24, 2002 (high)* $6.21 December 17, 2001 (low)* $5.66 April 30, 2002 $6.10 *For the six months ended November 1, 2001, through April 30, 2002 ------------------------------------------------------------------------------- RISK CONSIDERATIONS Government guarantees apply to underlying securities only and not to prices and yields of the portfolio. As a nondiversified portfolio, the portfolio invests in a limited number of companies and may have more risk because a change in one security's value may have a more significant effect on the portfolio's net asset value. An investment in the portfolio is not a complete investment program. Investments in foreign securities may be unfavorably affected by interest-rate and currency-exchange-rate changes, as well as by market, economic, and political conditions of the countries where investments are made. There may be greater returns but also greater risk than with U.S. investments. Investments in lower-rated securities may provide greater returns but may have greater-than-average risk. The portfolio may invest in derivative securities, which may include futures and options. These types of instruments can increase price fluctuation. These risks may increase share price volatility. See the prospectus for details. NUMBER OF SHAREHOLDERS As of April 30, 2002, our records indicate that there are 10,473 registered shareholders and approximately 44,500 shareholders owning trust shares in "street" name, such as through brokers, banks, and other financial intermediaries. If you are a "street" name shareholder and wish to directly receive our reports, which contain important information about the trust, please write or call: State Street Bank and Trust Company P.O. Box 8200 Boston, MA 02266-8200 1-800-637-2304 DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN MFS offers a Dividend Reinvestment and Cash Purchase Plan that allows you to reinvest either all of the distributions paid by the trust or only the long- term capital gains. Purchases are made at the market price unless that price exceeds the net asset value (the shares are trading at a premium). If the shares are trading at a premium, purchases will be made at a discounted price of either the net asset value or 95% of the market price, whichever is greater. Twice each year you can also buy shares. Investments from $100 to $2,500 can be made in January and July on the 15th of the month or shortly thereafter. If your shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the plan on your behalf. If the nominee does not offer the plan, you may wish to request that your shares be re-registered in your own name so that you can participate. There is no service charge to reinvest distributions, nor are there brokerage charges for shares issued directly by the trust. However, when shares are bought on the New York Stock Exchange or otherwise on the open market, each participant pays a pro rata share of the commissions. The automatic reinvestment of distributions does not relieve you of any income tax that may be payable (or required to be withheld) on the distributions. To enroll in or withdraw from the plan, or if you have any questions, call 1-800-637-2304 any business day from 8 a.m. to 8 p.m. Eastern time. Please have available the name of the trust and your account and Social Security numbers. For certain types of registrations, such as corporate accounts, instructions must be submitted in writing. Please call for additional details. When you withdraw, you can receive the value of the reinvested shares in one of two ways: a check for the value of the full and fractional shares, or a certificate for the full shares and a check for the fractional shares. PORTFOLIO OF INVESTMENTS (Unaudited) -- April 30, 2002 Bonds - 89.6% --------------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT ISSUER (000 OMITTED) VALUE --------------------------------------------------------------------------------------------------------------- U.S. Bonds - 64.9% Advertising & Broadcasting - 3.4% Allbritton Communications Co., 9.75s, 2007 $ 1,005 $ 1,057,763 Chancellor Media Corp., 8.125s, 2007 3,625 3,756,406 Chancellor Media Corp., 8.75s, 2007 1,000 1,043,750 Clear Channel Communications, 6.5s, 2005 275 242,629 Echostar DBS Corp., 9.375s, 2009 2,425 2,528,062 Fox/Liberty Networks LLC, Inc., 8.875s, 2007 2,450 2,523,500 Granite Broadcasting Corp., 10.375s, 2005 1,221 1,166,055 LIN Holdings Corp., 0s to 2003, 10s, 2008 1,500 1,387,500 Paxson Communications Corp., 0s to 2006, 12.25s, 2009## 2,275 1,689,187 Young Broadcasting, Inc., 8.5s, 2008## 2,750 2,860,000 ------------ $ 18,254,852 --------------------------------------------------------------------------------------------------------------- Aerospace - 0.1% Argo-Tech Corp., 8.625s, 2007 $ 165 $ 153,450 K & F Industries, Inc., 9.25s, 2007 200 206,000 ------------ $ 359,450 --------------------------------------------------------------------------------------------------------------- Apparel & Textiles - 0.1% Westpoint Stevens, Inc., 7.875s, 2008 $ 1,225 $ 747,250 --------------------------------------------------------------------------------------------------------------- Automotive Hayes Wheels International, Inc., 9.125s, 2007 (In default) $ 2,100 $ 170,625 --------------------------------------------------------------------------------------------------------------- Banks & Credit Cos. - 2.9% Bank of America Corp., 7.4s, 2011 $ 4,932 $ 5,305,155 Credit Suisse First Boston Corp., 6.5s, 2012 1,882 1,851,399 DBS Capital Funding Corp., 7.657s, 2049## 2,303 2,372,249 GS Escrow Corp., 7s, 2003 5,210 5,282,669 Kindercare Learning Centers, Inc., 9.5s, 2009 350 346,500 SG Capital Trust I, 7.875s, 2049 300 296,040 ------------ $ 15,454,012 --------------------------------------------------------------------------------------------------------------- Building - 1.2% AAF-McQuay, Inc., 8.875s, 2003 $ 1,925 $ 1,925,000 American Standard, Inc., 7.375s, 2008 1,050 1,067,062 Building Materials Corp., 8s, 2007 1,100 914,375 CRH America Inc., 6.95s, 2012 1,208 1,244,639 Nortek, Inc., 8.875s, 2008 1,215 1,233,225 Nortek, Inc., 9.25s, 2007 125 127,969 ------------ $ 6,512,270 --------------------------------------------------------------------------------------------------------------- Business Services - 0.8% Iron Mountain, Inc., 8.75s, 2009 $ 1,600 $ 1,648,000 Williams Scotsman, Inc., 9.875s, 2007 2,725 2,772,687 ------------ $ 4,420,687 --------------------------------------------------------------------------------------------------------------- Chemicals - 0.5% Huntsman ICI Holdings LLC, 10.125s, 2009 $ 1,025 $ 921,219 Lyondell Chemical Co., 9.875s, 2007 1,060 1,049,400 Lyondell Chemical Co., 10.875s, 2009 525 496,125 ------------ $ 2,466,744 --------------------------------------------------------------------------------------------------------------- Construction Services - 0.5% DR Horton, Inc., 8s, 2009 $ 2,665 $ 2,638,350 --------------------------------------------------------------------------------------------------------------- Consumer Goods & Services - 0.1% Samsonite Corp., 10.75s, 2008 $ 740 $ 592,000 --------------------------------------------------------------------------------------------------------------- Containers - 0.4% Ball Corp., 7.75s, 2006 $ 500 $ 517,500 Silgan Holdings, Inc., 9s, 2009 1,500 1,558,125 ------------ $ 2,075,625 --------------------------------------------------------------------------------------------------------------- Corporate Asset-Backed - 6.4% Airplane Pass-Through Trust, 10.875s, 2019 $ 247 $ 99,506 Commercial Mortgage Acceptance Corp., 5.44s, 2030 8,000 5,843,122 Commercial Mortgage Asset Trust, 6.25s, 2013## 3,500 2,494,980 Continental Airlines Pass-Through Trust, Inc., 6.545s, 2020 2,472 2,367,248 DLJ Mortgage Acceptance Corp., 8s, 2003 5,750 5,787,086 GMAC Commercial Mortgage Security, Inc., 6.02s, 2033 5,800 4,435,188 Morgan Stanley Capital, Inc., 7.666s, 2039 5,560 4,823,560 Mortgage Capital Funding, Inc., 7.214s, 2007 2,250 1,975,669 TIAA Retail Commercial Mortgage Trust, 7.17s, 2032## 6,284 6,614,229 ------------ $ 34,440,588 --------------------------------------------------------------------------------------------------------------- Energy - 1.0% P&L Coal Holdings Corp., 9.625s, 2008 $ 1,411 $ 1,499,187 Triton Energy Ltd., 9.25s, 2005 3,500 3,811,185 ------------ $ 5,310,372 --------------------------------------------------------------------------------------------------------------- Energy - Independent - 0.9% Chesapeake Energy Corp., 8.125s, 2011## $ 1,620 $ 1,620,000 Devon Financing Corp., 6.875s, 2011 3,004 3,042,355 ------------ $ 4,662,355 --------------------------------------------------------------------------------------------------------------- Entertainment - 1.5% Time Warner Entertainment Co., LP, 8.875s, 2012 $ 4,389 $ 4,788,891 Turner Broadcasting Systems, Inc., 8.4s, 2024 3,000 3,011,880 ------------ $ 7,800,771 --------------------------------------------------------------------------------------------------------------- Financial Institutions - 3.5% Ford Motor Credit Co., 5.625s, 2004 $ 375 $ 337,305 Ford Motor Credit Co., 7.375s, 2011 2,859 2,878,212 General Motors Accident Corp., 6s, 2006 375 339,554 General Mtrs Acceptance Corp., 7s, 2012 4,549 4,592,761 Nationslink Funding Corp., 5s, 2009 $ 5,460 $ 3,999,450 Nationslink Funding Corp., 6.476s, 2030 4,000 4,191,422 Residential Accredit Loans Inc., 7.75s, 2027 2,473 2,436,514 ------------ $ 18,775,218 --------------------------------------------------------------------------------------------------------------- Forest & Paper Products - 1.3% Buckeye Cellulose Corp., 9.25s, 2008 $ 2,150 $ 1,935,000 Meadwestvaco Corp., 6.85s, 2012 1,000 1,016,520 Riverwood International Corp., 10.25s, 2006 1,250 1,292,713 U.S. Timberlands, 9.625s, 2007 1,700 1,173,000 Weyerhaeuser Co., 6.75s, 2012## 1,456 1,468,856 ------------ $ 6,886,089 --------------------------------------------------------------------------------------------------------------- Gaming - 2.0% HMH Properties, Inc., 8.45s, 2008 $ 2,635 $ 2,661,350 MGM Mirage, 8.375s, 2011 2,700 2,814,750 Park Place Entertainment, Corp., 8.875s, 2008 5,040 5,329,800 ------------ $ 10,805,900 --------------------------------------------------------------------------------------------------------------- Insurance - 0.5% Americo Life, Inc., 9.25s, 2005 $ 2,650 $ 2,650,000 --------------------------------------------------------------------------------------------------------------- Machinery - 0.9% Agco Corp., 9.5s, 2008 $ 2,000 $ 2,165,000 New Terex Corp., 8.875s, 2008 960 1,000,800 Terex Corp., 9.25s, 2011 1,380 1,452,450 Thermadyne Manufacturing/Capital Corp., 9.875s, 2008 (In default) 230 86,250 ------------ $ 4,704,500 --------------------------------------------------------------------------------------------------------------- Media - Cable - 5.3% Adelphia Communications Corp., 9.875s, 2007 $ 1,725 $ 1,433,906 Adelphia Communications Corp., 9.375s, 2009 455 370,825 Charter Communications Holdings, 8.625s, 2009 2,845 2,539,163 Charter Communications Holdings, 0s to 2004, 9.92s, 2011 4,000 2,790,000 Comcast Cable Communications, 6.75s, 2011 836 798,915 Continental Cablevision, Inc., 9.5s, 2013 5,000 5,454,500 CSC Holdings, Inc., 8.125s, 2009 1,969 1,932,006 FrontierVision Holdings LP, 11s, 2006 2,000 1,940,000 FrontierVision Holdings LP, 11.875s, 2007 500 478,750 Jones Intercable, Inc., 8.875s, 2007 1,500 1,585,605 Lenfest Communications, Inc., 10.5s, 2006 500 562,930 NTL Communications Corp., 0s to 2003, 12.375s, 2008 (In default) $ 1,025 $ 328,000 NTL, Inc., 0s to 2003, 9.75s, 2008 (In default) 1,860 641,700 Panamsat Corp., 8.5s, 2012## 2,315 2,315,000 TCI Communications Financing III, 9.65s, 2027 5,000 5,304,750 ------------ $ 28,476,050 --------------------------------------------------------------------------------------------------------------- Medical & Health Technology Services - 0.2% Fisher Scientific International Inc., 8.125s, 2012## $ 1,305 $ 1,314,788 --------------------------------------------------------------------------------------------------------------- Oil Services - 0.3% AmeriGas Partners LP, 10.125s, 2007 $ 510 $ 522,750 Kaztransoil Co., 8.5s, 2006## 1,152 1,131,840 ------------ $ 1,654,590 --------------------------------------------------------------------------------------------------------------- Oils - 0.5% Hurricane Hydrocarbons Ltd., 12s, 2006 $ 80 $ 81,200 Valero Energy Corp., 6.875s, 2012 2,662 2,680,900 ------------ $ 2,762,100 --------------------------------------------------------------------------------------------------------------- Pollution Control - 1.2% Allied Waste North America, Inc., 10s, 2009 $ 2,375 $ 2,440,313 Waste Management Inc., 6.5s, 2008 4,150 4,130,254 ------------ $ 6,570,567 --------------------------------------------------------------------------------------------------------------- Printing & Publishing - 0.2% Hollinger International Publishing, 9.25s, 2007 $ 1,250 $ 1,284,375 --------------------------------------------------------------------------------------------------------------- Restaurants & Lodging - 0.3% Coast Hotels & Casinos, Inc., 9.5s, 2009## $ 1,295 $ 1,371,081 --------------------------------------------------------------------------------------------------------------- Retail - 0.3% J.Crew Operating Corp., 10.375s, 2007 $ 1,680 $ 1,461,600 --------------------------------------------------------------------------------------------------------------- Special Products & Services - 0.1% Haynes International, Inc., 11.625s, 2004 $ 700 $ 490,000 --------------------------------------------------------------------------------------------------------------- Steel - 1.0% AK Steel Corp., 9.125s, 2006 $ 2,804 $ 2,916,160 Commonwealth Aluminum Corp., 10.75s, 2006 1,000 1,000,000 Kaiser Aluminum & Chemical Corp., 10.875s, 2006 (In default) 175 135,625 Kaiser Aluminum & Chemical Corp., 9.875s, 2049 (In default) 1,015 791,700 WCI Steel, Inc., 10s, 2004 565 265,550 ------------ $ 5,109,035 --------------------------------------------------------------------------------------------------------------- Technology - 0.6% Unisystem Corp., 7.875s, 2008 $ 3,250 $ 3,233,750 --------------------------------------------------------------------------------------------------------------- Telecommunications - Wireless - 0.9% Centennial Cellular Operating Co., 10.75s, 2008 $ 500 $ 266,250 Crown Castle International Corp., 10.75s, 2011 2,000 1,840,000 ICG Holdings, Inc., 12.5s, 2006 (In default) 460 23,000 Nextel Communications, Inc., 0s to 2002, 9.75s, 2007 300 201,750 Rural Cellular Corp., 9.75s, 2010## 1,125 922,500 Triton PCS, Inc., 0s to 2003, 11s, 2008 1,460 1,284,800 ------------ $ 4,538,300 --------------------------------------------------------------------------------------------------------------- Telecommunications - Wireline - 1.2% Allegiance Telecommunications, Inc., 12.875s, 2008## $ 505 $ 126,250 Exodus Communications, Inc., 11.625s, 2010 (In default) 950 166,250 ITC Deltacom, Inc., 9.75s, 2008 2,330 605,800 Nextlink Communications, Inc., 10.75s, 2009 (In default) 570 79,800 Sprint Capital Corp., 6s, 2007 4,206 3,884,115 Time Warner Telecommunications LLC, 9.75s, 2008 510 249,900 WorldCom, Inc., 7.75s, 2027 2,009 944,230 WorldCom, Inc., 6.95s, 2028 1,405 576,050 Worldwide Fiber, Inc., 12s, 2009 (In default) 500 1,250 ------------ $ 6,633,645 --------------------------------------------------------------------------------------------------------------- Tire & Rubber Day International Group, Inc., 11.125s, 2005 $ 105 $ 105,000 --------------------------------------------------------------------------------------------------------------- U.S. Government Agencies - 13.4% Financing Corp., 9.4s, 2018 $ 12,000 $ 15,937,680 FNMA, 6s, 2016 - 2016 4,732 4,802,479 FNMA, 6.5s, 2014 - 2099 15,497 15,774,121 GNMA, 6.5s, 2028 14,703 14,976,420 GNMA, 7s, 2031 - 2031 17,792 18,362,117 SBA, 5.34s, 2021 2,000 1,924,002 ------------ $ 71,776,819 --------------------------------------------------------------------------------------------------------------- U.S. Treasury Obligations - 4.2% U.S. Treasury Bonds, 12s, 2005 $ 2,000 $ 2,464,680 U.S. Treasury Bonds, 12s, 2013 4,000 5,519,360 U.S. Treasury Bonds, 6.875s, 2025 8,000 9,143,760 U.S. Treasury Bonds, 5.375s, 2031 2,600 2,516,306 U.S. Treasury Notes, 4.625s, 2006 2,742 2,777,975 ------------ $ 22,422,081 --------------------------------------------------------------------------------------------------------------- Utilities - Electric - 5.5% Allegheny Energy Supply Co., LLC, 8.25s, 2012## $ 1,044 $ 1,079,694 Beaver Valley Funding Corp. II, 9s, 2017 1,491 1,608,789 BVPS II Funding Corp., 8.68s, 2017 952 1,004,512 Firstenergy Corp., 5.5s, 2006 4,560 4,345,680 Midland Cogeneration Venture Corp., 10.33s, 2002 1,092 1,099,551 Niagara Mohawk Power Corp., 7.25s, 2002 1,437 1,460,792 Niagara Mohawk Power Corp., 8.77s, 2018 2,395 2,475,712 Northwestern Corp., 7.875s, 2007## 3,032 3,057,608 Progress Energy Inc., 5.85s, 2008 5,818 5,690,179 PSEG Power LLC, 7.75s, 2011 2,511 2,644,264 Toledo Edison Co., 8.7s, 2002 2,192 2,222,864 Waterford 3 Funding Entergy Corp., 8.09s, 2017 2,511 2,502,724 ------------ $ 29,192,369 --------------------------------------------------------------------------------------------------------------- Utilities - Gas - 1.0% Consolidated Natural Gas Co., 6.25s, 2011 $ 5,456 $ 5,340,769 --------------------------------------------------------------------------------------------------------------- Utilities - Telephone - 0.7% Verizon New York Inc., 6.875s, 2012 $ 3,875 $ 3,909,488 --------------------------------------------------------------------------------------------------------------- Total U.S. Bonds $347,374,065 --------------------------------------------------------------------------------------------------------------- Foreign Bonds - 24.7% Algeria - 0.2% Republic of Algeria, 2.875s, 2004 $ 68 $ 63,787 Republic of Algeria, 2.875s, 2010 1,312 1,203,814 ------------ $ 1,267,601 --------------------------------------------------------------------------------------------------------------- Brazil - 2.1% Banco Nacional de Desenvolvi, 12.262s, 2008 (Banks & Credit Cos.)## $ 1,488 $ 1,416,341 Federal Republic of Brazil, 3.125s, 2009 65 53,348 Federal Republic of Brazil, 11s, 2012 395 351,550 Federal Republic of Brazil, 8s, 2014 2,314 1,825,025 Federal Republic of Brazil, 3.063s, 2024 1,300 933,331 Federal Republic of Brazil, 8.875s, 2024 2,399 1,583,340 Federal Republic of Brazil, 12.25s, 2030 3,052 2,670,500 Federal Republic of Brazil, 11s, 2040 3,212 2,527,844 ------------ $ 11,361,279 --------------------------------------------------------------------------------------------------------------- Bulgaria - 0.7% Republic of Bulgaria, 2.813s, 2012 $ 20 $ 18,300 Republic of Bulgaria, 7.5s, 2013 EUR 4,341 3,736,804 Republic of Bulgaria, 8.25s, 2015## $ 45 43,200 ------------ $ 3,798,304 --------------------------------------------------------------------------------------------------------------- Canada - 2.6% Abitibi Consolidated Inc., 8.55s, 2010 (Forest & Paper Products) $ 1,384 $ 1,437,727 Government of Canada, 5.75s, 2006 CAD 2,591 1,696,862 Government of Canada, 5.5s, 2009 8,702 5,562,418 Government of Canada, 5.5s, 2010 8,484 5,385,180 ------------ $ 14,082,187 --------------------------------------------------------------------------------------------------------------- Dominican Republic - 0.4% Dominican Republic, 9.5s, 2006## $ 1,927 $ 2,042,620 --------------------------------------------------------------------------------------------------------------- Ecuador - 0.2% Republic of Ecuador, 12s, 2012## $ 1,312 $ 1,096,875 Republic of Ecuador, 5s, 2030 173 100,167 ------------ $ 1,197,042 --------------------------------------------------------------------------------------------------------------- El Salvador Republic of El Salvador, 8.25s, 2032## $ 70 $ 70,700 --------------------------------------------------------------------------------------------------------------- France - 0.3% Danone Groupe, 5.625s, 2003 (Food & Beverage Products) EUR 50 $ 45,403 France Telecom S.A., 7.7s, 2006 (Telecommunications - Wireline) $ 350 356,142 Government of France, 7.5s, 2008 EUR 750 755,494 Vivendi Enviroment, 5.875s, 2008 (Pollution Control) 250 223,582 ------------ $ 1,380,621 --------------------------------------------------------------------------------------------------------------- Germany - 7.3% BBVA Bancomer Capital Trust, 10.5s, 2011 (Banks & Credit Cos.)## $ 2,240 $ 2,475,200 Coca Cola Erfrischungsgetranke AG, 5.875s, 2005 (Beverages) EUR 600 550,723 Depfa Deutsche Pfandbriefbk, 5.5s, 2010 (Corporate Asset-Backed) 960 874,015 Europa Two Ltd., 3.694s, 2027 (Corporate Asset-Backed) 392 353,242 Federal Republic of Germany, 6.75s, 2004 6,221 5,896,444 Federal Republic of Germany, 4.75s, 2008 26,487 23,641,671 Federal Republic of Germany, 5.25s, 2010 5,000 4,541,650 Kreditanstalt Fuer Wiederaufbau, 4.75s, 2006 (Banks & Credit Cos.) 750 676,779 ------------ $ 39,009,724 --------------------------------------------------------------------------------------------------------------- Grand Cayman Islands - 0.2% Enersis S.A., 7.4s, 2016 (Utilities - Electric) $ 89 $ 81,436 Pemex Finance Ltd., 9.69s, 2009 (Finance) 905 1,033,302 ------------ $ 1,114,738 --------------------------------------------------------------------------------------------------------------- Greece - 0.5% Fage Dairy Industries S.A., 9s, 2007 (Food & Beverage Products) $ 2,770 $ 2,631,500 --------------------------------------------------------------------------------------------------------------- Hungary - 0.1% Government of Hungary, 10s, 2003 HUF 82,000 $ 308,545 --------------------------------------------------------------------------------------------------------------- Italy - 0.9% Republic of Italy, 3.25s, 2004 EUR 5,000 $ 4,427,081 Telecom Italia S.p.A., 6.25s, 2012 (Telecommunications - Wireline) 290 251,308 ------------ $ 4,678,389 --------------------------------------------------------------------------------------------------------------- Luxembourg - 0.5% Millicom International Cellular Communications Corp., 13.5s, 2006 (Telecommunications - Wireless) $ 93 $ 53,940 Mobile Telesystems Finance S.A., 10.95s, 2004 (Telecommunications - Wireline)## 2,500 2,587,750 ------------ $ 2,641,690 --------------------------------------------------------------------------------------------------------------- Malaysia - 0.2% Petroliam Nasional Berhad, 7.75s, 2015 (Oils) $ 999 $ 1,064,742 --------------------------------------------------------------------------------------------------------------- Mexico - 0.7% Azteca Holdings S.A., 10.5s, 2003 (Media - Cable)## $ 56 $ 56,770 Durango Corp., 13.125s, 2006 (Forest & Paper Products) 1,795 1,810,706 Grupo Elektra S.A. de CV, 12s, 2008 (Utilities - Other) 45 46,800 Pemex Project Funding Master Trust, 9.125s, 2010 42 46,075 Pemex Project Funding Master Trust, 8.625s, 2022## 60 61,800 Petroleos Mexicanos, 9.5s, 2027 (Oil Services) 530 593,200 TFM S.A. De C V, 0s to 2002, 11.75s, 2009 (Telecommunications - Wireline) 35 31,850 United Mexican States, 11.375s, 2016 25 32,188 United Mexican States, 11.5s, 2026 669 892,111 Vicap S.A., 11.375s, 2007 (Containers) 67 61,975 ------------ $ 3,633,475 --------------------------------------------------------------------------------------------------------------- Netherlands - 1.6% Kazkommerts International BV, 10.125s, 2007 (Banks & Credit Cos.)## $ 50 $ 49,650 PTC International Finance BV, 0s to 2002, 10.75s, 2007 (Telecommunications - Wireless) 1,034 1,034,000 Tenet Healthcare Corp., 0s, 2002 (Medical Health & Technology Services) 2,468 2,455,660 Tenet Healthcare Corp., 6.375s, 2011 (Medical & Health Technology Services) 4,964 4,902,769 United Pan Europe, 10.875s, 2009 (Media - Cable) (In default) 210 27,300 Versatel Telecom BV, 13.25s, 2008 (Telecommunications - Wireline) 1,125 303,750 ------------ $ 8,773,129 --------------------------------------------------------------------------------------------------------------- New Zealand - 0.2% Government of New Zealand, 8s, 2006 NZD 2,270 $ 1,070,287 --------------------------------------------------------------------------------------------------------------- Panama - 0.4% Republic of Panama, 9.625s, 2011 $ 1,512 $ 1,576,260 Republic of Panama, 10.75s, 2020 576 650,880 Republic of Panama, 9.375s, 2029 45 47,588 ------------ $ 2,274,728 --------------------------------------------------------------------------------------------------------------- Peru - 0.1% Republic of Peru, 4s, 2017 $ 508 $ 375,920 --------------------------------------------------------------------------------------------------------------- Philippines - 0.4% Philippine Long Distance Telephone Co., 11.375s, 2012 (Telecommunications - Wireline)## $ 55 $ 56,100 Philippines Republic, 9.375s, 2017 10 10,425 Philippines Republic, 10.625s, 2025 1,897 2,058,245 ------------ $ 2,124,770 --------------------------------------------------------------------------------------------------------------- Russia - 2.3% Russian Federation, 3s, 2006 $ 1,010 $ 813,050 Russian Federation, 3s, 2008 3,554 2,471,807 Russian Federation, 12.75s, 2028 4,312 5,260,640 Russian Federation, 5s, 2030## 5,174 3,603,378 Vimpelcom BV, 10.45s, 2005 (Telecommunications - Wireless)## 40 40,100 ------------ $ 12,188,975 --------------------------------------------------------------------------------------------------------------- Singapore - 0.1% Singapore Telecommunications Ltd., 6s, 2011 (Telecommunications - Wireless) EUR 350 $ 313,447 --------------------------------------------------------------------------------------------------------------- South Africa Republic of South Africa, 7.375s, 2012 $ 50 $ 49,700 --------------------------------------------------------------------------------------------------------------- South Korea - 0.5% Hanvit Bank, 12.75s, 2010 (Banks & Credit Cos.)## $ 2,311 $ 2,721,202 --------------------------------------------------------------------------------------------------------------- Spain - 1.2% Kingdom of Spain, 7s, 2005 $ 6,102 $ 6,592,985 --------------------------------------------------------------------------------------------------------------- Tunisia Banque Centrale de Tunisie, 7.375s, 2012 (Banks & Credit Cos.) $ 25 $ 24,688 --------------------------------------------------------------------------------------------------------------- Turkey - 0.4% Republic of Turkey, 11.875s, 2030 $ 2,099 $ 2,182,960 --------------------------------------------------------------------------------------------------------------- United Kingdom - 0.5% Bank of Ireland, 7.4s, 2049 (Banks & Credit Cos.) EUR 500 $ 480,296 Colt Telecom Group PLC, 12s, 2006 (Telecommunications - Wireline) $ 500 260,000 Dolphin Telecom PLC, 0s to 2003, 11.5s, 2008 (Telecommunications - Wireless) (In default) 2,515 251 Global Tele-Systems Ltd., 10.875s, 2008 (Telecommunications) (In default) 165 619 Granites Mortgages PLC, 5.15s, 2042 (Financial Institutions) EUR 350 314,503 National Westminster Bank PLC, 6.625s, 2049 (Banks & Credit Cos.) 330 308,236 Ono Finance PLC, 13s, 2009 (Media - Cable) $ 750 315,000 Ono Finance PLC, 14s, 2011 (Media - Cable) 1,000 440,000 Rolls-Royce PLC, 6.375s, 2007 (Aerospace) EUR 300 271,980 Telewest Communications PLC, 9.625s, 2006 (Media - Cable) $ 350 189,000 ------------ $2,579,885 --------------------------------------------------------------------------------------------------------------- Venezuela Republic of Venezuela, 9.25s, 2027 $ 70 $ 49,805 --------------------------------------------------------------------------------------------------------------- Uruguay - 0.1% Republic of Uruguay, 7.625s, 2012 $ 982 $ 677,580 --------------------------------------------------------------------------------------------------------------- Ukraine Ukraine Republic, 11s, 2007## $ 185 $ 189,748 --------------------------------------------------------------------------------------------------------------- Total Foreign Bonds $132,472,966 --------------------------------------------------------------------------------------------------------------- Total Bonds (Identified Cost, $486,028,189) $479,847,031 --------------------------------------------------------------------------------------------------------------- Convertible Bond - 1.0% --------------------------------------------------------------------------------------------------------------- Colt Telecom Group PLC, 2s, 2006 (United Kingdom - Telecommunications - Wireline) $ 3,450 $ 1,211,219 Fortis Capital Co., 6.25s, 2049 (United Kingdom - Banks & Credit Cos.) 155 137,438 Tenet Healthcare Corp., 6s, 2005 (Netherlands - Medical & Health Technology Services) 4,250 4,122,500 --------------------------------------------------------------------------------------------------------------- Total Convertible Bond (Identified Cost, $5,837,458) $ 5,471,157 --------------------------------------------------------------------------------------------------------------- Stocks - 0.2% --------------------------------------------------------------------------------------------------------------- SHARES --------------------------------------------------------------------------------------------------------------- Colt Telecom Group PLC, ADR (United Kingdom - Telecommunications - Wireline)* 1,440 $ 2,909 Golden Books Family Entertainment, Inc. (Printing & Publishing)* 19,975 399 Metal Management Inc. (Metals & Minerals)* 62,567 203,343 RJR Nabisco Inc. (Beverages) 2,302 159,298 Sind Holdings Inc. (Apparel & Textiles)* 5,720 371,800 --------------------------------------------------------------------------------------------------------------- Total Stocks (Identified Cost, $3,538,773) $ 737,749 --------------------------------------------------------------------------------------------------------------- Preferred Stock - 0.7% --------------------------------------------------------------------------------------------------------------- CSC Holdings, Inc., 11.125% (Media - Cable)* 27,885 $ 2,621,190 Primedia, Inc., 10% (Printing & Publishing) 1,360 68,000 Primedia, Inc., 8.625% (Printing & Publishing) 20,000 900,000 --------------------------------------------------------------------------------------------------------------- Total Preferred Stock (Identified Cost, $3,784,452) $ 3,589,190 --------------------------------------------------------------------------------------------------------------- Warrants* --------------------------------------------------------------------------------------------------------------- Loral Orion Network Systems, Inc., Expire 1/15/07 (Telecommunications) 1,625 $ 4,875 Loral Orion Network Systems, Inc., Expire 1/15/07 (Telecommunications) 700 3,500 Ono Finance PLC (Media - Cable) Expire 2/15/11 1,000 125 --------------------------------------------------------------------------------------------------------------- Total Warrants (Identified Cost, $166,689) $ 8,500 --------------------------------------------------------------------------------------------------------------- Rights* --------------------------------------------------------------------------------------------------------------- United Mexican States (Identified Cost, $--) 501,000 $ 753 --------------------------------------------------------------------------------------------------------------- Short-Term Obligations - 1.4% --------------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT (000 OMITTED) --------------------------------------------------------------------------------------------------------------- FNMA, due 5/08/02, at Amortized Cost $ 7,300 $ 7,297,516 --------------------------------------------------------------------------------------------------------------- Call Options Purchased --------------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT OF CONTRACTS ISSUER/EXPIRATION MONTH/STRIKE PRICE (000 OMITTED) --------------------------------------------------------------------------------------------------------------- U.S. Treasury Notes/May/96.8593 (Premiums Paid, $38,672) $ 5,625 $ 80,421 --------------------------------------------------------------------------------------------------------------- Put Options Purchased --------------------------------------------------------------------------------------------------------------- Brazil Government Bonds/June/79.5 (Premiums Paid, $6,128) $ 185 $ 6,128 --------------------------------------------------------------------------------------------------------------- Repurchase Agreement - 6.6% --------------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT (000 OMITTED) --------------------------------------------------------------------------------------------------------------- Goldman Sachs Group, LP dated 4/30/02, due 5/01/02, total to be received $35,529,905 (secured by various U.S. Treasury and Federal Agency obligations in a jointly traded account), at Cost $ 35,528 $ 35,528,000 --------------------------------------------------------------------------------------------------------------- Total Investments (Identified Cost, $542,225,877) $532,566,445 --------------------------------------------------------------------------------------------------------------- Call Options Written --------------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT OF CONTRACTS DESCRIPTION/EXPIRATION MONTH/STRIKE PRICE (000 OMITTED) --------------------------------------------------------------------------------------------------------------- FNMA/May/99.8632 $ 10,000 $ (134,070) Russia Government Bonds/May/70 RUS 225 (1,080) --------------------------------------------------------------------------------------------------------------- Total Call Options Written (Premiums Received, $39,684) $ (135,150) --------------------------------------------------------------------------------------------------------------- Put Options Written --------------------------------------------------------------------------------------------------------------- Brazil Government Bonds/June/76.5 (Premiums Received, $3,258) BRL 185 $ (3,258) --------------------------------------------------------------------------------------------------------------- Other Assets, Less Liabilities - 0.5% 2,997,302 --------------------------------------------------------------------------------------------------------------- Net Assets - 100.0% $535,425,339 --------------------------------------------------------------------------------------------------------------- * Non-income producing security. ## SEC Rule 144A restriction. Abbreviations have been used throughout this report to indicate amounts shown in currencies other than the U.S. Dollar. A list of abbreviations is shown below. AUD = Australian Dollars KRW = South Korean Won BRL = Brazilian Real MXN = Mexican Peso CAD = Canadian Dollars NZD = New Zealand Dollar CZK = Czech Koruna PHP = Philippines Peso DKK = Danish Krone RUS = Russian Ruble EUR = Euro THB = Thai Baht GBP = British Pounds TRL = Turkish Lira HUF = Hungarian Forint ZAR = South African Rand See notes to financial statements. FINANCIAL STATEMENTS Statement of Assets and Liabilities (Unaudited) ------------------------------------------------------------------------------- APRIL 30, 2002 ------------------------------------------------------------------------------- Assets: Investments, at value (identified cost, $542,225,877) $532,566,445 Cash 1,132,115 Receivable for forward foreign currency exchange contracts 331,599 Receivable for forward foreign currency exchange contracts subject to master netting agreements 94,757 Receivable for investments sold 9,320,720 Interest and dividends receivable 9,214,151 Other assets 3,434 ------------ Total assets $552,663,221 ------------ Liabilities: Distributions payable 266,265 Payable for forward foreign currency exchange contracts 463,317 Payable for forward foreign currency exchange contracts subject to master netting agreements 1,027,748 Payable for investments purchased 14,664,868 Payable for trust shares reacquired 84,000 Written options outstanding, at value (premiums received, $42,942) 138,408 Payable to affiliates - Management fee 2,107 Transfer and dividend disbursing agent fee 17,295 Administrative fee 257 Accrued expenses and other liabilities 573,617 ------------ Total liabilities $ 17,237,882 ------------ Net assets $535,425,339 ============ Net assets consist of: Paid-in capital $635,050,976 Unrealized depreciation on investments and translation of assets and liabilities in foreign currencies (10,789,292) Accumulated net realized loss on investments and foreign currency transactions (85,472,558) Accumulated net investment loss (3,363,787) ------------ Total $535,425,339 ============ Shares of beneficial interest outstanding (90,140,454 issued, less 6,388,302 treasury shares) 83,752,152 ========== Net asset value per share (net assets of $535,425,339 / 83,752,152 shares of beneficial interest outstanding) $6.39 ===== See notes to financial statements. FINANCIAL STATEMENTS -- continued Statement of Operations (Unaudited) ------------------------------------------------------------------------------- SIX MONTHS ENDED APRIL 30, 2002 ------------------------------------------------------------------------------- Net investment income: Income - Interest $ 20,662,693 Dividends 463,935 ------------- Total investment income $ 21,126,628 ------------- Expenses - Management fee $ 2,058,236 Trustees' compensation 56,560 Custodian fee 185,059 Transfer and dividend disbursing agent fee 102,431 Administrative fee 30,982 Auditing fees 18,800 Legal fees 1,498 Postage 28,423 Printing 100,381 Investor communication expense 108,691 Stock exchange fee 72,634 Miscellaneous 35,632 ------------- Total expenses $ 2,799,327 Fees paid indirectly (27,196) ------------- Net expenses $ 2,772,131 ------------- Net investment income $ 18,354,497 ------------- Realized and unrealized gain (loss) on investments: Realized gain (loss) (identified cost basis) - Investment transactions $ (23,224,399) Written option transactions 2,844,885 Foreign currency transactions 2,352,321 ------------- Net realized loss on investments and foreign currency transactions $ (18,027,193) ------------- Change in unrealized appreciation (depreciation) - Investments $ 4,045,318 Written options (836,257) Translation of assets and liabilities in foreign currencies (2,043,408) ------------- Net unrealized gain on investments and foreign currency translation $ 1,165,653 ------------- Net realized and unrealized loss on investments and foreign currency $ (16,861,540) ------------- Increase in net assets from operations $ 1,492,957 ============= See notes to financial statements. FINANCIAL STATEMENTS -- continued Statement of Changes in Net Assets -------------------------------------------------------------------------------------------------------- SIX MONTHS ENDED APRIL 30, 2002 YEAR ENDED (UNAUDITED) OCTOBER 31, 2001 -------------------------------------------------------------------------------------------------------- Decrease in net assets: From operations - Net investment income $ 18,354,497 $ 42,870,856 Net realized loss on investments and foreign currency transactions (18,027,193) (27,808,738) Net unrealized gain on investments and foreign currency translation 1,165,653 22,818,366 ------------ ------------ Increase in net assets from operations $ 1,492,957 $ 37,880,484 ------------ ------------ Distributions declared to shareholders - From net investment income $(19,117,310) $(41,366,841) From paid-in capital -- (4,152,826) ------------ ------------ Total distributions declared to shareholders $(19,117,310) $(45,519,667) ------------ ------------ Trust share (principal) transactions - Cost of shares reacquired $ (1,717,045) $ (4,785,254) ------------ ------------ Total decrease in net assets $(19,341,398) $(12,424,437) ------------ ------------ Net assets: At beginning of period 554,766,737 567,191,174 ------------ ------------ At end of period (including accumulated net investment loss of $3,363,787 and $2,600,974, respectively) $535,425,339 $554,766,737 ============ ============ See notes to financial statements. FINANCIAL STATEMENTS -- continued Financial Highlights ------------------------------------------------------------------------------------------------------------------------------ YEAR ENDED OCTOBER 31, SIX MONTHS ENDED -------------------------------------------------------------------------- APRIL 30, 2002 2001 2000 1999 1998 1997 (UNAUDITED) ------------------------------------------------------------------------------------------------------------------------------ Per share data (for a share outstanding throughout each period): Net asset value - beginning of period $ 6.60 $ 6.69 $ 7.03 $ 7.17 $ 7.79 $ 7.71 ------- ------- ------- ------- ------- ------- Income from investment operations#(S) - Net investment income $ 0.22 $ 0.51 $ 0.58 $ 0.56 $ 0.59 $ 0.59 Net realized and unrealized gain (loss) on investments and foreign currency (0.20) (0.06) (0.40) (0.14) (0.63) 0.09 ------- ------- ------- ------- ------- ------- Total from investment operations $ 0.02 $ 0.45 $ 0.18 $ 0.42 $ (0.04) $ 0.68 ------- ------- ------- ------- ------- ------- Less distributions declared to shareholders - From net investment income $ (0.23) $ (0.49) $ (0.41) $ (0.57) $ (0.58) $ (0.62) From paid-in capital -- (0.05) (0.17) -- -- -- ------- ------- ------- ------- ------- ------- Total distributions declared to shareholders $ (0.23) $ (0.54) $ (0.58) $ (0.57) $ (0.58) $ (0.62) ------- ------- ------- ------- ------- ------- Net increase from repurchase of capital shares $ 0.00+++ $ 0.00+++ $ 0.06 $ 0.01 $ -- $ 0.02 ------- ------- ------- ------- ------- ------- Net asset value - end of period $ 6.39 $ 6.60 $ 6.69 $ 7.03 $ 7.17 $ 7.79 ------- ------- ------- ------- ------- ------- Per share market value - end of period $ 6.10 $ 6.06 $ 6.00 $ 6.06 $ 6.44 $ 7.13 ======= ======= ======= ======= ======= ======= Total return at market value 4.45%++ 9.83% 8.84% 2.81% (1.89)% 8.93% Ratios (to average net assets)/Supplemental data: Interest expense -- % -- % -- % -- % -- % 0.18% Other expenses## 1.04%+ 1.06% 1.06% 1.05% 1.05% 0.93% Total expense 1.04%+ 1.06% 1.06% 1.05% 1.05% 1.11% Net investment income(S) 6.84% 7.65% 8.23% 7.80% 7.70% 7.64% Portfolio turnover 68% 103% 82% 98% 155% 172% Net assets at end of period (000 Omitted) $535,425 $554,767 $567,191 $641,213 $665,881 $723,649 Leverage analysis: Debt outstanding at end of year (000 Omitted) $ -- $ -- $ -- $ -- $ -- $ -- Average daily balance of debt outstanding (000 Omitted) $ -- $ -- $ -- $ -- $ -- $18,854 Average daily number of shares outstanding (000 Omitted) 83,836 84,137 87,811 92,464 92,880 93,951 Average debt per share $ -- $ -- $ -- $ -- $ -- $ 0.20 + Annualized. ++ Not annualized. +++ Per share data is less than $0.01. # Per share data are based on average shares outstanding. ## Ratios do not reflect expense reductions from certain expense offset arrangements. (S) As required, effective November 1, 2001, the trust has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium accreting market discount on debt securities. The effect of this change for the six months ended April 30, 2002 was to decrease net investment income per share and increase net realized and unrealized gains and losses per share. The impact of this change calculates to less than $0.01 per share. In addition, the ratio of net investment income to average net assets decreased by 0.06%. Per share, ratios, and supplemental data for periods prior to November 1, 2001 have not been restated to reflect this change in presentation. See notes to financial statements. NOTES TO FINANCIAL STATEMENTS (Unaudited) (1) Business and Organization MFS Multimarket Income Trust (the trust) is a non-diversified trust that is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company. (2) Significant Accounting Policies General - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The trust can invest in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country's legal, political, and economic environment. Investment Valuations - Debt securities (other than short-term obligations which mature in 60 days or less), including listed issues, forward foreign currency exchange contracts, and swap agreements, are valued on the basis of valuations furnished by dealers or by a pricing service with consideration to factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data, without exclusive reliance upon exchange or over-the- counter prices. Equity securities listed on securities exchanges or reported through the NASDAQ system are reported at market value using last sale prices. Unlisted equity securities or listed equity securities for which last sale prices are not available are reported at market value using last quoted bid prices. Short-term obligations, which mature in 60 days or less, are valued at amortized cost, which approximates market value. Options listed on commodities exchanges are reported at market value using closing settlement prices. Over- the-counter options on securities are valued by brokers. Over-the-counter currency options are valued through the use of a pricing model which takes into account foreign currency exchange spot and forward rates, implied volatility, and short-term repurchase rates. Securities for which there are no such quotations or valuations are valued in good faith at the direction of the Trustees. Repurchase Agreements - The trust may enter into repurchase agreements with institutions that the trust's investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. The trust requires that the securities collateral in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the trust to obtain those securities in the event of a default under the repurchase agreement. The trust monitors, on a daily basis, the value of the collateral to ensure that its value, including accrued interest, is greater than amounts owed to the trust under each such repurchase agreement. The trust, along with other affiliated entities of Massachusetts Financial Services Company (MFS), may utilize a joint trading account for the purpose of entering into one or more repurchase agreements. Foreign Currency Translation - Investment valuations, other assets, and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed. Deferred Trustee Compensation - Under a Deferred Compensation Plan (the Plan) independent Trustees may elect to defer receipt of all or a portion of their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the trust or other MFS trusts selected by the Trustee. Deferred amounts represent an unsecured obligation of the trust until distributed in accordance with the Plan. Written Options - The trust may write call or put options in exchange for a premium. The premium is initially recorded as a liability, which is subsequently adjusted to the current value of the option contract. When a written option expires, the trust realizes a gain equal to the amount of the premium received. When a written call option is exercised or closed, the premium received is offset against the proceeds to determine the realized gain or loss. When a written put option is exercised, the premium reduces the cost basis of the security purchased by the trust. The trust, as writer of an option, may have no control over whether the underlying securities may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities underlying the written option. In general, written call options may serve as a partial hedge against decreases in value in the underlying securities to the extent of the premium received. Written options may also be used as part of an income producing strategy reflecting the view of the trust's management on the direction of interest rates. Forward Foreign Currency Exchange Contracts - The trust may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The trust may enter into forward foreign currency exchange contracts for hedging purposes as well as for non-hedging purposes. For hedging purposes, the fund trust may enter into contracts to deliver or receive foreign currency it will receive from or require for its normal investment activities. The trust may also use contracts in a manner intended to protect foreign currency-denominated securities from declines in value due to unfavorable exchange rate movements. For non-hedging purposes, the trust may enter into contracts with the intent of changing the relative exposure of the trust's portfolio of securities to different currencies to take advantage of anticipated changes. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until the contract settlement date. On contract settlement date, the gains or losses are recorded as realized gains or losses on foreign currency transactions. Investment Transactions and Income - Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with generally accepted accounting principles. Dividends received in cash are recorded on the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex- interest date in an amount equal to the value of the security on such date. Some securities may be purchased on a "when-issued" or "forward delivery" basis, which means that the securities will be delivered to the trust at a future date, usually beyond customary settlement time. Fees Paid Indirectly - The trust's custody fee is reduced according to an arrangement that measures the value of cash deposited with the custodian by the trust. This amount is shown as a reduction of total expenses on the Statement of Operations. Tax Matters and Distributions - The trust's policy is to comply with the provisions of the Internal Revenue Code (the Code) applicable to regulated investment companies and to distribute to shareholders all of its net taxable income, including any net realized gain on investments. Accordingly, no provision for federal income or excise tax is provided. Distributions to shareholders are recorded on the ex-dividend date. The trust distinguishes between distributions on a tax basis and a financial reporting basis and only distributions in excess of tax basis earnings and profits are reported in the financial statements as distributions from paid-in capital. Differences in the recognition or classification of income between the financial statements and tax earnings and profits, which result in temporary over-distributions for financial statement purposes, are classified as distributions in excess of net investment income or net realized gains. Common types of book and tax differences that could occur include differences in accounting for currency transactions, mortgage-backed securities, derivatives, defaulted bonds, capital losses, and amortization and accretion on debt securities. The tax character of distributions declared for the years ended October 31, 2001 and October 31, 2000 was as follows: OCTOBER 31, 2001 OCTOBER 31, 2000 ------------------------------------------------------------------------------- Distributions declared from: Ordinary income $41,366,841 $35,553,670 Long-term capital gain -- -- ----------- ----------- $41,366,841 $35,553,670 Tax return of capital 4,152,826 15,231,841 ----------- ----------- Total distributions declared $45,519,667 $50,785,511 =========== =========== As of October 31, 2001, the components of distributable earnings on a tax basis were as follows: Undistributed ordinary income $ -- Undistributed long-term capital gain -- Capital loss carryforward (63,179,249) Unrealized loss (17,236,847) Other temporary differences (1,585,190) For federal income tax purposes, the capital loss carryforward may be applied against any net taxable realized gains of each succeeding year until the earlier of its utilization or expiration on: EXPIRATION DATE ------------------------------------------------------ October 31, 2003 $ 3,003,441 October 31, 2007 18,400,020 October 31, 2008 19,415,923 October 31, 2009 22,359,865 ----------- Total $63,179,249 =========== (3) Transactions with Affiliates Investment Adviser - The trust has an investment advisory agreement with Massachusetts Financial Services Company (MFS) to provide overall investment advisory and administrative services, and general office facilities. The management fee is computed daily and paid monthly at an annual rate of 0.34% of the trust's average daily net assets and 5.40% of investment income. The trust pays the compensation of the Independent Trustees in the form of both a retainer and attendance fees and pays no compensation directly to its Trustees who are officers of the investment adviser, or to officers of the trust, all of whom receive remuneration for their services to the trust from MFS. Certain officers and Trustees of the trust are officers or directors of MFS and MFS Service Center, Inc. (MFSC). On January 1, 2002, the Trustees terminated the Independent Trustee unfunded defined benefit plan for active Trustees and converted it to an unfunded retirement benefit deferral plan for active Trustees. Under the new plan, the unfunded pension liability was converted into an equivalent value of notional shares of the trust that will fluctuate with the performance of the trust. Administrator - The trust has an administrative services agreement with MFS to provide the trust with certain financial, legal, shareholder communications, compliance, and other administrative services. As a partial reimbursement for the cost of providing these services, the trust pays MFS an administrative fee at the following annual percentages of the trust's average daily net assets: First $2 billion 0.0175% Next $2.5 billion 0.0130% Next $2.5 billion 0.0005% In excess of $7 billion 0.0000% Transfer Agent - MFSC acts as registrar and dividend disbursing agent for the Trust. The agreement provides that the Trust will pay MFSC an account maintenance fee of no more than $9.00 and a dividend services fee of $0.75 per reinvestment and will reimburse MFSC for reasonable out-of-pocket expenses. (4) Portfolio Securities Purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows: PURCHASES SALES ------------------------------------------------------------------------------- U.S. government securities $ 86,854,948 $168,591,339 ------------ ------------ Investments (non-U.S. government securities) $266,619,876 $217,905,415 ------------ ------------ The cost and unrealized appreciation and depreciation in the value of the investments owned by the trust, as computed on a federal income tax basis, are as follows: Aggregate cost $542,529,388 ------------ Gross unrealized appreciation $ 16,932,891 Gross unrealized depreciation (26,895,834) ------------ Net unrealized depreciation $ (9,962,943) ============ (5) Shares of Beneficial Interest The trust's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The Trustees have authorized 124,846,052 full and fractional shares of beneficial interest. Transactions in trust shares were as follows: SIX MONTHS ENDED APRIL 30, 2002 YEAR ENDED OCTOBER 31, 2001 ------------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ----------------------------------------------------------------------------------------- Treasury shares reacquired (294,300) $(1,717,045) (771,000) $(4,785,254) -------- ----------- -------- ----------- Net decrease (294,300) $(1,717,045) (771,000) $(4,785,254) ======== =========== ======== =========== In accordance with the provisions of the trust's prospectus, 294,300 shares of beneficial interest were purchased by the trust during the six months ended April 30, 2002 at an average price per share of $5.83 and a weighted average discount of 9.43% per share. The trust repurchased 771,000 shares of beneficial interest during the year ended October 31, 2001 at an average price per share of $6.10 and a weighted average discount of 8.73% per share. (6) Line of Credit The trust and other affiliated funds participate in a $1.225 billion unsecured line of credit provided by a syndication of banks under a line of credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the bank's base rate. In addition, a commitment fee, based on the average daily unused portion of the line of credit, is allocated among the participating funds at the end of each quarter. The commitment fee allocated to the trust for the six months ended April 30, 2002, was $2,917. The trust had no borrowings during the period. (7) Financial Instruments The trust trades financial instruments with off-balance-sheet risk in the normal course of its investing activities in order to manage exposure to market risks such as interest rates and foreign currency exchange rates. These financial instruments include written options, and forward foreign currency exchange contracts. The notional or contractual amounts of these instruments represent the investment the trust has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. Written Option Transactions NUMBER OF PREMIUMS CONTRACTS RECEIVED ------------------------------------------------------------------------------ Outstanding, beginning of period 4 $2,826,419 Options written 10 59,630 Options exercised (9) (1,195,992) Options expired (2) (1,647,115) --- ---------- Outstanding, end of period 3 $ 42,942 === ========== At April 30, 2002, the trust had sufficient cash and/or securities at least equal to the value of the written options. Forward Foreign Currency Exchange Contracts NET UNREALIZED CONTRACTS TO CONTRACTS APPRECIATION SETTLEMENT DATE DELIVER/RECEIVE IN EXCHANGE FOR AT VALUE (DEPRECIATION) ----------------------------------------------------------------------------------------------------------- Sales 06/18/02 AUD 10,311,250 $ 5,336,163 $ 5,516,307 $(180,144) 06/18/02 CAD 54,432,724 34,491,312 34,702,929 (211,617) 07/08/02 CZK 3,501,900 103,056 102,974 82 06/18/02 DKK 954,663 112,148 115,369 (3,221) 07/02/02 - 07/24/02 MXN 2,081,000 221,693 220,005 1,688 06/18/00 NZD 2,560,125 1,094,530 1,139,028 (44,498) ----------- ----------- --------- $41,358,902 $41,796,612 $(437,710) =========== =========== ========= Purchases 06/01/02 AUD 10,575,408 $ 5,671,168 $ 5,657,626 $(13,542) 06/18/02 CAD 34,192,559 21,503,046 21,799,055 296,009 07/08/02 CZK 3,501,900 100,000 102,974 2,974 06/18/02 GBP 413,420 584,989 600,344 15,355 06/11/02 KRW 132,150,000 100,000 103,212 3,212 07/02/02 - 7/24/02 MXN 7,329,406 779,994 773,944 (6,050) 07/22/02 PHP 13,163,224 255,994 258,003 2,009 06/11/02 THB 10,857,500 250,000 250,991 991 05/03/02 - 05/28/02 TRL 437,489,600,000 317,476 316,706 (770) 05/28/02 ZAR 1,870,144 169,597 175,401 5,804 ----------- ----------- --------- $29,732,264 $30,038,256 $ 305,992 =========== =========== ========= At April 30, 2002, forward foreign currency purchases and sales under master netting agreements excluded above amounted to a a net payable of $1,027,748 with Duetsche Bank and net receivables of $93,060 with Merrill Lynch and $1,697 with C.S. First Boston. At April 30, 2002, the trust had sufficient cash and/or securities to cover any commitments under these contracts. (8) Change in Accounting Principle As required, effective November 1, 2001 the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and accreting market discount on debt securities. Prior to November 1, 2001, the fund did not amortize premium nor accrete market discount on debt securities. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in a $3,979,555 reduction in cost of securities and a corresponding $3,979,555 increase in net unrealized depreciation, based on securities held by the fund on April 30, 2002. The effect of this change for the six months ended April 30, 2002 was to decrease net investment income by $151,180, increase net unrealized depreciation by $137,370, and decrease net realized losses by $288,550. The Statement of Changes in Net Assets and Financial Highlights for prior periods has not been restated to reflect this change in presentation. MFS(R) MULTIMARKET INCOME TRUST The following tables present certain information regarding the Trustees and officers of the Trust, including their principal occupations, which, unless specific dates are shown, are of more than five years duration, although the titles may not have been the same throughout. NAME, POSITION WITH THE TRUST, AGE, PRINCIPAL OCCUPATION, AND OTHER DIRECTORSHIPS(1) TRUSTEES JEFFREY L. SHAMES* (born 06/02/55) Trustee, ABBY M. O'NEILL (born 04/27/28) Trustee Chairman and President Private investor; Rockefeller Financial Services, Massachusetts Financial Services Company, Chairman Inc. (investment advisers), Chairman and Chief and Chief Executive Officer Executive Officer JOHN W. BALLEN* (born 09/12/59) Trustee LAWRENCE T. PERERA (born 06/23/35) Trustee Massachusetts Financial Services Company, Hemenway & Barnes (attorneys), Partner President and Director WILLIAM J. POORVU (born 04/10/35) Trustee KEVIN J. PARKE* (born 12/14/59) Trustee Harvard University Graduate School of Business Massachusetts Financial Services Company, Chief Administration, Adjunct Professor; CBL & Investment Officer, Executive Vice President and Associates Properties, Inc. (real estate Director investment trust), Director; The Baupost Fund (a mutual fund), Vice Chairman and Trustee LAWRENCE H. COHN, M.D. (born 03/11/37) Trustee Brigham and Women's Hospital, Chief of Cardiac J. DALE SHERRATT (born 09/23/38) Trustee Surgery; Harvard Medical School, Professor of Insight Resources, Inc. (acquisition planning Surgery specialists), President; Wellfleet Investments (investor in health care companies), Managing THE HON. SIR J. DAVID GIBBONS, KBE (born 06/15/27) General Partner (since 1993); Paragon Trade Trustee Brands, Inc. (disposable consumer products), Edmund Gibbons Limited (diversified holding Director; Cambridge Nutraceuticals (professional company), Chief Executive Officer; Colonial nutritional products), Chief Executive Officer Insurance Company Ltd., Director and Chairman; (until May 2001) Bank of Butterfield, Chairman (until 1997) ELAINE R. SMITH (born 04/25/46) Trustee WILLIAM R. GUTOW (born 09/27/41) Trustee Independent health care industry consultant Private investor and real estate consultant; Capitol Entertainment Management Company (video WARD SMITH (born 09/13/30) Trustee franchise), Vice Chairman Private investor; Sundstrand Corporation (manufacturer of highly engineered products for J. ATWOOD IVES (born 05/01/36) Trustee industrial and aerospace applications), Director Private investor; KeySpan Corporation (energy (until June 1999) related services), Director; Eastern Enterprises (diversified services company), Chairman, Trustee and Chief Executive Officer (until November 2000) (1) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., "public companies"). * "Interested person" of MFS within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act) which is the principal federal law governing investment companies like the Trust. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116. OFFICERS JEFFREY L. SHAMES (born 06/02/55) Trustee, ROBERT R. FLAHERTY (born 09/18/63) Assistant Chairman and President Treasurer Massachusetts Financial Services Company, Chairman Massachusetts Financial Services Company, Vice and Chief Executive Officer President (since August 2000); UAM Fund Services, Senior Vice President (prior to August 2000) JAMES R. BORDEWICK, JR. (born 03/06/59) Assistant Secretary and Assistant Clerk ELLEN MOYNIHAN (born 11/13/57) Assistant Treasurer Massachusetts Financial Services Company, Senior Massachusetts Financial Services Company, Vice Vice President and Associate General Counsel President (since September 1996) MARK E. BRADLEY (born 11/23/59) Assistant JAMES O. YOST (born 06/12/60) Assistant Treasurer Treasurer Massachusetts Financial Services Company, Senior Massachusetts Financial Services Company, Vice Vice President President (since March 1997) STEPHEN E. CAVAN (born 11/06/53) Secretary and Clerk Massachusetts Financial Services Company, Senior Vice President, General Counsel and Secretary The Trust holds annual shareholder meetings for the purpose of electing Trustees. Trustees are not elected for fixed terms. This means that each Trustee will be elected to hold office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. 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. Messrs. Shames, Ives, Perera and Poorvu, and Ms. Smith have served in their capacity as Trustee of the Trust continuously since originally elected or appointed. Messrs. Ballen and Gutow have each served as a Trustee of the Trust since August 1, 2001. Messrs. Cohn, Gibbons, Sherratt and Smith, and Ms. O'Neill were elected by shareholders and have served as Trustees of the Trust since January 1, 2002. Mr. Parke has served as a Trustee of the Trust since January 1, 2002. Each of the Trust's Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor and, in the case of the officers, with certain affiliates of MFS. Each Trustee serves as a board member of 117 funds within the MFS Family of Funds. The Statement of Additional Information contains further information about the Trustees and is available without charge upon request, by calling 1-800-225-2606. INVESTMENT ADVISER TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSING Massachusetts Financial Services Company AGENT 500 Boylston Street State Street Bank and Trust Company c/o MFS Boston, MA 02116-3741 Service Center, Inc. P.O. Box 55024 Boston, MA 02205-5024 1-800-637-2304 PORTFOLIO MANAGER Peter C. Vaream+ CUSTODIAN State Street Bank and Trust Company + MFS Investment Management MFS(R) MULTIMARKET INCOME TRUST ------------- PRSRT STD U.S. POSTAGE [logo] M F S(R) PAID INVESTMENT MANAGEMENT MFS ------------- 500 Boylston Street Boston, MA 02116-3741 (C)2002 MFS Investment Management(R). 500 Boylston Street, Boston, MA 02116. MMTCE-3 6/02 68M