DEF 14A 1 c115229_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

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MFS MULTIMARKET INCOME TRUST

MFSMUNICIPAL INCOME TRUST

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MFS^® MULTIMARKET INCOME TRUST
MFS^® MUNICIPAL INCOME TRUST

111 Huntington Avenue, Boston, Massachusetts 02199

Notice of Special Meeting of Shareholders

To be held on March 11, 2026

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that a special meeting of holders of common shares of beneficial interest (“common shareholders”) of each of MFS Multimarket Income Trust (“MMT”) and MFS Municipal Income Trust (“MFM”) (each of MMT and MFM, a “Trust” or an “Acquiring Fund” and collectively, the “Trusts” or “Acquiring Funds”) and holders of Remarketable Variable Rate MuniFund Term Preferred Shares (“RVMTP Shares”) of MFM (“preferred shareholders” and, together with common shareholders, the “shareholders”) will be held at 111 Huntington Avenue, Boston, Massachusetts 02199, at 11:00 a.m. (Eastern Time) on Wednesday, March 11, 2026, (the “Special Meeting”) for the following purposes (collectively, the “Proposals”):

	ITEM 1.	a. To approve the issuance of additional common shares of beneficial interest of MMT, in connection with the proposed reorganizations of each of MFS Charter Income Trust (“MCR”), MFS Intermediate High Income Fund (“CIF”), MFS Government Markets Income Trust (“MGF”), and/or MFS Intermediate Income Trust (“MIN”) (together with CIF, MGF, MIN, each a “Target Taxable Fund”) with and into MMT (each, a “Taxable Fund Merger” and collectively, the “Taxable Fund Mergers”). (To be voted on by common shareholders of MMT.)

		b. To approve the issuance of additional common shares of beneficial interest of MFM, in connection with the proposed reorganizations of each of MFS High Income Municipal Trust (“CXE”), MFS High Yield Municipal Trust (“CMU”), MFS Investment Grade Municipal Trust (“CXH”), and/or abrdn National Municipal Income Fund (“VFL”) (together with CXE, CMU and CXH, each a “Target Municipal Fund” and, together with the Target Taxable Funds, the “Target Funds”) with and into MFM (each a “Municipal Fund Merger” and collectively, the “Municipal Fund Mergers”). (To be voted on by common and preferred shareholders of MFM, voting together as a single class.)

	ITEM 2.	To approve new management agreements. Shareholders of each Trust are being asked to approve a new management agreement with abrdn Inc. (“Aberdeen”). (To be voted on by common shareholders of MMT, voting as a separate class, and by common and preferred shareholders of MFM, voting together as a single class.)

	ITEM 3.	To elect Trustees to the Board of Trustees of each Trust as outlined below:

		a. For MMT, five (5) Trustees – Christian Pittard, Nancy Yao, C. William Maher, Gordon Baird, and Todd Reit. (To be voted on by common shareholders of MMT.)

		b. For MFM, (i) three (3) Trustees – Christian Pittard, Gordon Baird and Todd Reit; and ii) two (2) Trustees – Nancy Yao and


		c. C. William Maher. (Part (i) to be voted on by common and preferred shareholders of MFM, voting together as a single class, and Part (ii) to be voted on by preferred shareholders of MFM only, voting as a separate class.)


	ITEM 4.	To transact such other business as may properly come before the Special Meeting and any adjournment(s) or postponement(s) thereof.

The Proposals are discussed in greater detail in the enclosed Proxy Statement.

This notice and the related proxy materials are first being mailed to shareholders on or about February 5, 2026.

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

It is anticipated that each Trust will hold its Special Meeting at the same time and location with the other Trust. Shareholders of each Trust will vote separately on each item proposed for that Trust.

Only a Trust’s shareholders of record as of the close of business on December 11, 2025 (the “Record Date”), will be entitled to receive notice of and to vote at that Trust’s Special Meeting or any adjournment(s) or postponement(s) thereof.

Thank you in advance for your participation in this important event.

By order of the Board of Trustees,

DAVID DILORENZO

President

January 30, 2026

YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOU PROMPTLY VOTING, SIGNING AND RETURNING THE ENCLOSED PROXY SO THAT IT IS RECEIVED BY THE DATE OF THE SPECIAL MEETING OR RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET BY 10:00 A.M., EASTERN TIME, ON THE DATE OF THE SPECIAL MEETING, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR EACH TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.

IMPORTANT INFORMATION FOR SHAREHOLDERS OF

MFS® MULTIMARKET INCOME TRUST
MFS® MUNICIPAL INCOME TRUST

QUESTIONS AND ANSWERS

The following is a summary of certain information contained in the Proxy Statement (the “Proxy Statement”). Shareholders should read the entire Proxy Statement carefully.

Questions and Answers – Shareholder Meeting and Proposals

What is this document and why did you send it to me?

This document has been sent to holders of common shares of beneficial interest (“common shareholders”) of each of MFS Multimarket Income Trust (“MMT”) and MFS Municipal Income Trust (“MFM”) and to holders of Remarketable Variable Rate MuniFund Term Preferred Shares (“RVMTP Shares”) of MFM (“preferred shareholders” and, together with common shareholders, the “shareholders”) to provide information and, with respect to each of MMT and MFM (each, a “Trust” or an “Acquiring Fund” and, collectively, the “Trusts” or the “Acquiring Funds”), to solicit proxies in connection with the following proposed Reorganizations (as defined below) and other significant changes (collectively, the “Proposals”):

	ITEM 1.	a. To approve the issuance of additional common shares of beneficial interest of MMT, in connection with the proposed reorganizations of each of MFS Charter Income Trust (“MCR”), MFS Intermediate High Income Fund (“CIF”), MFS Government Markets Income Trust (“MGF”), and/or MFS Intermediate Income Trust (“MIN”) (together with CIF, MGF, MIN, each a “Target Taxable Fund”) with and into MMT (each, a “Taxable Fund Merger” and collectively, the “Taxable Fund Mergers”). (To be voted on by common shareholders of MMT.)

		b. To approve the issuance of additional common shares of beneficial interest of MFM, in connection with the proposed reorganizations of each of MFS High Income Municipal Trust (“CXE”), MFS High Yield Municipal Trust (“CMU”), MFS Investment Grade Municipal Trust (“CXH”), and/or abrdn National Municipal Income Fund (“VFL”) (together with CXE, CMU and CXH, each a “Target Municipal Fund” and, together with the Target Taxable Funds, the “Target Funds”) with and into MFM (each a “Municipal Fund Merger” and collectively, the “Municipal Fund Mergers” and together with the Taxable Fund Mergers, the “Reorganizations” with each a “Reorganization”). (To be voted on by common and preferred shareholders of MFM, voting together as a single class.) (a. and b., the “Share Issuance Proposals”).

	ITEM 2.	To approve new management agreements. Shareholders of each Trust are being asked to approve a new management agreement with abrdn Inc. (“Aberdeen”). (To be voted on by common shareholders of MMT, voting as a separate class, and by common and preferred shareholders of MFM, voting together as a single class.) (the “New Management Agreement Proposal”).

	ITEM 3.	To elect Trustees to the Board of Trustees of each Trust as outlined below:

		a. For MMT, five (5) Trustees – Christian Pittard, Nancy Yao, C. William Maher, Gordon Baird, and Todd Reit. (To be voted on by common shareholders of MMT.)

		b. For MFM, (i) three (3) Trustees – Christian Pittard, Gordon Baird and Todd Reit; and ii) two (2) Trustees – Nancy Yao and


		c. C. William Maher. (Part (i) to be voted on by common and preferred shareholders of MFM, voting together as a single class, and Part (ii) to be voted on by preferred shareholders of MFM only, voting as a separate class.) (the “New Board Proposal”).


	ITEM 4.	To transact such other business as may properly come before the Special Meeting and any adjournment(s) or postponement(s) thereof.

The accompanying Proxy Statement serves as a proxy statement for common shareholders of each Trust and preferred shareholders of MFM and contains information about the upcoming shareholder meeting and the Proposals that common shareholders of each Trust and preferred shareholders of MFM should know before voting.

Shareholders should consider retaining the Proxy Statement for future reference.

Why is a shareholder meeting being held, and what is being proposed for approval?

On December 10, 2025, Massachusetts Financial Services Company (“MFS”) and Aberdeen and, for the purposes specified therein, Aberdeen Group plc, entered into a purchase agreement (the “Purchase Agreement”) pursuant to which Aberdeen will acquire certain assets and liabilities related to MFS’ business of providing investment management services with respect to the assets of the Trusts and certain other registered investment companies (the “Business”) if certain closed-end fund reorganizations into the Trusts are approved, and upon satisfaction or waiver of certain other conditions. Under the Purchase Agreement, MFS has agreed to transfer to Aberdeen, in exchange for a cash payment at the closing of the Transaction (as defined below) and subject to certain conditions and exceptions, (i) all right, title and interest of MFS in and to the books and records relating to the Business of the Trusts; (ii); the historical investment performance records of the funds being reorganized; and (iii) the goodwill of the Business (the “Transaction”).

The Trusts are not a party to the Purchase Agreement. However, the consummation of the Transaction with respect to each Trust is subject to certain conditions, including, but not limited to, approval of certain Reorganizations by shareholders of the applicable Target Funds, as described in Joint Prospectus/Proxy Statements mailed to Target Fund shareholders (each, a “Target Funds Prospectus/Proxy Statement”), and approval by shareholders of such Trust of the Proposals, namely (i) its Share Issuance Proposal, (ii) the New Management Agreement Proposal, and (iii) the New Board Proposal.

The Board of Trustees (the “Board”) of each Trust has approved the Reorganization of each Target Fund into the corresponding Trust and the Proposals, subject to approval by the common shareholders and, as applicable, preferred shareholders of each Trust of the Proposals and certain other conditions. Accordingly, at the joint special meeting of shareholders of each Trust, expected to be held on March 11, 2026 (the “Special Meeting”), common and preferred shareholders, as applicable, of each Trust will be asked to approve the following proposals:

MMT Shareholders—Share Issuance Proposal. The common shareholders of MMT will be asked to approve the issuance of additional common shares of MMT (the “MMT Merger Shares”) to be issued to common shareholders of each Target Taxable Fund in connection with the acquisition by MMT of all of the assets and liabilities of each Target Taxable Fund, as described further below (the “Taxable Fund Proposal”).

MFM Shareholders—Share Issuance Proposal. The common and preferred shareholders of MFM, voting as a single class, will be asked to approve the issuance of additional common shares of MFM (the “MFM Merger Shares” and, together with the MMT Merger Shares, the “Common Merger Shares”) to be issued to common shareholders of each Target Municipal Fund in connection with the acquisition by MFM of all of the assets and liabilities of each Target Municipal Fund, as described further below (the “Municipal Fund Proposal”).

MMT and MFM Shareholders—New Management Agreement Proposal. The common and preferred shareholders of MFM, voting as a single class, will be asked to approve a new investment management agreement between MFM and Aberdeen (the “New MFM Management Agreement”). The common shareholders of MMT, voting as a separate class, will be asked to approve a new investment management agreement between MMT and Aberdeen (the “New MMT Management Agreement” together with the New MFM Management Agreement the “New Management Agreements” and each a “New Management Agreement”) to replace MFS as the investment adviser to each Trust.

MMT and MFM Shareholders—New Board Proposal. The common shareholders of MMT voting as a single class, will be asked to elect five (5) Trustees for MMT – Christian Pittard, Nancy Yao, C. William Maher, Gordon Baird, and Todd Reit. The common and preferred shareholders of MFM, voting as a single class, will be asked to elect three (3) Trustees for MFM – Christian Pittard, Gordon Baird and Todd Reit. The preferred shareholders of MFM, voting as a separate class, will be asked to elect two (2) Trustees for MFM – Nancy Yao and C. William Maher. The New Board Proposal for a Trust is contingent on the approval of the New Management Agreement Proposal by such Trust and is subject to certain other Transaction Conditions, as described further below.

Additional information about the Proposals is included in the Proxy Statement.

Generally, if the applicable Share Issuance Proposal is approved by shareholders of a Trust, and if a Reorganization is approved by a corresponding Target Fund, then such Trust would acquire all of the assets and liabilities of such corresponding Target Fund, and the common shares of such Target Fund would, in effect, be exchanged for new common shares of such Trust with an equal aggregate net asset value (except for cash received in lieu of any fractional shares). The proposed reorganization of VFL is subject to additional contingencies as described in greater detail in the Proxy Statement and in the applicable Target

Funds Prospectus/Proxy Statement. In addition, each Target Municipal Fund, except for VFL, has one series of Remarketable Variable Rate MuniFund Term Preferred Shares (“RVMTP Shares”) outstanding. As part of the Municipal Fund Mergers, the outstanding RVMTP Shares of the Target Municipal Funds, except for VFL, will, in effect, be exchanged for RVMTP Shares of MFM with an aggregate liquidation preference equal to, and other terms that are substantially identical to, the RVMTP Shares of each such Target Fund. If MMT or MFM shareholders do not approve their Share Issuance Proposal, the Taxable Fund Mergers, with the exception of CIF’s Reorganization, or the Municipal Fund Mergers, as applicable, will not occur. The accompanying Proxy Statement provides additional information about the Reorganizations.

With respect to the New Management Agreement Proposal and the New Board Proposal, Aberdeen would become the new investment adviser for a Trust and the new Trustees would take office for a Trust (the appointment of the new investment adviser and the new Trustees, collectively, the “Proposed Board and Management Changes”) only if (a) the applicable Share Issuance Proposal is approved by shareholders of such Trust, (b) the New Management Agreement Proposal is approved by shareholders of such Trust, (c) the New Board Proposal is approved by shareholders of such Trust, (d) the Reorganizations are approved by shareholders of certain corresponding Target Funds and (e) certain other conditions as stated in the Purchase Agreement are satisfied or waived (each of (a), (b), (c), (d), and (e) a “Transaction Condition”). With respect to Transaction Condition (d), under the terms of the Purchase Agreement, the Proposed Board and Management Changes will not take effect for MMT unless the Reorganizations of MIN and MCR, respectively, with and into MMT have occurred or such condition is waived, and the Proposed Board and Management Changes will not take effect for MFM unless the Reorganization of CXE with and into MFM has occurred. If any Transaction Condition is not satisfied or waived for a Trust, the Transaction and the Proposed Board and Management Changes will not be completed for such Trust, in which case MFS, the current investment adviser of each Trust, will continue to serve as such Trust’s investment adviser, and the current Trustees will continue to oversee such Trust. In such case MFS may recommend alternative proposals to the relevant Fund’s Board, including, but not limited to, a re-solicitation of votes for the Reorganization. A Trust may complete the Transaction irrespective of whether the shareholders of the other Trust approve the New Management Agreement Proposal or the New Board Proposal.

If approved, the Reorganizations are expected to close, and the Proposed Board and Management Changes are expected to take effect, on or about June 1, 2026, subject to the satisfaction of the certain closing conditions (the “Closing Date”). MMT as it would exist after each Taxable Fund Merger is referred to as the “MMT Combined Fund” and MFM as it would exist after each Municipal Fund Merger is referred to as the “MFM Combined Fund” (together with the MMT Combined Fund, each a “Combined Fund” and collectively the “Combined Funds”).

What happens if some or all of the Proposals are not approved by the shareholders?

If shareholders of a Trust do not approve the applicable Share Issuance Proposal with respect to such Trust, the applicable Reorganizations will not occur, and the applicable Common Merger Shares will not be issued, except that CIF’s reorganization with and into MMT may be consummated without the approval of the Share Issuance Proposal by MMT’s shareholders (see “Why are the shareholders of each Trust being asked to vote with respect to the issuance of Common Merger Shares in connection with the Reorganizations?” below). If the Share Issuance Proposal is not approved by shareholders of a Trust, the Board may take such actions as it deems in the best interests of such Trust, including conducting additional solicitations with respect to the Share Issuance Proposal or continuing to operate such Trust without conducting the applicable Reorganizations. If shareholders of a Trust approve the Share Issuance Proposal, but do not approve the New Management Agreement Proposal or the New Board Proposal, the applicable Reorganization may be consummated, but MFS will continue to serve as the investment adviser to the Combined Fund and the current Board of Trustees will continue to oversee the Combined Fund. If some Reorganizations are not consummated, the applicable Target Funds will continue to exist and operate as separate funds, and the Board of each such Target Fund will consider such alternatives as it determines to be in the best interests of such Target Fund’s shareholders. In such case MFS may recommend alternative proposals to the relevant Fund’s Board, including, but not limited to, a re-solicitation of votes for the Reorganization. For the avoidance of doubt, such Share Issuance Proposal can be approved by shareholders of the applicable Trusts, and the Reorganizations can be consummated, independently of whether the Transaction is completed.

As noted above, if any Transaction Condition is not satisfied or waived for a Trust (including if the New Management Agreement Proposal or the New Board Proposal is not approved by shareholders of such Trust), the Transaction will not be completed for such Trust. If, however, all Transaction Conditions are satisfied or waived for a Trust, the Trust may complete the Transaction irrespective of whether the shareholders of the other Trust approve the Proposals. If a Transaction Condition is not satisfied or waived for a Trust, the Board may take such action as it deems in the best interests of the applicable Trust, including conducting additional solicitations with respect to the Proposals or continuing to operate such Trust without conducting the applicable Transaction. The consummation of the Transaction for a Trust is not contingent upon the consummation of the Transaction with respect to the other Trust.

Questions and Answers – Reorganizations and Share Issuance Proposals

What is the rationale for the Transaction and the Reorganizations?

The Board of each Trust, including the Trustees who are not “interested persons” (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended, (the “1940 Act”), has determined that the Reorganizations would be in the best interests of each Trust and its shareholders. The Board considered a number of factors in reaching its determination with respect to each Reorganization, including, but not limited to, the following, and in no order of priority¹:

	•	each Target Fund’s investment objectives, strategies and policies, investment restrictions, and investment risks compared to those of the applicable Combined Fund.

	•	the continuity of the overall investment strategy of each Target Fund in light of the substantially similar investment objectives and substantially similar or similar principal investment strategies of each Target Fund and the applicable Acquiring Fund;

	•	the potential benefits of investing in a significantly larger fund, including the potential for improved economies of scale, enhanced trading and investment efficiencies, and operating and administrative efficiencies;


	•	the performance track record of each of the Target Funds and the applicable Acquiring Fund and the potential for improved long-term performance of an investment in the applicable Combined Fund, recognizing that no assurances can be given that the Acquiring Funds or Combined Funds will achieve any particular level of performance after the Reorganizations and Transaction;

	•	the operating expenses (on both a gross and net basis) that shareholders of the Target Funds and the applicable Acquiring Fund are expected to experience as shareholders of the applicable Combined Fund after the Reorganizations relative to the operating expenses currently borne by such shareholders;


	•	alternatives to the Reorganizations, including MFS continuing to operate each Target Fund separately, and the potential benefits and costs related thereto;

	•	the potential premium/discount to NAV of the Combined Funds as compared to each Target Fund’s NAV;

	•	the potential for improved secondary market trading of the larger Combined Funds;

	•	the anticipated tax-free nature of the exchange of shares in the Reorganizations and other expected U.S. federal income tax consequences of the Reorganizations, including the potential effects on each Target Fund’s capital loss carryforwards, and the effects on each Target Fund’s undistributed net investment income and capital gains, if any;

	•	that MFS and its affiliates and Aberdeen and its affiliates will bear all direct costs and expenses incurred in connection with the Reorganizations and the special meetings of shareholders (other than any brokerage commissions or other portfolio transaction costs, including those associated with transferring certain assets to each Acquiring Fund and repositioning costs);

	•	the terms of the Reorganizations and whether the Reorganizations would dilute the interests of shareholders of each Target Fund;

	•	the effect of the Reorganizations on shareholder rights; and

	•	any potential benefits of the Reorganizations to MFS and its affiliates; and

	•	the above factors and certain other factors as more fully described in the applicable Target Funds Prospectus/Proxy Statement provided to Target Fund shareholders.

¹The references to “Target Fund” in this response to the above question 4 are in reference to each Target Fund except VFL, which is overseen by a different board of Trustees.

In the context of the broader Transaction, the Board also considered certain additional factors in its approval and recommendation of each Target Fund’s Reorganization, including among others, the following factors in no order of priority:

	•	the experience and history of Aberdeen in managing closed-end funds and the experience and qualifications of the proposed portfolio management team of Aberdeen that will manage the Combined Funds, subject to the approval of the Acquiring Fund’s shareholders;

	•	the potential effects of the Reorganizations on the distributions of the Target Funds, including Aberdeen’s proposal to increase the annual distribution rate of the Combined Funds, which would be higher than each Target Fund’s current annual distribution rate;

	•	the potential for a lower or comparable net total expense ratio with respect to certain of the Target Funds and Aberdeen’s agreement to limit the total operating expenses of each Combined Fund for a period of twenty-four months following the Reorganizations; and

	•	MFS’s and Aberdeen’s representations that the Reorganizations and Transaction are not expected to result in a diminution in the level or quality of services that shareholders of the Target Funds and/or the applicable Acquiring Fund currently receive, and that shareholders of the Combined Funds will receive a comparable level and quality of services following the Transaction compared to the services they currently receive as shareholders of the Target Funds and/or the applicable Acquiring Fund; and

	•	the above factors and certain other factors as more fully described in this Proxy Statement in “Approval of New Management Agreement—Board Consideration of the New Management Agreements” and/or in separate Target Funds Prospectus/Proxy Statements provided to Target Fund shareholders.

Why are the shareholders of each Trust being asked to vote with respect to the issuance of Common Merger Shares in connection with the Reorganizations?

Subject to Board approval, the Reorganization of each Trust may be accomplished without approval of the Trust’s shareholders pursuant to its organizational documents and applicable federal and state law. However, given the relative size of each Trust and the corresponding Target Funds and the resulting number of Common Merger Shares each Trust would issue in connection with the Reorganizations, applicable New York Stock Exchange (“NYSE”) rules generally require each Trust’s shareholders to approve the applicable Share Issuance Proposal. If the common shareholders of MMT do not approve the Share Issuance Proposal, MMT may still issue Common Merger Shares to the common shareholders of CIF in connection with CIF’s Reorganization so long as the number of such Common Merger Shares so issued is less than 20 percent of the number of MMT common shares outstanding before such issuance.

How will the Reorganizations work?

If the applicable Share Issuance Proposal is approved by a Trust and a Reorganization is approved by the shareholders of the applicable Target Fund, and subject to the satisfaction or waiver of certain other conditions, each Reorganization would be effected pursuant to a separate Agreement and Plan of Reorganization, which provides, at a high level, for the following:

	i.	the transfer of all of the assets of each Target Fund to the corresponding Trust and the assumption by such Trust of the liabilities of such corresponding Target Fund;

	ii.	for the Taxable Fund Mergers, the delivery to each Target Taxable Fund by MMT of MMT Merger Shares (and cash in lieu of fractional MMT Merger Shares, if any) having an aggregate net asset value equal to the net asset value of the Target Taxable Fund on such date;

	iii.	for the Municipal Fund Mergers, the delivery to each Target Municipal Fund of MFM Merger Shares (and cash in lieu of fractional MFM Merger Shares, if any) and, in the case of CXE, CMU and CXH, newly-issued RVMTP Shares of MFM (the “RVMTP Merger Shares”) having an aggregate net asset value equal to the net asset value of the Target Municipal Fund on such date;

	iv.	the distribution of each Trust’s Common Merger Shares (and cash in lieu of fractional Common Merger Shares, if any) pro rata to the common shareholders of the corresponding Target Fund;

	v.	in the case of CXE, CMU and CXH, the distribution of the RVMTP Merger Shares pro rata to the shareholders of RVMTP Shares of the corresponding Target Municipal Fund; and

	vi.	the subsequent termination, dissolution and complete liquidation of each Target Fund.

Immediately after the close of each Reorganization, the common shareholders of each Target Fund would hold common shares of the corresponding Combined Fund (and cash in lieu of fractional Common Merger Shares, if any) having an aggregate NAV equal to the aggregate NAV of the common shares of such Target Fund held by those shareholders as of the close of business on the Closing Date. Immediately after the close of each Municipal Fund Merger, the preferred shareholders of each Target Municipal Fund would hold RVMTP Shares of the MFM Combined Fund having an aggregate liquidation preference equal to the aggregate liquidation preference of the RVMTP Shares of such Target Municipal Fund held by those shareholders as of the close of business on the Closing Date.

Following the Reorganizations, the Trusts will have the same investment objectives and will be managed in accordance with substantially similar investment policies and strategies, as discussed below. See “Will the proposed new investment adviser change the Trusts’ investment objective and policies?” below.

How will the Reorganizations affect my rights as a shareholder?

If you are a common shareholder of a Trust, the Reorganizations will not affect the number of Trust shares that you own or the NAV of those shares upon consummation of the Reorganizations. Because each Trust will issue additional common shares for an increase in the Trust’s assets under management in connection with the Reorganizations, your shares will represent a smaller portion of such Trust’s total outstanding common shares and associated voting rights following the Reorganizations. Each Trust’s common shares are traded on the NYSE, and may for a variety of reasons trade at a premium or discount to their NAV at any time. Following the Reorganizations, each Trust’s common shares may trade at a premium or discount that is different from their current or the corresponding Target Funds’ current common share premium or discount prior to the Reorganizations.

The rights, preferences and terms of the RVMTP Shares of MFM will not change as a result of the Reorganizations.

Will there be any significant portfolio transitions in connection with the Reorganizations that impacts the Trusts’ shareholders?

In consummating the Reorganizations, each Trust is expected to assume all the portfolio assets of each corresponding Target Fund, which may result in a Trust’s portfolio being inconsistent with its investment strategies and policies. Additionally, each Trust may assume a significant amount of cash and may seek to purchase additional assets consistent with its investment strategies and policies. Accordingly, following each Reorganization, each Trust expects to realign its portfolio in a manner consistent with its investment strategies and policies, which will be substantially similar to the Trust’s current strategies and policies. Each Trust may not be invested consistent with its investment strategies and policies while such realignment occurs.

To the extent there are any transaction costs (including brokerage commissions, transaction charges and related fees) associated with the sales and purchases made in connection with each respective Reorganization, these will be borne by the respective Target Fund with respect to the portfolio transitioning conducted before the Reorganizations and borne by the applicable Combined Fund with respect to the portfolio transitioning conducted after the Reorganizations. MFS expects that each Target Fund will dispose of assets that cannot be transferred in the Reorganization and, for MFM and the Municipal Target Funds that utilize tender option bonds (“TOBs”), assets to unwind the TOBs structure, each at MFM’s and the applicable Municipal Target Fund’s expense in advance of the Closing Date. Any remaining repositioning of the Trusts is anticipated to take approximately 20 days following the closing of the Reorganizations, based on current market conditions and assuming that the Target Funds’ holdings are the same as of August 31, 2025. Sales and purchases of less liquid securities could take longer. Based on each Taxable Fund’s holdings as of August 31, 2025, the MMT Combined Fund expects to reposition approximately 1.64% of its portfolio following the closing of the Taxable Fund Mergers, assuming that all Taxable Fund Mergers are approved and consummated, which would generate an estimated $87,056 or less than $0.001 per share, in transaction costs if such securities were sold on August 31, 2025. Based on each Municipal Fund’s holdings as of August 31, 2025, the MFM Combined Fund expects to reposition approximately 3.18% of its portfolio following the closing of the Municipal Fund Mergers, assuming that all Municipal Fund Mergers are approved and consummated, which would generate an estimated $132,522, or $0.001 per share, in transaction costs if such securities were sold on August 31, 2025. The portfolio transitioning pre- and post-Reorganizations may result in capital gains or losses, which may have U.S. federal income tax consequences for shareholders of the Trusts. The foregoing estimates are subject to change depending on the composition of the portfolio holdings transferred to each Trust at closing and market circumstances when the portfolio transitioning occurs.

Who will bear the costs associated with the Special Meeting and each Reorganization?

MFS and its affiliates and Aberdeen and its affiliates will bear all direct costs and expenses incurred in connection with the Reorganizations and the Special Meetings, including, but not limited to, proxy and proxy solicitation costs, printing and mailing

costs, legal fees, and listing, registration and filing fees. To the extent there are any transaction costs (including brokerage commissions, transaction charges and related fees) associated with the sales and purchases made in connection with the Reorganizations, these will be borne by the applicable Target Fund with respect to the portfolio transitioning conducted before the Reorganizations and borne by the applicable Combined Fund with respect to the portfolio transitioning conducted after the Reorganizations.

In connection with the Reorganizations, Aberdeen and/or MFS will pay out-of-pocket expenses and charges associated with solicitation of shareholder votes and mailing of proxies. A third-party proxy solicitation vendor, EQ Fund Solutions, LLC (“EQ Fund Solutions”), will assist with solicitation of shareholder votes and mailing of the Target Funds Prospectus/Proxy Statements in connection with the Reorganizations. The total estimated costs to be paid by Aberdeen and/or MFS for these services are $991,598.

None of the Trusts, the Target Funds, MFS, or Aberdeen will pay any direct expenses incurred by shareholders arising out of or in connection with the Reorganizations (e.g., expenses incurred by a shareholder as a result of attending the Special Meeting, voting on the Reorganizations, or other action taken by the shareholder in connection with the Reorganizations). The actual costs associated with the proposed Reorganizations may be more or less than the estimated costs discussed herein.

10.

Are the Reorganizations expected to create a taxable event for the Trusts?

MFS expects that each Reorganization will be treated as a “reorganization” within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, it is expected that the Trusts and their respective shareholders generally will not recognize any gain or loss as a result of the Reorganizations for U.S. federal income tax purposes.

However, to the extent a Trust expects to reposition its portfolio following the Reorganizations (as discussed above), the Trust may recognize gain or loss from transfers of certain assets. Capital gains or losses realized in connection with any repositioning of a Trust’s portfolio will depend on the value and the adjusted basis of such Trust’s assets at the actual time of repositioning, if any. As a result, shareholders of each Trust may pay more in taxes or pay taxes sooner than they would have had the Reorganizations not occurred. Based on each Taxable Fund’s holdings as of August 31, 2025, the MMT Combined Fund expects to reposition approximately 1.64% of its portfolio following the closing of the Taxable Fund Mergers. Assuming that all Taxable Fund Mergers are approved and consummated, if the portfolio restructuring had occurred on August 31, 2025, this would have resulted in estimated capital losses from the repositioning of MMT’s portfolio of $(1,953,269), or (0.014) per share. Based on each Municipal Fund’s holdings as of August 31, 2025, the MFM Combined Fund expects to reposition approximately 3.18% of its portfolio following the closing of the Municipal Fund Mergers. Assuming that all Municipal Fund Mergers are approved and consummated, if the portfolio restructuring had occurred on August 31, 2025, this would have resulted in estimated capital losses from the repositioning of MFM’s portfolio of $(12,082,949.76), or $0.107 per share. The amount of net capital gains or losses realized and distributed can fluctuate widely and will depend on, among other things, market conditions at the time of the sales. The tax impact of the restructuring will depend on the difference between the price at which portfolio securities are sold and each Trust’s basis in such securities, offset by capital loss carryforwards, if any, and subject to the Code’s loss limitation rules. The gains from the portfolio repositioning post-Reorganizations would be in addition to any gains generated by each Trust in the ordinary course of business prior to the Reorganizations. Any net capital gains realized by the Target Funds will be distributed prior to the Reorganizations, and such distribution will be taxable to shareholders.

Post-Reorganization, no special distribution is anticipated and if any net capital gains were generated resulting from the realignment following the closing of the Reorganizations coupled with the results of the relevant Trust’s normal operations during the tax year following the close of the Reorganizations would be distributed to the shareholder base of the respective Trust post-Reorganization in connection with the annual distribution requirements under U.S. federal tax laws.

Shareholders should consult their tax advisers about state and local tax consequences of the Reorganizations, if any, because the information about tax consequences in this Proxy Statement relates only to the U.S. federal income tax consequences of the Reorganization. For more information, please see the section “Issuance of Common Merger Shares—U.S. Federal Income Tax Consequences” in the Proxy Statement.

Questions and Answers – New Management Agreement Proposal

11.

What changes are being proposed to the Trust’s investment adviser and why is the Board recommending Aberdeen?

MFS currently serves as the investment adviser to the Trusts. MFS has recommended that the Board consider and approve the New Management Agreements with Aberdeen with respect to each Trust upon the determination that it would be in the best interest of the Trust’s shareholders. If a New Management Agreement is approved for a Trust, Aberdeen will replace MFS as the investment adviser for each Trust. This change in investment adviser is being proposed as part of the Transaction. See “Why is a shareholder meeting being held, and what is being proposed for approval?” above for more information regarding the Transaction.

On December 10, 2025, MFS and Aberdeen and, for the purposes specified therein, Aberdeen Group plc, entered into the Purchase Agreement pursuant to which Aberdeen will acquire certain assets and liabilities related to the Business of each Trust if: (1) certain closed-end fund reorganizations (as described in the separate Target Funds Prospectus/Proxy Statements) are approved; (2) Aberdeen becomes the investment adviser of such Trust pursuant to the applicable New Management Agreement; (3) the New Board is elected to oversee the Trust; and (4) and upon satisfaction or waiver of certain other conditions.

The Trusts are not party to the Purchase Agreement. However, the consummation of the Transaction with respect to a Trust is subject to shareholder approval of the Proposals described in the enclosed Proxy Statement. If shareholders of a Trust do not approve the issuance of new Common Shares of such Trust and the applicable New Management Agreement and elect the New Board at the Special Meeting, or if the other conditions in the Purchase Agreement are not satisfied or waived, then the Transaction will not be completed and the Purchase Agreement will terminate with respect to such Trust. The election of the five new Trustees for a Trust is therefore contingent on the adoption by such Trust of the applicable New Management Agreement.

On December 10, 2025, the Board, including a majority of the Independent Trustees that were present at the meeting, approved a New Management Agreement between each Trust and Aberdeen. Aberdeen is an indirect wholly-owned subsidiary of Aberdeen Group plc, a London stock exchange listed company. MFS and Aberdeen are not affiliates of each other.

The Proxy Statement provides additional information about Aberdeen and the New Management Agreements. If the Proposals are approved at the Special Meeting, and certain other contingencies discussed herein are satisfied or otherwise waived, it is expected that the New Management Agreements will become effective and Aberdeen will assume its responsibilities thereunder on the Closing Date.

Aberdeen Group plc and its subsidiaries, including Aberdeen, manage approximately $515 billion as of September 30, 2025. Aberdeen and its affiliates are global specialist asset managers, helping clients achieve their target investment outcomes. Aberdeen has extensive experience in managing taxable and municipal securities with substantial assets under management in markets directly relevant to the Trusts. As of September 30, 2025, Aberdeen and its affiliates had approximately $175 billion in global fixed income assets under management. Moreover, closed-end funds are an important element of the Aberdeen client base in the U.S. and globally. Aberdeen and its affiliates managed 15 U.S. closed-end funds and 13 non-U.S. closed-end funds, totaling $26.1 billion in assets as of November 10, 2025. If the New Management Agreement for a Trust is approved and the other Transaction Conditions are satisfied or waived, each Trust would complement, rather than compete with, Aberdeen’s U.S. closed-end fund family. Aberdeen has substantial experience in assimilating closed-end funds into its family of funds. The Trusts would be managed by an experienced municipal securities team. Aberdeen is also committed to its asset management business and, in particular, its larger closed-end fund platform, has knowledge of the closed-end fund marketplace, and dedicated closed-end fund investor services professionals. For further details on the Board’s decision to recommend Aberdeen, please see “Approval of New Management Agreement—Board Consideration of the New Management Agreements” in the Proxy Statement.

The Board believes that approval of each New Management Agreement would be in the best interests of each Trust and its shareholders.

12.

Will the proposed new investment adviser change the Trusts’ investment objectives and policies?

The Trusts’ investment objectives and fundamental policies will not change as a result of the New Management Agreements. The non-fundamental policies will be substantially similar to each Trust’s current investment policies.

If shareholders approve the Proposed Board and Management Changes and Aberdeen assumes management responsibilities as the Trusts’ investment adviser, the Trusts will be managed in accordance with Aberdeen’s investment philosophy and processes. Aberdeen uses a team-based approach characterized by collaboration between their portfolio managers and other professionals. The implementation of the Trusts’ investment objective and investment policies and strategies by Aberdeen and the Aberdeen Investment Team may vary materially compared to the investment process currently employed by MFS in managing the Trusts. This may cause holdings and other portfolio attributes of a Trust to vary significantly from those historically experienced by such Trust.

For MFM, Aberdeen will employ a bottom-up approach to portfolio construction that capitalizes on pricing inefficiencies at the individual security level to identify the most compelling risk-adjusted yield opportunities. The macro environment informs Aberdeen’s investment view and tactical positioning; however, security selection is the primary driver of MFM’s portfolio composition. Sector weights result from Aberdeen’s bottom-up security selection and risk-management process. Aberdeen will generally invest in securities for income rather than seeking capital appreciation through active trading. Aberdeen may also consider the most material potential Environmental, Social and Governance (“ESG”) risks and opportunities impacting issuers, where relevant. As ESG information is just one investment consideration, ESG considerations generally are not solely determinative in any investment decision made by Aberdeen.

For MMT, Aberdeen will seek to identify attractive opportunities across the global fixed income market and employ an active approach in allocating MMT’s assets across multiple fixed income sectors based on, among other things, market conditions, credit fundamentals, valuation and liquidity assessments, economic outlook, credit market trends and other economic factors. In selecting securities for MMT, Aberdeen employs a fundamental, bottom-up investment process, based on firsthand research involving an evaluation of issuers and securities by sector-specialty teams. Aberdeen utilizes a proprietary tool that combines robust historical data with up-to-date views from the sector-specialty teams to assist in seeking to uncover relative value opportunities when constructing portfolios. Aberdeen evaluates securities for potential purchase only after it determines that the issuer is fundamentally sound. Aberdeen examines the material risks of an investment across a spectrum of considerations including financial metrics, regional and national conditions and industry specific factors. Following a thorough research review, Aberdeen evaluates the security’s valuation relative to other potential alternatives. Aberdeen may also consider the most material potential ESG risks and opportunities impacting issuers, where relevant. As ESG information is just one investment consideration, ESG considerations generally are not solely determinative in any investment decision made by Aberdeen. The relevance of ESG factors to the investment process varies across issuers and instrument types.

13.

Will the approval of my Trust’s New Management Agreement result in different terms that affect my shares?

The New Management Agreement applicable to your Trust will not affect your shares. You will still own the same shares in the applicable Trust, and your shares will have the same rights and preferences. Because each Trust will issue additional common shares in connection with the Reorganizations, your shares will represent a smaller portion of such Trust’s total outstanding common shares and associated voting rights following the Reorganizations.

The New Management Agreement for your Trust will have a different fee rate and fee structure than (i) the current investment management agreement between MFS and MMT (the “MFS MMT Management Agreement”) and (ii) the current investment management agreement between MFS and MFM (the “MFS MFM Management Agreement” and, together with the MFS MMT Management Agreement, each a “MFS Management Agreement” and collectively the “MFS Management Agreements”). For further details on the different fee rates, please see “Approval of New Management Agreement—Current and Pro Forma Fees and Expenses of the Trusts” in the accompanying Proxy Statement.

The remaining terms of each New Management Agreement are substantially similar to the terms of the MFS Management Agreements. For further details, please see “Approval of New Management Agreement—Comparison of the MFS Management Agreements and New Management Agreements” in the accompanying Proxy Statement.

14.

What are the fee rates payable under the New Management Agreements? Will total fund expenses increase?

The New Management Agreements will have a different fee structure and different fee rates than the MFS Management Agreements.

MMT Management Agreement

Under the MFS MMT Management Agreement, MMT pays an investment advisory fee in an amount equal to the sum of 0.34% of MMT’s average daily net assets plus 5.40% of MMT’s gross income (i.e., income other than gains from the sale of securities,

short-term gains from options and futures transactions and premium income from options written), on an annual basis in each case.

Under its New Management Agreement, the MMT Combined Fund would pay an investment advisory fee that will be computed daily and paid monthly at an annual rate of 0.85% of MMT’s average daily total “Managed Assets.” “Managed Assets”, as defined in each New Management Agreement, means the total assets of the applicable Combined Fund, including assets attributable to any form of leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding).

MFM Management Agreement

Under the MFS MFM Management Agreement, MFM pays an investment advisory fee in an amount equal to the sum of 0.40% of MFM’s average daily net assets (including the value of outstanding RVMTP Shares) plus 6.32% of MFM’s gross income (i.e., income other than gains from the sale of securities, short-term gains from options and futures transactions and premium income from options written), on an annual basis in each case.

Under its New Management Agreement, the MFM Combined Fund would pay an investment advisory fee that will be computed daily and paid monthly at an annual rate of 0.60% of MFM’s average daily total Managed Assets on the first $500 million in managed assets and 0.55% of MFM’s average daily Managed Assets in excess of $500 million.

It is expected that total annual expenses for the MMT Combined Fund will be lower on a Managed Assets and net assets basis, both including and excluding Aberdeen's proposed expense limitation agreement, as compared to MMT's total annual expenses for a period of at least two years from the date on which Aberdeen begins managing the MMT Combined Fund. With respect to total annual fund operating expenses, which does not include interest expense on borrowed funds, it is expected that such expenses for the MMT Combined Fund will be lower or the same on a Managed Assets and net assets basis including Aberdeen's proposed expense limitation agreement and will be higher on a Managed Assets and net assets basis excluding Aberdeen's proposed expense limitation agreement as compared to MMT's total annual fund operating expenses for a period of at least two years from the date on which Aberdeen begins managing the MMT Combined Fund.

It is expected that total annual expenses for the MFM Combined Fund will be higher on a Managed Assets and net assets basis, both including and excluding Aberdeen's proposed expense limitation agreement, as compared to MFM's total annual expenses for a period of at least two years from the date on which Aberdeen begins managing the MFM Combined Fund. With respect to total annual fund operating expenses, which does not include borrowing costs associated with preferred shares and tender option bonds, it is expected that such expenses for the MFM Combined Fund will be lower on a Managed Assets and net assets basis, both including and excluding Aberdeen's proposed expense limitation agreement, as compared to MFM's total annual fund operating expenses for a period of at least two years from the date on which Aberdeen begins managing the MFM Combined Fund.

For further details on the expense limitation agreements and each Combined Fund's fees and expenses, please see “Approval of New Management Agreement --Current and Pro Forma Fees and Expenses of the Trusts” in the accompanying Proxy Statement.

Questions and Answers – New Board Proposal

15.

Why am I being asked to vote for new Trustees in the New Board Proposal?

Section 16 of the 1940 Act requires that certain percentages of trustees on boards of registered investment companies must have been elected by shareholders under various circumstances. In general, at least a majority of the trustees must have been elected to such office by shareholders. In addition, new trustees cannot be appointed by existing trustees to fill vacancies created by retirements, resignations or an expansion of a board unless, after those appointments, at least two thirds of the trustees have been elected by shareholders.

If the Transaction Conditions for a Trust are satisfied or waived (including shareholder approval of the applicable New Management Agreement), such Trust will undergo changes in its day-to-day operations, investment management, administration and other matters, insofar as these functions will be performed by different organizations and personnel. Each of the Trustees nominated in the New Board Proposal (each, a “Nominee” and collectively the “Nominees,” and if elected, collectively the “New Board”) serves on boards of closed-end funds for which Aberdeen or its affiliates provide advisory services, and as such, these nominees have developed a certain level of familiarity with the investment philosophy, capabilities, personnel and ethics of Aberdeen and its affiliates.

The current Board has determined that if a New Management Agreement is approved by shareholders and entered into by a Trust, it would be in the best interests of such Trust and its shareholders if the new Trustees were elected to serve in place of the current Board. This new slate of Trustees is described in the New Board Proposal.

If the Transaction Conditions for a Trust are satisfied or waived, including obtaining all the necessary shareholder approvals for each applicable Reorganization and shareholder approval of its New Management Agreement, and the New Board is elected by the shareholders of such Trust, the current Board members would resign from their positions immediately prior to the Closing Date, and the Nominees would, if elected, be appointed to serve as Trustees of such Trust on and after the Closing Date. As a result, the number of Trustees on the Board of each Trust would be reduced from twelve (12) to five (5). In addition, subject to the same conditions, the current officers of each Trust are expected to resign immediately prior to the Closing Date and be replaced with new officers who are representatives of Aberdeen on and after the Closing Date.

If any Transaction Condition is not satisfied or waived for a Trust, including if the New Management Agreement is not approved by shareholders of such Trust, the nominees in the New Board Proposal will not serve as Trustees to such Trust, even if elected by shareholders. In such an event, the current Board would continue to serve as the Board of such Trust.

The Proposed Board and Management Changes described in this Proxy Statement are contingent upon each Transaction Condition being satisfied. If any Transaction Condition is not satisfied or waived for a Trust, the Proposed Board and Management Changes will not be completed for such Trust. The consummation of the Transaction for a Trust is not contingent upon the consummation of the Transaction with respect to the other Trust.

16.

How will the New Board and Management Changes impact distributions?

Each Trust intends to continue to qualify as a regulated investment company, as defined under Subchapter M of the Code, and to distribute substantially all of its taxable income, including realized capital gains. In addition, MMT has a managed distribution plan currently in place, pursuant to which MMT seeks to pay monthly distributions based on an annual rate of 8.00% of MMT’s average monthly net asset value. For the fiscal year ended October 31, 2025, MMT’s total distributions totaled 8.01% of MMT’s average monthly net asset value and MFM’s total distributions totaled 4.56% of MFM’s average monthly net asset value.

If the Transaction is consummated with respect to MMT, Aberdeen intends to recommend that the New Board increase MMT’s managed distribution rate to an annual rate of 11.00% of MMT’s average monthly net asset value, subject to approval by the New Board following the completion of the Taxable Fund Mergers. Additionally, if the Transaction is consummated with respect to MFM, Aberdeen intends to recommend that the New Board increase MFM’s distribution rate to an annual rate of 6.00% of MFM’s net asset value, as of or close to the date of the consummation of the Transaction subject to approval by the New Board following the completion of the Municipal Fund Mergers.

17.

Will the New Board and Management Changes result in a change in the Trusts’ service providers?

If the Proposals are approved and the Transaction is consummated, Aberdeen will replace MFS as each Trust’s investment adviser. Aberdeen will replace MFS as administrator of each Trust. Aberdeen anticipates that State Street Bank and Trust Company (“State Street”) will become the sub-administrator of each Trust and provide accounting and financial administrative services to each Trust. The New Board also anticipates appointing a new independent auditor upon consummation of the Reorganizations to replace Ernst & Young LLP as independent auditor of MMT and will replace Deloitte & Touche LLP as independent auditor of MFM. State Street will continue to serve as each Trust’s custodian and Computershare Inc., or an affiliate, will continue to serve as each Trust’s transfer agent.

18.

Will the Trusts’ names change?

Yes. It is anticipated that, following the Transaction, MMT’s name will be changed to Aberdeen Multi-Market Income Fund and MFM’s name will be changed to Aberdeen Municipal Income Fund.

Questions and Answers – Voting

19.

Who is eligible to vote?

Common shareholders of record of each Trust at the close of business on December 11, 2025 are entitled to be present and to vote on the applicable Proposals for their respective Trusts at the Special Meeting or any adjournments, postponements or delays thereof. Additionally, preferred shareholders of record of MFM at the close of business on December 11, 2025 are entitled to be present and to vote on the applicable Proposals at the Special Meeting or on any adjournments, postponements or delays thereof. Shares represented by duly executed and timely delivered proxies will be voted as instructed on the proxy.

20.

What are the quorum, adjournment and voting requirements for the Special Meeting?

Each Trust’s bylaws require at least 30% of such Fund’s shares entitled to vote on the applicable Proposal to be present at the Special Meeting in person or by proxy in order to establish a quorum with respect to such Proposal. If the quorum required for a Proposal is not met, the persons named as proxies may propose adjournment of the Special Meeting with respect to such Proposal(s). Any adjournments with respect to a Proposal will require the affirmative vote of at least 30% of the applicable Fund’s shares entitled to vote present in person or by proxy on the applicable Proposal.

With respect to each Share Issuance Proposal, the Trusts’ organizational documents and applicable law do not require any shareholder vote in connection with the issuance of shares contemplated in the Share Issuance Proposal. However, pursuant to Sections 312.03 and 312.07 of the NYSE Listed Company Manual, each Share Issuance Proposal will require the affirmative vote of “a majority of votes cast.” For MFM, common and preferred shareholders will vote together on the Share Issuance Proposal as a single class. Common shareholders of MMT will vote on their Share Issuance Proposal as a separate class.

With respect to the New Management Agreement Proposal, approval by each Trust will require the affirmative vote of a “majority of the outstanding voting securities” of such Trust as defined in the 1940 Act. This means the lesser of (1) 67% or more of the shares of the Trust present at the Special Meeting if more than 50% of the outstanding shares of the Trust are present or represented by proxy, or (2) more than 50% of the outstanding shares of the Trust. For MFM, the common shareholders and preferred shareholders will vote together as a single class on the New Management Agreement Proposal. Common shareholders of MMT will vote together as a separate class on the New Management Agreement Proposal.

With respect to the New Board Proposal for MMT, the election of Nancy Yao, C. William Maher, Christian Pittard, Gordon Baird, and Todd Reit as Trustees of MMT will require the affirmative vote of a plurality of all common shareholder votes entitled to be cast. With respect to the New Board Proposal for MFM, the election of Christian Pittard, Gordon Baird and Todd Reit as Trustees of MFM will require the affirmative vote of a plurality of all common shareholder and preferred shareholder votes entitled to be cast, and the election of Nancy Yao and C. William Maher as Trustees of MFM will require the affirmative vote of a plurality of all preferred shareholder votes entitled to be cast.

21.

What is the Board’s recommendation?

After careful consideration and upon the recommendation of MFS:

	•	The Board of MMT recommends that the common shareholders of MMT vote “FOR” the Taxable Fund Proposal.

	•	The Board of MFM recommends that the common and preferred shareholders of MFM, voting as a single class, vote “FOR” the Municipal Fund Proposal.

	•	The Board of MMT recommends that the common shareholders of MMT vote “FOR” the New Management Agreement Proposal.

	•	The Board of MFM recommends that the common and preferred shareholders of MFM, voting as a single class, vote “FOR” the New Management Agreement Proposal.

	•	The Board of MMT recommends that the common shareholders of MMT vote “FOR” the election of five (5) Trustees for MMT (Christian Pittard, Nancy Yao, C. William Maher, Gordon Baird, and Todd Reit).

	•	The Board of MFM recommends that the common and preferred shareholders of MFM, voting together as a single class, vote “FOR” the election of three (3) Trustees for MFM (Christian Pittard, Gordon Baird and Todd Reit).

	•	The Board of MFM recommends that the preferred shareholders of MFM, voting as a separate class, vote “FOR” the election of two (2) Trustees for MFM (Nancy Yao and C. William Maher).

22.

How do I vote?

You can vote in one of the following ways:

	•	By internet (log on to the website listed on your proxy card(s));

	•	By telephone (call the toll-free number listed on your proxy card(s));

	•	By mail (using the enclosed postage prepaid envelope); or


	•	In person at the Special Meeting scheduled to occur at 11:00 a.m. Eastern time on March 11, 2026 at 111 Huntington Avenue, Boston, Massachusetts 02199.

We will admit to a Special Meeting (1) all shareholders of record of the Trusts on the Record Date, (2) persons holding proof of beneficial ownership of the Trusts at the Record Date, such as a letter or account statement from the person’s broker, (3) persons who have been granted proxies, and (4) such other persons that we, in our sole discretion, may elect to admit. All persons wishing to be admitted to a Special Meeting must present photo identification. If you plan to attend a Special Meeting, we ask that you email us in advance at Attendameeting@equiniti.com. For directions to the meeting, please contact EQ Fund Solutions, the firm assisting us in the solicitation of proxies, at (800) 848-3402.

We encourage you to vote as soon as possible so we can reach the needed quorum for the vote and avoid additional solicitation efforts. Please refer to the enclosed proxy card(s) for instructions for voting by telephone, internet or mail.

23.

Whom should I call if I have questions?

You may contact your financial advisor for further information. You may also call EQ Fund Solutions, the Trusts’ proxy solicitor, at (800) 848-3402), or at https://vote.proxyonline.com/MFS/docs/proxy.pdf.

Please vote now. Your vote is important.

To avoid the wasteful and unnecessary expense of further solicitation(s), we urge you to indicate your voting instructions on the enclosed proxy card, date and sign it and return it promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the internet, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the proposal, as applicable. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Special Meeting of your Trust.

MFS^® MULTIMARKET INCOME TRUST

MFS^® MUNICIPAL INCOME TRUST

Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Trustees of MFS Multimarket Income Trust and MFS Municipal Income Trust, (each, a “Trust” and collectively, the “Trusts”) to be used at the Special Meeting of Shareholders of each Trust (each, a “Special Meeting”) to be held at 11:00 a.m. (Eastern Time) on March 11, 2026 at 111 Huntington Avenue, Boston, Massachusetts 02199, for the purposes set forth in the accompanying Notice of the Special Meeting of Shareholders (the “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, EQ Fund Solutions, LLC (“EQ Fund Solutions”), 28 Liberty Street, New York, NY 10005, or delivered at a Special Meeting.

On December 11, 2025, the following number of shares was outstanding for each Trust:

Trust	# of Common Shares Outstanding	# of Preferred Shares Outstanding
MFS Multimarket Income Trust	54,924,076	N/A
MFS Municipal Income Trust	41,187,631	967

Shareholders of record at the close of business on December 11, 2025, 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 proposed for that Trust; votes of multiple Trusts will not be aggregated.

The mailing address of each Trust is 111 Huntington Avenue, Boston, Massachusetts 02199. Solicitation of proxies is being made by the mailing of the Notice and this Proxy Statement with its enclosures on or about February 5, 2026. In addition to soliciting proxies by mail, the Trustees of your Trust and employees of Massachusetts Financial Services Company (“MFS”), your Trust’s investment adviser and administrator, may solicit proxies in person or by telephone. The expenses of the preparation of Proxy Statement and related materials, including printing and delivery costs, and vote solicitation are borne by abrdn Inc (“Aberdeen”) and MFS.

The Trusts have engaged EQ Fund Solutions to provide solicitation and voting tabulation services. It is anticipated that the cost of these services will be $99,159.80 for each Trust.

Important Notice Regarding the Availability of Proxy Materials for the Special Shareholder Meetings To Be Held on March 11, 2026.

The Proxy Statement is available at https://vote.proxyonline.com/MFS/docs/proxy.pdf. If you elect to vote in person, directions to the Special Meetings in order to vote in person are available by telephoning toll-free (800) 848-3402. If you plan to attend a Special Meeting, we ask that you email us in advance at Attendameeting@equiniti.com. If your shares are held by your broker, in order to vote in person at the Special Meeting, you will need to obtain a “Legal Proxy” from your broker and present it to the Inspector of Election at the Special Meeting. Also, in order to revoke your proxy, you may need to forward your written revocation or a later-dated proxy card to your broker rather than to the Trust.

Summary of Items

Item No.	Item Description	Trust
1.a	To approve the issuance of additional common shares of beneficial interest of MFS Multimarket Income Trust, in connection with the proposed reorganizations of each of MFS Charter Income Trust, MFS Intermediate High Income Fund, MFS Government Markets Income Trust, and/or MFS Intermediate Income Trust	Common Shareholders of: MFS Multimarket Income Trust

Item No.	Item Description	Trust

1.b	To approve the issuance of additional common shares of beneficial interest of MFS Municipal Income Trust, in connection with the proposed reorganizations of each of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and/or abrdn National Municipal Income Fund	Common and Preferred Shareholders of: MFS Municipal Income Trust

2.a	Approval of the new investment management agreement between MFS Multimarket Income Trust and Aberdeen	Common Shareholders of: MFS Multimarket Income Trust

2.b	Approval of the new investment management agreement between MFS Municipal Income Trust and Aberdeen	Common and Preferred Shareholders of: MFS Municipal Income Trust

3.a	Election of Christian Pittard, Nancy Yao, C. William Maher, Gordon Baird, and Todd Reit as Trustees of MFS Multimarket Income Trust	Common Shareholders of: MFS Multimarket Income Trust

3.b.i	Election of Gordon Baird, Christian Pittard and Todd Reit as Trustees of MFS Municipal Income Trust	Common and Preferred Shareholders of: MFS Municipal Income Trust

3.b.ii	Election of Nancy Yao and C. William Maher as Trustees of MFS Municipal Income Trust	Preferred Shareholders of: MFS Municipal Income Trust

OVERVIEW

This Proxy Statement is furnished to holders of common shares of beneficial interest (“common shareholders”) of each of MFS Multimarket Income Trust (“MMT”) and MFS Municipal Income Trust (“MFM”) (MMT and MFM each, a “Trust” or an “Acquiring Fund” and, collectively, the “Trusts” or the “Acquiring Funds”)) and to holders of Remarketable Variable Rate MuniFund Term Preferred Shares (“RVMTP Shares”) of MFM (“preferred shareholders” and, together with common shareholders, the “shareholders”) to provide information and to solicit proxies in connection with the following proposed Reorganizations (as defined below) and other significant changes (collectively, the “Proposals”), each of which has been approved by the respective Trust’s Boards of Trustees (the “Board”):

	ITEM 1.	a. To approve the issuance of additional common shares of beneficial interest of MMT in connection with the proposed reorganizations of each of MFS Charter Income Trust (“MCR”), MFS Intermediate High Income Fund (“CIF”), MFS Government Markets Income Trust (“MGF”), and/or MFS Intermediate Income Trust (“MIN”) (together with CIF, MGF, MIN, each a “Target Taxable Fund”) with and into MMT (each, a “Taxable Fund Merger” and collectively, the “Taxable Fund Mergers”). (To be voted on by common shareholders of MMT.)

		b. To approve the issuance of additional common shares of beneficial interest of MFM in connection with the proposed reorganizations of each of MFS High Income Municipal Trust (“CXE”), MFS High Yield Municipal Trust (“CMU”), MFS Investment Grade Municipal Trust (“CXH”), and/or abrdn National Municipal Income Fund (“VFL”) (together with CXE, CMU and CXH, each a “Target Municipal Fund” and, together with the Target Taxable Funds, the “Target Funds”) with and into MFM (each a “Municipal Fund Merger” and collectively, the “Municipal Fund Mergers” and together with the Taxable Fund Mergers, the “Reorganizations” with each a “Reorganization”). (To be voted on by common and preferred shareholders of MFM, voting together as a single class.) (a. and b., the “Share Issuance Proposals”).

	ITEM 2.	To approve new management agreements. Shareholders of each Trust are being asked to approve a new management agreement with Aberdeen (To be voted on by common shareholders of MMT, voting as a

		separate class, and by common and preferred shareholders of MFM, voting together as a single class.) (the “New Management Agreement Proposal”).

	ITEM 3.	To elect Trustees to the Board of Trustees of each Trust as outlined below:

		a. For MMT, five (5) Trustees – Christian Pittard, Nancy Yao, C. William Maher, Gordon Baird, and Todd Reit. (To be voted on by common shareholders of MMT.)

		b. For MFM, (i) three (3) Trustees – Christian Pittard, Gordon Baird and Todd Reit; and ii) two (2) Trustees – Nancy Yao and


		c. C. William Maher. (Part (i) to be voted by common and preferred shareholders of MFM, voting together as a single class, and Part (ii) to be voted on by preferred shareholders of MFM only, voting as a separate class.) (the “New Board Proposal”).


	ITEM 4.	To transact such other business as may properly come before the Special Meeting and any adjournment(s) or postponement(s) thereof.

The Proposals in this proxy statement each relate to a broader transaction between MFS and Aberdeen, governed by the terms of a purchase agreement (the “Purchase Agreement”). On December 10, 2025, MFS, Aberdeen and, for the purposes specified therein, Aberdeen Group plc, entered into the Purchase Agreement pursuant to which Aberdeen will acquire certain assets and liabilities related to MFS’ business of providing investment management services with respect to the assets of the Trusts and certain other registered investment companies (the “Business”) if certain closed-end fund reorganizations into the Trusts are approved, and upon satisfaction or waiver of certain other conditions. Under the Purchase Agreement, MFS has agreed to transfer to Aberdeen, in exchange for a cash payment at the closing of the Transaction (as defined below) and subject to certain conditions and exceptions, (i) all right, title and interest of MFS in and to the books and records relating to the Business of the Trusts; and (ii) the goodwill of the Business (the “Transaction”).

The Trusts are not party to the Purchase Agreement. However, the consummation of the Transaction with respect to a Trust is subject to certain conditions, including, but not limited to, shareholder approval of its Proposals described in the enclosed Proxy Statement and shareholder approval by Target Fund shareholders of the proposals described in Joint Prospectus/Proxy Statements mailed to Target Fund shareholders (each, a “Target Funds Prospectus/Proxy Statement”). Therefore, if shareholders of a Trust do not approve of the Proposals, or if the other conditions in the Purchase Agreement are not satisfied or waived, then the Transaction will not be completed and the Purchase Agreement will terminate with respect to such Trust. The election of the New Board for a Trust is therefore contingent on the adoption by such Trust of its New Management Agreement.

The shareholders of each Target Fund will separately be asked to vote on each applicable Reorganization pursuant to the applicable Target Funds Prospectus/Proxy Statement, and the consummation of a Reorganization with respect to each such Target Fund will be contingent upon the approval of its shareholders. Additionally, each Target Municipal Fund, except VFL, has one or more series of RVMTP Shares outstanding. The holders of RVMTP Shares of each such Target Municipal Fund will separately be asked to consent to the applicable Municipal Fund Merger, and the consummation of a Municipal Fund Merger with respect to each such Target Municipal Fund will be contingent on the consent of the holders of its RVMTP Shares, as applicable.

The Taxable Fund Proposal is proposed to be effected such that each Target Taxable Fund will transfer all of its assets to MMT, and, in exchange, MMT will assume all of the liabilities of the Target Taxable Fund and deliver additional common shares of MMT (the “MMT Merger Shares” (and cash in lieu of fractional MMT Merger Shares, if any) having an aggregate net asset value equal to the net asset value of the properties and assets of the Target Taxable Fund on such date. Immediately thereafter, each Target Taxable Fund will distribute MMT Merger Shares (and cash in lieu of fractional MMT Merger Shares, if any) in complete liquidation to its shareholders of record as of the Closing Date (as defined below) pro rata based on the shareholder’s interest in the Target Taxable Fund.

The Municipal Fund Proposal is proposed to be effected such that each Target Municipal Fund will transfer all of its assets to MFM, and, in exchange, MFM will assume all of the liabilities of the Target Municipal Fund and deliver additional common shares of MFM (the “MFM Merger Shares” and, together with the MMT Merger Shares, the “Common Merger Shares”) (and cash in lieu of fractional Common Merger Shares, if any) and, where applicable, RVMTP Merger Shares (as defined below) having an aggregate net asset value equal to the net asset value of the Target Municipal Fund on such date. Immediately thereafter, each Target Municipal Fund will distribute MFM Merger Shares (and cash in lieu of fractional MFM Merger Shares, if any) and, where applicable, RVMTP Merger Shares of MFM (as defined below) in complete liquidation to its shareholders of record as of the Closing Date (as defined below) pro rata based on the shareholder’s interest in the Target Municipal Fund.

Each Target Municipal Fund, except VFL, has one or more series of RVMTP Shares outstanding. As part of each Reorganization, the outstanding RVMTP Shares of each applicable Target Municipal Fund, except VFL, will be exchanged for new RVMTP Shares of MFM with an aggregate liquidation preference equal to, and other terms that are substantially identical to, the corresponding series of RVMTP Shares of each such Target Municipal Fund (the “RVMTP Merger Shares”). Upon consummation of each Reorganization, each applicable Target Municipal Fund, except VFL, will distribute MFM’s newly-issued RVMTP Shares to the holders of such Target Municipal Fund’s RVMTP Shares in complete liquidation of such Target Municipal Fund. Each applicable Target Municipal Fund’s RVMTP Shares will thereafter be canceled as part of the liquidation of such Target Municipal Fund.

After the Reorganizations, each Target Fund will be terminated and cease to be a separate fund. Such Target Fund’s common shareholders will become shareholders of the corresponding Trust and such holders of RVMTP Shares of each applicable Target Municipal Fund will become holders of the RVMTP Merger Shares of MFM, as applicable.

MFS currently serves as the investment adviser to the Trusts. On December 10, 2025, each Trust’s Board, including a majority of the Trustees who are not “interested persons” (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended, (the “1940 Act”) that were present at the meeting, approved (i) a new management agreement between MMT and Aberdeen (the “New MMT Management Agreement”) and (ii) a new management agreement between MFM and Aberdeen (the “New MFM Management Agreement” and, together with the MFS MMT Management Agreement, each a “New Management Agreement” and collectively the “New Management Agreements”). Aberdeen is an indirect wholly-owned subsidiary of Aberdeen Group plc, a London stock exchange listed company. MFS and Aberdeen are not affiliates of each other. The Proxy Statement provides additional information about Aberdeen and the New Management Agreements. If the Proposals are approved at the Special Meeting, and certain other Transaction Conditions (as defined below) are satisfied or otherwise waived, it is expected that the New Management Agreements will become effective and Aberdeen will assume its responsibilities thereunder on the Closing Date (as defined below).

If shareholders of a Trust approve the applicable New Management Agreement and the Transaction Conditions (as defined below) are satisfied or waived, such Trust will undergo changes in its day-to-day operations, investment management, administration and other matters, insofar as these functions will be performed by different organizations and personnel. Each of the Trustees nominated in the New Board Proposal (each a “Nominee” and collectively the “Nominees,” and if elected, collectively the “New Board”) serve on boards of closed-end funds for which Aberdeen or its affiliates provide advisory services, and as such, these nominees have developed a certain level of familiarity with the investment philosophy, capabilities, personnel and ethics of Aberdeen and its affiliates. The current Board believes that having trustees who are familiar with Aberdeen’s philosophy and investment approach is important and will result in a more efficient transition. The appointments of the new investment adviser and the New Board are collectively referred to as the “Proposed Board and Management Changes.” The current Board has determined that if the New Management Agreements are approved by shareholders and entered into by the Trusts, it would be in the best interests of the Trusts and their shareholders if new Trustees were elected to serve. This new slate of Trustees is described in the New Board Proposal.

If the Transaction Conditions as defined below are satisfied or waived for a Trust (including the election of the New Board by the shareholders of such Trust), the current Board members would resign from their positions immediately prior to the Closing Date (as defined below), and the New Board would, if elected, serve as Trustees of such Trust. As a result, the number of Trustees on the Board would be reduced from twelve (12) to five (5). In addition, subject to the same conditions, the current officers of each Trust are expected to resign immediately prior to the Closing Date (as defined below). The entry into office of the New Board would be effective as of the closing of the Transaction.

If approved, and subject to the satisfaction of certain closing conditions, the Reorganizations are expected to close, and the Proposed Board and Management Changes are expected to take effect, on or about June 1, 2026, subject to operational considerations (the “Closing Date”). If the Closing Date is not June 1, 2026, the Closing Date will be communicated to shareholders; otherwise, no further notice will be provided.

Generally, if the applicable Share Issuance Proposal is approved by shareholders of a Trust, and if a Reorganization is approved by a corresponding Target Fund, then each such Trust would acquire all of the assets and liabilities of the corresponding Target Fund, and the common shares of each such Target Fund would, in effect, be exchanged for new common shares of the corresponding Trust with an equal aggregate net asset value (except for cash received in lieu of any fractional shares). The proposed reorganization of VFL is subject to additional contingencies as described in greater detail below and in the applicable Target Funds Prospectus/Proxy Statement. In addition, each Target Municipal Fund, except for VFL, has one series of RVMTP Shares outstanding. As part of the Municipal Fund Mergers, the outstanding RVMTP Shares of the Target Municipal Funds, except for VFL, will, in effect, be exchanged for RVMTP Shares of MFM with an aggregate liquidation preference equal to, and other terms that are substantially identical to, the RVMTP Shares of each such Target Fund. If MMT

or MFM shareholders do not approve their Share Issuance Proposal, the Taxable Fund Mergers or the Municipal Fund Mergers, as applicable, will not occur, except that CIF’s reorganization with and into MMT may be consummated without the approval of the Share Issuance Proposal by MMT’s shareholders so long as the number of such Common Merger Shares issued in connection with such reorganization is less than 20 percent of the number of MMT common shares outstanding before such issuance.

With respect to the New Management Agreement Proposal and the New Board Proposal, the Proposed Board and Management Changes would take effect only if (a) the Share Issuance Proposal is approved by shareholders of such Trust, (b) the New Management Agreement Proposal is approved by shareholders of such Trust, (c) the New Board Proposal is approved by shareholders of such Trust and (d) the Reorganizations are approved by shareholders of certain corresponding Target Funds and (e) certain other conditions as stated in the Purchase Agreement are satisfied or waived (each of (a), (b), (c), (d), and (e), a “Transaction Condition”). The Proposed Board and Management Changes are contingent upon each Transaction Condition being satisfied or waived. If any Transaction Condition is not satisfied or waived for a Trust, the Proposed Board and Management Changes will not be completed for such Trust, in which case MFS will continue to serve as such Trust’s investment adviser and the current Trustees will continue to oversee such Trust. In such case MFS may recommend alternative proposals to the relevant Fund’s Board, including, but not limited to, a re-solicitation of votes for the Reorganization. A Trust may complete the Transaction irrespective of whether the shareholders of the other Trust approve the New Management Agreement Proposal or the New Board Proposal.

Each Trust and each Target Fund is a closed-end investment company registered under the 1940 Act and is organized as a voluntary association under Massachusetts law (commonly referred to as a “Massachusetts business trust”). Each Trust and each Target Fund is a “diversified company” for purposes of the 1940 Act.

The common shares of VFL are listed on the NYSE American under the symbol “VFL.” The common shares of each Trust and each Target Fund other than VFL are listed on the New York Stock Exchange (“NYSE”) under the symbols listed below.

Fund	Ticker Symbol
MFS Charter Income Trust	MCR
MFS Intermediate High Income Fund	CIF
MFS Government Markets Income Trust	MGF
MFS Intermediate Income Trust	MIN
MFS Multi-Market Income Trust	MMT
MFS High Income Municipal Trust	CXE
MFS High Yield Municipal Trust	CMU
MFS Investment Grade Municipal Trust	CXH
MFS Municipal Income Trust	MFM

Following the closing of the Reorganizations, it is expected that the common shares of each Trust, including its Common Merger Shares, will continue to be listed on the NYSE. Reports, proxy statements and other information concerning the Trusts can be inspected at the offices of the NYSE at 11 Wall Street, New York, New York 10005.

After careful consideration and upon recommendation of MFS, the investment adviser of each Trust, the Board unanimously agreed that each Proposal is in the best interest of shareholders of the applicable Trusts and unanimously recommends as follows:

	§	The Board of MMT recommends that the common shareholders of MMT vote “FOR” the Taxable Fund Proposal.

	§	The Board of MFM recommends that the common and preferred shareholders of MFM, voting as a single class, vote “FOR” the Municipal Fund Proposal.

	§	The Board of MMT recommends that the common shareholders of MMT vote “FOR” the New Management Agreement Proposal.

	§	The Board of MFM recommends that the common and preferred shareholders of MFM, voting as a single class, vote “FOR” the New Management Agreement Proposal.

	§	The Board of MMT recommends that the common shareholders of MMT vote “FOR” the election of five (5) Trustees for MMT (Christian Pittard, Nancy Yao, C. William Maher, Gordon Baird, and Todd Reit).

	§	The Board of MFM recommends that the common and preferred shareholders of MFM, voting together as a single class, vote “FOR” the election of three (3) Trustees for MFM (Christian Pittard, Gordon Baird and Todd Reit).

The Board of MFM recommends that the preferred shareholders of MFM, voting as a separate class, vote “FOR” the election of two (2) Trustees for MFM (Nancy Yao and C. William Maher).

The Proxy Statement is expected to be first mailed to shareholders beginning on or about February 5, 2026.

This Proxy Statement explains concisely what you should know before voting on the Proposals. Please read it carefully and keep it for future reference. To obtain more information about the Trusts, you may obtain a free copy of the annual and semi-annual shareholder reports and other information at closedendfunds.mfs.com or by contacting Computershare, each Trust’s transfer and shareholder servicing agent, 150 Royall Street, Canton, Massachusetts, 02021, or by telephoning toll-free (800) 637-2304 or by email at mfs@computershare.com.

The following documents have been filed with the U.S. Securities and Exchange Commission (the “SEC”) and are incorporated by reference into this Proxy Statement:

The audited financial statements and related independent registered public accounting firm’s report for (i) MMT, contained in MMT’s Annual Report for the fiscal year ended October 31, 2025 (as filed December 29, 2025) (File No. 811-04975) and (ii) MFM, contained in MFM’s Annual Report for the fiscal year ended October 31, 2025 (as filed December 29, 2025) (File No. 811-04841).

The unaudited financial statements for (i) MMT, contained in MMT’s Semiannual Report for the fiscal period ended April 30, 2025 (as filed June 25, 2025) (File No. 811-04975) and (ii) MFM, contained in MFM’s Semiannual Report for the fiscal period ended April 30, 2025 (as filed June 25, 2025) (File No. 811-04841).

No other parts of the Trusts’ Form N-CSR filings are incorporated by reference herein.

The Trusts are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and the rules, regulations and exemptive orders thereunder, and in accordance therewith, file reports and other information including proxy materials with the SEC. You also may view or obtain these documents from the SEC at www.sec.gov.

The Board knows of no business other than that discussed above that will be presented for consideration at the Special Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy card(s) to vote in accordance with their best judgment.

No person has been authorized to give any information or make any representation not contained in this Proxy Statement and, if so given or made, such information or representation must not be relied upon as having been authorized. This Proxy Statement does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR THE U.S. COMMODITY FUTURES TRADING COMMISSION HAVE APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT THIS PROXY STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

ITEM 1 — ISSUANCE OF COMMON MERGER SHARES

PROPOSAL

To approve the issuance of additional common shares of beneficial interest of (i) MFS Multimarket Income Trust in connection with the reorganization of each of MFS Charter Income Trust, MFS Intermediate High Income Fund, MFS Government Markets Income Trust, and/or MFS Intermediate Income Trust with and into MFS Multimarket Income Trust (each a “Taxable Fund Merger”); and (ii) MFS Municipal Income Trust in connection with the reorganization of each of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and/or abrdn National Municipal Income Fund with and into MFS Municipal Income Trust (each a “Municipal Fund Merger”). The Taxable Fund Mergers and Municipal Fund Mergers are each a “Reorganization” and collectively, the “Reorganizations”.

General

The proposed Reorganizations seek to combine each Target Fund with and into one of the Trusts (the Target Funds and the Trusts, collectively, the “Funds”) to ensure the viability of the Funds, increasing scale, liquidity and marketability. The consolidation of each Target Fund with the corresponding Trust would be effected pursuant to the respective Agreement and Plan of Reorganization between such Target Fund and such Trust (each, a “Reorganization Agreement” and, collectively, the “Reorganization Agreements”), and is subject to the approval of each Target Fund’s shareholders pursuant to the applicable Target Funds Prospectus/Proxy Statement. Each Reorganization has been approved by the applicable Trust’s Board. Shareholders of each Trust are being asked to approve their Share Issuance Proposal to enable such Trust to issue the shares necessary to complete each Reorganization pursuant to rules of the NYSE (on which each Trust’s common shares are listed). If the common shareholders of MMT do not approve the Share Issuance Proposal, MMT may still issue Common Merger Shares to the common shareholders of CIF in connection with CIF’s Reorganization pursuant to rules of the NYSE so long as the number of such Common Merger Shares so issued is less than 20 percent of the number of MMT common shares outstanding before such issuance.

Following the Reorganizations, shareholders of each Trust will experience an increase in the assets under management. The Reorganizations are expected to benefit each Trust’s shareholders in a number of important ways. The Reorganizations are expected to provide greater opportunities to realize economies of scale by combining each Trust’s assets with the assets of the corresponding Target Funds resulting in a larger fund.

MMT as it would exist after each Taxable Fund Merger is referred to as the “MMT Combined Fund” and MFM as it would exist after each Municipal Fund Merger is referred to as the “MFM Combined Fund” (together with the MMT Combined Fund, each a “Combined Fund” and collectively the “Combined Funds”).

Subject to shareholder approval of each Reorganization Agreement by the shareholders of the respective Target Fund and of the Share Issuance Proposal by the shareholders of each Trust, each Reorganization Agreement provides for:

	i.	the transfer of all of the assets of each Target Fund to the corresponding Trust and the assumption by such Trust of the liabilities of such corresponding Target Fund;

	ii.	for the Taxable Fund Mergers, the delivery to each Target Taxable Fund by MMT of MMT Merger Shares (and cash in lieu of fractional MMT Merger Shares, if any) having an aggregate net asset value equal to the net asset value of the Target Taxable Fund on such date;

	iii.	for the Municipal Fund Mergers, the delivery to each Target Municipal Fund of MFM Merger Shares (and cash in lieu of fractional MFM Merger Shares, if any) and, in the case of CXE, CMU and CXH, RVMTP Merger Shares having an aggregate net asset value equal to the net asset value of the Target Municipal Fund on such date;

	iv.	the distribution of each Trust’s Common Merger Shares (and cash in lieu of fractional Common Merger Shares, if any) pro rata to the common shareholders of the corresponding Target Fund;

	v.	in the case of CXE, CMU and CXH, the distribution of the RVMTP Merger Shares pro rata to the shareholders of RVMTP Shares of the corresponding Target Municipal Fund; and

	vi.	the subsequent termination, dissolution and complete liquidation of each Target Fund.

It is currently expected that each Reorganization will occur on the Closing Date.

Immediately after the close of each Reorganization, the common shareholders of each Target Fund would hold common shares of the corresponding Trust (and cash in lieu of fractional Common Merger Shares, if any) having an aggregate NAV equal to the aggregate NAV of the common shares of such Target Fund held by those shareholders as of the close of business on the Closing Date. The market value of the common shares of each Trust after the Reorganizations may be more or less than the market value of the common shares of the Trust prior to the Reorganizations.

The Reorganization of a Target Fund is not contingent on the approval of any other Target Fund’s shareholders (i.e., a Reorganization of one of the Target Funds, if approved by that Target Fund’s shareholders, may still proceed if another Reorganization is not approved by another Target Fund’s shareholders), with the exception that the Reorganization of VFL will not occur unless the Reorganization of CXE is approved by its shareholders and other Transaction Conditions are otherwise met, including the approval by shareholders of MFM of the New Management Agreement and New Board Proposal. See “Terms of the Reorganization Agreements—Conditions” below. In addition, under the terms of the Purchase Agreement, the Proposed Board and Management Changes will not take effect for MMT unless the Reorganizations of MIN and MCR, respectively, with and into MMT have occurred or such condition is waived, and the Proposed Board and Management Changes will not take effect for MFM unless the Reorganization of CXE with and into MFM has occurred. If MMT or MFM shareholders do not approve their Share Issuance Proposal, the Taxable Fund Mergers or the Municipal Fund Mergers, as applicable, will not occur, except that CIF’s reorganization with and into MMT may be consummated without the approval of the Share Issuance Proposal by MMT’s shareholders so long as the number of such Common Merger Shares issued in connection with such reorganization is less than 20 percent of the number of MMT common shares outstanding before such issuance.

To the extent there are any transaction costs (including brokerage commissions, transaction charges and related fees) associated with the sales and purchases made in connection with each respective Reorganization, these will be borne by the respective Target Fund with respect to the portfolio transitioning conducted before the Reorganizations and borne by the applicable Trust with respect to the portfolio transitioning conducted after the Reorganizations. MFS expects that each Target Fund will dispose of assets that cannot be transferred in the Reorganization and, for Municipal Target Funds that utilize tender option bonds (“TOBs”), assets to unwind the TOBs structure, each at the respective Target Fund’s expense in advance of the Closing Date. Following each Reorganization, each Combined Fund expects to realign its portfolio in a manner consistent with its investment strategies and policies, which will be substantially similar to the corresponding Trust’s current strategies and policies. Each Combined Fund may not be invested consistent with its investment strategies or its investment manager’s investment approach while such realignment occurs. Such repositioning of the Trusts is anticipated to take approximately 20 days following the closing of the Reorganizations, based on current market conditions and assuming that the Target Funds’ holdings are the same as of August 31, 2025. Sales and purchases of less liquid securities could take longer. Based on each Taxable Fund’s holdings as of August 31, 2025, MMT expects to reposition approximately 1.64% of its portfolio following the closing of the Taxable Fund Mergers, assuming that all Taxable Fund Mergers are approved and consummated, which would generate an estimated $87,056, or less than $0.001 per share, in transaction costs if such securities were sold on August 31, 2025. Based on each Municipal Fund’s holdings as of August 31, 2025, MFM expects to reposition approximately 3.16% of its portfolio following the closing of the Municipal Fund Mergers, assuming that all Municipal Fund Mergers are approved and consummated, which would generate an estimated $135,522, or $0.001 per share, in transaction costs if such securities were sold on August 31, 2025. The portfolio transitioning pre- and post-Reorganizations may result in capital gains or losses, which may have U.S. federal income tax consequences for shareholders of the Trusts. The foregoing estimates are subject to change depending on the composition of the portfolio holdings transferred to each Trust at closing and market circumstances when the portfolio transitioning occurs.

The actual tax consequences as a result of portfolio repositioning after the closing of a Reorganization is dependent on the portfolio composition of the relevant Target Fund at the time of closing and market conditions. Any net capital gain resulting from the realignment coupled with the results of the Combined Fund’s normal operations during the tax year following the close of the Reorganization would be distributed to the shareholder base of the Combined Fund post-Reorganization in connection with the annual distribution requirements under U.S. federal tax laws.

Each Fund is a closed-end management investment company registered under the 1940 Act. Each Fund is a Massachusetts business trust and a diversified closed-end management investment company. The common shares of VFL are listed on the NYSE American. The common shares of each Trust and each Target Fund other than VFL are listed on the NYSE.

Aberdeen is the investment adviser of VFL. MFS is the investment adviser to each Trust and each Target Fund other than VFL. The Taxable Funds each have similar investment objectives, principal investment strategies and principal risks as the other Taxable Funds, with some differences. The Municipal Funds each have similar investment objectives, principal investment strategies and principal risks as the other Municipal Funds, with some differences. The investment objectives, principal investment strategies, principal risks and distribution procedures of each Combined Fund will be substantially similar to those

of the applicable Trust prior to the applicable Reorganization. See additional information under “Comparison of the Trusts and the Combined Funds” below.

Each Taxable Fund’s investment objective is to seek high current income, but may also consider capital appreciation. Each Taxable Fund’s objective may be changed without shareholder approval. Each of MFM’s, CMU’s, CXE’s and CXH’s investment objective is to seek high current income exempt from U.S. federal income tax, but may also consider capital appreciation. Each of MFM’s, CMU’s, CXE’s and CXH’s objective may be changed without shareholder approval. VFL’s investment objective is to seek to provide current income exempt from regular U.S. federal income tax, consistent with the preservation of capital and may be changed without shareholder approval.

For U.S. federal income tax purposes, each Reorganization is intended to be structured as a tax-free transaction.

Board Considerations

The Board of each Trust requests that, at the Special Meeting, common and preferred shareholders of each Trust, as applicable, approve the issuance of additional common shares of such Trust in connection with the Reorganizations.

At its special meeting held on December 10, 2025, the Board, including a majority of the Independent Trustees, approved the issuance of additional common shares in connection with the Reorganizations and the Reorganization Agreements. In approving the issuance of additional common shares in connection with the Reorganizations and the Reorganization Agreements, the Board determined that the issuance of additional common shares in connection with the Reorganizations would be in the best interest of each Trust and its shareholders. The Board considered a number of factors in reaching its determination with respect to each Reorganization, including, but not limited to, the following, and in no order of priority¹:

	•	each Target Fund’s investment objectives, strategies and policies, investment restrictions, and investment risks compared to those of the applicable Combined Fund.

	•	the continuity of the overall investment strategy of each Target Fund in light of the substantially similar investment objectives and substantially similar or similar principal investment strategies of each Target Fund and the applicable Acquiring Fund;

	•	the potential benefits of investing in a significantly larger fund, including the potential for improved economies of scale, enhanced trading and investment efficiencies, and operating and administrative efficiencies;


	•	the performance track record of each of the Target Funds and the applicable Acquiring Fund and the potential for improved long-term performance of an investment in the applicable Combined Fund, recognizing that no assurances can be given that the Acquiring Funds or Combined Funds will achieve any particular level of performance after the Reorganizations and Transaction;

	•	the operating expenses (on both a gross and net basis) that shareholders of the Target Funds and the applicable Acquiring Fund are expected to experience as shareholders of the applicable Combined Fund after the Reorganizations relative to the operating expenses currently borne by such shareholders;


	•	alternatives to the Reorganizations, including MFS continuing to operate each Target Fund separately, and the potential benefits and costs related thereto;

	•	the potential premium/discount to NAV of the Combined Funds as compared to each Target Fund’s NAV;

	•	the potential for improved secondary market trading of the larger Combined Funds;

	•	the anticipated tax-free nature of the exchange of shares in the Reorganizations and other expected U.S. federal income tax consequences of the Reorganizations, including the potential effects on each Target Fund’s capital loss carryforwards, and the effects on each Target Fund’s undistributed net investment income and capital gains, if any;

	•	that MFS and its affiliates and Aberdeen and its affiliates will bear all direct costs and expenses incurred in connection with the Reorganizations and the special meetings of shareholders (other than any brokerage commissions or other portfolio transaction costs, including those associated with transferring certain assets to each Acquiring Fund and repositioning costs);

¹ The references to “Target Fund” in this “Board Considerations” section are in reference to each Target Fund except VFL, which is overseen by a different board of trustees.

	•	the terms of the Reorganizations and whether the Reorganizations would dilute the interests of shareholders of each Target Fund;

	•	the effect of the Reorganizations on shareholder rights; and

	•	any potential benefits of the Reorganizations to MFS and its affiliates; and

	•	the above factors and certain other factors as more fully described in the applicable Target Funds Prospectus/Proxy Statement provided to Target Fund shareholders.

	•	the experience and history of Aberdeen in managing closed-end funds and the experience and qualifications of the proposed portfolio management team of Aberdeen that will manage the Combined Funds, subject to the approval of the Acquiring Fund’s shareholders;

	•	the potential effects of the Reorganizations on the distributions of the Target Funds, including Aberdeen’s proposal to increase the annual distribution rate of the Combined Funds, which would be higher than each Target Fund’s current annual distribution rate;

	•	the potential for a lower or comparable net total expense ratio with respect to certain of the Target Funds and Aberdeen’s agreement to limit the total operating expenses of each Combined Fund for a period of twenty-four months following the Reorganizations; and

	•	MFS’s and Aberdeen’s representations that the Reorganizations and Transaction are not expected to result in a diminution in the level or quality of services that shareholders of the Target Funds and/or the applicable Acquiring Fund currently receive, and that shareholders of the Combined Funds will receive a comparable level and quality of services following the Transaction compared to the services they currently receive as shareholders of the Target Funds and/or the applicable Acquiring Fund; and

	•	the above factors and certain other factors as more fully described in this Proxy Statement in “Approval of New Management Agreement—Board Consideration of the New Management Agreements” and/or in separate Target Funds Prospectus/Proxy Statements provided to Target Fund shareholders.

The Board’s determination to approve the Reorganization Agreements and the issuance of common shares was made on the basis of each Trustee’s business judgment after consideration of all the factors taken as a whole with respect to each Trust and its shareholders, although individual Trustees may have placed different weight and assigned different degrees of materiality to various factors.

Information about the Reorganizations

Pursuant to each Reorganization Agreement, each of the Target Funds will transfer all of its assets to the corresponding Trust and the Trust will assume all liabilities of each respective Target Fund in exchange solely for newly issued common shares of the Trust (although shareholders will receive cash in lieu of any fractional shares of the Trust, except for fractional shares held in a dividend reinvestment plan account) and, in the case of CMU, CXE and CXH, newly issued RVMTP Shares of MFM, which will be distributed by the Target Funds to their shareholders in the form of a liquidating distribution. Common shares of each Trust issued to the Target Funds’ shareholders (plus cash received in lieu of any fractional shares) will have an aggregate net asset value equal to the aggregate net asset value of the Target Funds’ outstanding common shares immediately prior to the Reorganizations. Each shareholder of the Target Funds will receive the number of common shares of the corresponding Trust corresponding to his or her proportionate interest in the common shares of the respective Target Fund (although cash may be issued in lieu of fractional shares of the Trust). Each holder of RVMTP Shares of CMU, CXE or CXH will receive the number of RVMTP Shares of MFM corresponding to his or her proportionate interest in the RVMTP Shares of CMU, CXE or CXH, as applicable. Each Reorganization, together with related acts necessary to consummate the same, is anticipated to occur on the Closing Date. As soon as practicable after the Closing Date, each Target Fund will dissolve pursuant to Massachusetts law.

The distribution of common shares of each Trust to the Target Funds’ shareholders will be accomplished by, to the extent that shareholders do not have accounts on the books of each Trust, opening new accounts on the books of the Trust in the names of the shareholders of the Target Funds, and transferring to those shareholder accounts the applicable Common Merger Shares

(or RVMTP Merger Shares, as applicable). Each newly-opened account on the books of the Trusts for the former shareholders of the Target Funds will represent the respective pro rata number of common shares of each Trust due to such shareholder.

If shareholders of MMT or MFM do not approve the applicable Share Issuance Proposal, the Taxable Fund Mergers or Municipal Fund Mergers, respectively, will not occur, and the applicable Common Merger Shares will not be issued, except that CIF’s reorganization with and into MMT may be consummated without the approval of the Share Issuance Proposal by MMT’s shareholders so long as the number of such Common Merger Shares issued in connection with such reorganization is less than 20 percent of the number of MMT common shares outstanding before such issuance. If this Share Issuance Proposal is not approved by shareholders of a Trust, the Board may take such actions as it deems in the best interests of the applicable Trust, including conducting additional solicitations with respect to the Share Issuance Proposal or continuing to operate such Trust without conducting the applicable Reorganizations. If shareholders of a Trust approve the Share Issuance Proposal, but do not approve the New Management Agreement Proposal or the New Board Proposal described below, the applicable Reorganization may be consummated (subject to such Reorganization’s conditions), but MFS will continue to serve as the investment adviser to the Combined Fund and the current Board of Trustees will continue to oversee the Combined Fund. If some Reorganizations are not consummated, the applicable Target Funds will continue to exist and operate as separate funds, and the Board of each such Target Fund will consider such alternatives as it determines to be in the best interests of such Target Fund’s shareholders. In such case MFS may recommend alternative proposals to the relevant Fund’s Board, including, but not limited to, a re-solicitation of votes for the Reorganization. For the avoidance of doubt, the Share Issuance Proposal can be approved by shareholders of the Trusts, and the Reorganizations can be consummated, independently of whether the Transaction is completed.

As noted above, if any Transaction Condition is not satisfied or waived for a Trust, the Transaction will not be completed for such Trust. If, however, all Transaction Conditions are satisfied or waived for a Trust, the Trust may complete the Transaction irrespective of whether the shareholders of the other Trust approve the New Management Agreement Proposal or the New Board Proposal. If a Transaction Condition is not satisfied or waived for a Trust, the Board may take such action as it deems in the best interests of the applicable Trust, including conducting additional solicitations with respect to the Proposals or continuing to operate such Trust without conducting the applicable Transaction.

U.S. Federal Income Tax Consequences

The following is a general summary of some of the important U.S. federal income tax consequences of the Reorganizations and is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing U.S. Treasury Regulations thereunder, current administrative rulings of the Internal Revenue Service (“IRS”) and published judicial decisions, and other applicable authorities, all as in effect on the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. The discussion is limited to U.S. persons who hold shares of the Trusts as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This summary does not address all of the U.S. federal income tax consequences that may be relevant to a particular shareholder or to shareholders who may be subject to special treatment under U.S. federal income tax laws. No ruling has been or will be obtained from the IRS regarding any matter relating to the Reorganizations. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects described below. These considerations are general in nature and individual shareholders should consult their own tax advisers as to the federal, state, local, and non-U.S. tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-advantaged account, such as an individual retirement account (IRA) or qualified retirement plan.

As a condition to the closing of the Reorganizations, the Trusts and the Target Funds (except VFL) will receive an opinion of Ropes & Gray LLP (and in the case of VFL an opinion from Dechert LLP) to the effect that, for U.S. federal income tax purposes:

	§	Each Reorganization will constitute as a “reorganization” within the meaning of Section 368(a)(1) of the Code, and each of the Target Funds and the applicable Trust will be “a party to the Reorganization” within the meaning of Section 368(b) of the Code;

	§	Under Sections 361 and 357 of the Code, a Target Fund will not recognize any gain or loss upon the transfer of its assets to the corresponding Trust in exchange solely for Common Merger Shares and RVMTP Merger Shares (and cash in lieu of fractional Common Merger Shares, if any) and the assumption by the Trust of the liabilities of such Target Fund, or upon the distribution of the Common Merger Shares and RVMTP Merger Shares, if applicable (and cash in lieu of fractional Common Merger Shares, if any) by the Target Fund to its shareholders in liquidation of such Target Fund, except for (A) any gain or loss recognized on (1) “section 1256 contracts” as defined in Section 1256(b) of the Code, or (2) stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (B) any other gain or loss that may be required to be recognized (1) as a result of the closing of the tax year of the Target Fund, (2) upon the termination of a position, or (3) upon the transfer of an asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code;

	§	Under Section 354 of the Code, Target Fund shareholders will not recognize any gain or loss upon the exchange of their Target Fund common shares solely for corresponding Common Merger Shares and their Target Fund RVMTP shares, solely for RVMTP Merger Shares, as applicable, pursuant to the Reorganization (except with respect to cash received in lieu of any fractional Common Merger Shares);

	§	Under Section 358 of the Code, the aggregate tax basis in the Common Merger Shares and/or RVMTP Merger Shares that the Target Fund’s shareholders receive in exchange for their Target Fund shares will be the same as the aggregate tax basis of Target Fund shares exchanged therefor (reduced by any amount of tax basis allocable to any fractional common Merger Shares for which cash is received);

	§	Under Section 1223(1) of the Code, a Target Fund shareholder’s holding period for the corresponding Common Merger Shares and RVMTP Merger Shares, if applicable, received in a Reorganization will include the shareholder’s holding period for the Target Fund shares exchanged therefor, provided that the shareholder held the applicable Target Fund shares as a capital asset on the date of the exchange;

	§	Under Section 1032 of the Code, a Trust will not recognize any gain or loss upon the receipt of the corresponding Target Fund’s assets solely in exchange for Common Merger Shares and/or RVMTP Merger Shares (and cash in lieu of fractional Common Merger Shares, if any) and the assumption by the Trust of all the liabilities of such Target Fund;

	§	Under Section 362(b) of the Code, a Trust’s tax basis in the corresponding Target Fund’s assets will be the same as such Target Fund’s basis immediately prior to the transfer, increased by any gain or decreased by any loss required to be recognized as described above;

	§	Under Section 1223(2) of the Code, the holding periods of a Target Fund’s assets in the hands of the corresponding Trust, other than any asset with respect to which gain or loss is required to be recognized as described above, will include the period during which such asset was held or treated for U.S. federal income tax purposes as held by such Target Fund; and

	§	Each Trust will succeed to and take into account the items of the corresponding Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.

The opinions will be based on the Reorganization Agreements, certain factual certifications made by officers of the Trusts and the Target Funds, customary assumptions, including, among other things that the Reorganizations will be completed in accordance with the applicable Reorganization Agreement and other operative documents and as described herein, and such other items as Ropes & Gray LLP (and Dechert LLP in the case of VFL) deems necessary to render the opinion.

No Target Fund or Trust has requested or will request an advance ruling from the IRS as to the U.S. federal income tax consequences of the Reorganizations. An opinion of counsel is not binding on the IRS or a court, and no assurance can be given that the IRS would not assert, or a court would not sustain, a contrary position. Copies of the opinions will be filed with the SEC and will be available for public inspection after the Closing Date.

The taxable year of each Target Fund will end as a result of the Reorganizations, which may result in the acceleration of distributions to shareholders of each Target Fund and the recognition of additional gain or loss by the Target Funds. Each Target Fund is currently anticipated to pay a distribution of all of its undistributed investment company taxable income and net realized capital gains, including any gains resulting from any repositioning of the Target Fund’s portfolio (as reduced by any available capital loss carryforwards) in connection with the Reorganizations, and net tax-exempt interest income, if any, which distribution may be taxable to shareholders. As a result, shareholders of each Target Fund may pay more in taxes or pay taxes sooner than they would have had the Reorganizations not occurred.

Assuming a Reorganization qualifies as a tax-free reorganization, as expected, the tax attributes of each Trust following the Reorganization will reflect a blending of the tax attributes of the corresponding Target Funds and the Trust prior to the Reorganization. Each Trust will succeed to capital loss carryforwards, if any (and certain unrealized built-in losses, if any), of each of the applicable acquired Target Funds, which may be subject to the tax loss limitation rules described below because a Target Fund may undergo an “ownership change” for U.S. federal income tax purposes, and such limitations might be significant. Depending on which of the Reorganizations are completed, each Trust’s own capital loss carryforwards (and certain unrealized built-in losses, if any) may also be subject to the tax loss limitation rules described below because such Trust may also undergo an “ownership change” for U.S. federal income tax purposes, and such limitation might be significant. For each Fund that undergoes an “ownership change,” the Code generally limits the amount of pre-ownership change losses that may be used to

offset post-ownership change gains to a specific “annual loss limitation amount” (generally the product of (i) the fair market value of the stock of such Fund, with certain adjustments, immediately prior to the Reorganization and (ii) a rate established by the IRS). Subject to certain limitations, any unused portion of these losses may be available in subsequent years, subject to the remaining portion of any applicable capital loss carryforward limit, as measured from the date of recognition.

Although the capital loss carryforwards of each Combined Fund attributable to each applicable Target Fund that participates in a Reorganization (and to each applicable Trust, if it undergoes an ownership change as a result of the Reorganizations) may be subject to tax loss limitation rules (as outlined above), it is currently expected that such tax loss limitation rules should not have a material adverse effect on a Combined Fund’s utilization of each such Fund’s capital loss carryforwards as compared with what each such Fund’s utilization of its own capital loss carryforwards would be without the Reorganization. The ability of each Fund (and each Combined Fund) to utilize any capital loss carryforwards now or in the future depends on many variables and assumptions, including but not limited to, projected performance of a Fund, the unrealized gain/loss position of a Fund, the types of securities held by a Fund, the current and future market environment (including the level of interest rates), portfolio turnover and applicable law, and is, therefore, highly uncertain.

Repositioning of Trust Portfolios. To the extent a Trust expects to reposition its portfolio following the Reorganizations (as discussed above), the Trust may recognize gain or loss from transfers of certain assets. Capital gains or losses realized in connection with any repositioning of a Trust’s portfolio will depend on the value and adjusted basis of such Trust’s assets at the actual time of repositioning, if any. As a result, shareholders of each Trust may pay more in taxes or pay taxes sooner than they would have had the Reorganizations not occurred. Based on each Taxable Fund’s holdings as of August 31, 2025, the MMT Combined Fund expects to reposition approximately 1.64% of its portfolio following the closing of the Taxable Fund Mergers. Assuming that all Taxable Fund Mergers are approved and consummated, if the portfolio restructuring had occurred on August 31, 2025, this would have resulted in estimated capital losses from the repositioning of MMT’s portfolio of $(1,953,269), or $(0.014) per share. Based on each Municipal Fund’s holdings as of August 31, 2025, the MFM Combined Fund expects to reposition approximately 3.18% of its portfolio following the closing of the Municipal Fund Mergers. Assuming that all Municipal Fund Mergers are approved and consummated, if the portfolio restructuring had occurred on August 31, 2025, this would have resulted in estimated capital losses from the repositioning of MFM’s portfolio of $(12,082,949.76), or $0.107 per share. The amount of net capital gains or losses realized and distributed can fluctuate widely and will depend on, among other things, market conditions at the time of the sales. The tax impact of the restructuring will depend on the difference between the price at which portfolio securities are sold and each Trust’s basis in such securities, offset by capital loss carryforwards, if any, and subject to the Code’s loss limitation rules. The gains from the portfolio repositioning post-Reorganizations would be in addition to any gains generated by each Trust in the ordinary course of business prior to the Reorganizations. Any net capital gains realized by the Target Funds will be distributed prior to the Reorganizations, and such distribution will be taxable to shareholders.

Capital Loss Carryforwards. As of October 31, 2025, the Funds had the following amounts of capital loss carryforwards:

Fund	Capital Loss Carryforwards
MCR	$41,749,999
CIF	$9,916,016
MGF	$12,567,628
MIN	$12,583,159
MMT (Acquiring Fund)	$38,541,556
CXE	$13,356,724
CMU	$10,739,779
CXH	$6,954,652
VFL	$40,075,487**
MFM (Acquiring Fund)	$21,655,016
**As of September 30, 2025

State and Local Tax Considerations. Shareholders should consult their tax advisors about potential state and local tax considerations as a result of the Reorganizations.

Outstanding Shares

As of December 11, 2025 (the “Record Date”), MMT had 54,924,076 common shares outstanding. As of the Record Date, MFM had 41,187,631 common shares outstanding and 967 RVMTP Shares outstanding.

Board Recommendation

The Board recommends that shareholders of each Trust vote “FOR” the Proposal.

Terms of the Reorganization Agreements

The following is a summary of the significant terms of the Reorganization Agreements. The below discussion applies to the Reorganization Agreements pertaining to each Target Fund. A form of Reorganization Agreement for each Taxable Fund Merger is attached as Appendix A to this Proxy Statement. A form of Reorganization Agreement for each Municipal Fund Merger is attached as Appendix B to this Proxy Statement. Each form of Reorganization Agreement is provided for informational purposes only, and the shareholders of the Trusts are not being asked to vote on the Reorganization Agreements.

Calculation of Number of Fund Shares

Immediately prior to the opening of regular trading on the NYSE on the Closing Date (the “Effective Time”), each Target Fund share outstanding immediately prior to the Effective Time shall be converted into shares of the applicable Trust in an amount equal to the ratio of the NAV per share of the respective Target Fund to the NAV per share of the Trust. No fractional Common Merger Shares will be distributed (unless such shares are to be held in a Dividend Reinvestment and Cash Purchase Plan Account). In the event that Target Fund shareholders would be entitled to receive fractional Shares of the applicable Trust, the Trust’s transfer agent will aggregate such fractional shares and sell the resulting whole shares on the exchange on which such shares are listed for the account of all such Target Fund shareholders, and each such Target Fund shareholder will be entitled to a pro rata share of the proceeds from such sale. With respect to the aggregation and sale of fractional shares of each Trust, the Trust’s transfer agent will act directly on behalf of the Target Fund shareholders entitled to receive fractional shares and will accumulate such fractional shares, sell the shares and distribute the cash proceeds net of brokerage commissions, if any, directly to Target Fund shareholders entitled to receive the fractional shares (without interest and subject to withholding taxes).

Conditions

Under the terms of each Reorganization Agreement, the Reorganizations are conditioned upon, among other things, approval of the Reorganization Agreement by the shareholders of the respective Target Funds and each Trust’s receipt of certain routine certificates and legal opinions. Each Reorganization is not contingent on the approval or consummation of any other Reorganization, with the exception that the Reorganization of VFL will not occur unless the Reorganization of CXE is approved by its shareholders and other Transaction Conditions are otherwise met, including the approval by shareholders of MFM of the New Management Agreement Proposal and New Board Proposal. In the event that shareholders of MFM approve its Share Issuance Proposal and shareholders of VFL approve the applicable Reorganization Agreement, but shareholders of CXE do not approve the applicable Reorganization Agreement or other Transaction Conditions are not met (i.e., shareholders of MFM do not approve the New Management Agreement Proposal or shareholders of MFM do not approve the New Board Proposal), VFL will not merge into MFM and VFL will continue to operate as a stand-alone fund managed by Aberdeen under the oversight of VFL’s current board of trustees. In addition, under the terms of the Purchase Agreement, the Proposed Board and Management Changes will not take effect for MMT unless the Reorganizations of MIN and MCR, respectively, with and into MMT have occurred or such condition is waived, and the Proposed Board and Management Changes will not take effect for MFM unless the Reorganization of CXE with and into MFM has occurred.

Termination

Each Reorganization Agreement may be terminated, and the Reorganization abandoned at any time (whether before or after approval thereof by the shareholders of the Target Fund or the receipt of needed approvals by shareholders of the Acquiring Fund), (i) prior to the Closing Date by mutual agreement of the Board of the Acquiring Fund and the Board of the relevant Target Fund; (ii) by the Board of the relevant Target Fund or Acquiring Fund if any condition to that Fund’s obligations set forth in the Reorganization Agreement has not been fulfilled or waived by such Board; or (iii) by the Board of the relevant Target Fund or Acquiring Fund due to a breach by the other Fund of any representation, warranty, or agreement contained in the Reorganization Agreement to be performed at or before the Closing Date, if not cured within 30 days. In addition, if the Purchase Agreement is validly terminated with respect to VFL or MFM, the Reorganization Agreement with respect to VFL shall automatically terminate. If the Purchase Agreement is validly terminated with respect to CXE, CMU or CXH, MFM shall be entitled to terminate the Reorganization Agreement with respect to such Target Fund, and if the Purchase Agreement is validly terminated with respect to MFM, such Target Fund shall be entitled to terminate the Reorganization Agreement.

Expenses of the Reorganizations

MFS and its affiliates and Aberdeen and its affiliates have agreed to bear all direct costs and expenses incurred in connection with the Reorganizations and the Special Meetings, including, but not limited to, proxy and proxy solicitation costs, printing and mailing costs, legal fees, and listing, registration and filing fees.

Comparison of the Trusts and the Combined Funds

Each Combined Fund will be managed by MFS, each Trust’s current adviser, or, if the New Management Agreement Proposal is approved and consummated, by Aberdeen. Additionally, the investment objectives, principal investment strategies, and principal risks of each Combined Fund will be substantially similar to those of the applicable Trust prior to the Reorganizations. For more information about the management of the Trusts before and after the Reorganizations, please see the section “APPROVAL OF NEW MANAGEMENT AGREEMENT” below.

Fees and Expenses

Below is a comparison of the fees and expenses of each Trust before and after the Reorganizations based on the expenses for the twelve months ended October 31, 2025. Pro forma Combined Fund fees and expenses are estimated in good faith and are hypothetical. The level of expense savings (or increases) resulting from the Reorganizations will vary depending on the resulting size of each Combined Fund. Pro forma Combined Fund information assumes that each Reorganization is approved and consummated. If any Reorganization is not consummated, certain figures in the tables below would be different. For more information about the management of the Trusts before and after the Reorganizations, please see the section “APPROVAL OF NEW MANAGEMENT AGREEMENT” below.

Pursuant to certain regulatory requirements, the fees and expenses in the tables below are expressed as a percentage of average daily net assets attributable to common shares, including with respect to the Pro Forma Combined Fund fees and expenses. Each New Management Agreement, however, would impose on the applicable Combined Fund an advisory fee that is based on the Fund’s average daily “Managed Assets.” For purposes of calculating this annual management fee, “Managed Assets” means the total assets of the Combined Fund, including assets attributable to any form of leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding). The fees and expenses in the tables below (expressed as a percentage of average daily net assets attributable to common shares) may differ in both absolute and relative terms, if expressed as a percentage of average daily “Managed Assets.”

Taxable Fund Mergers

Annual expenses (as a percentage of average daily net assets attributable to common shares)

	MMT	*Pro Forma* Combined Fund (without change in management)*	*Pro Forma* Combined Fund (with change in management)**
Management Fee	0.78%⁽¹⁾	0.78%⁽¹⁾	1.02%⁽²⁾
Interest Payments on Borrowed Funds⁽³⁾	1.87%	1.01%	1.01%
Other Expenses	0.21%	0.16%	0.20%
Total Annual Expenses Before Reduction of Expenses	2.86%	1.95%	2.23%
Reduction of Expenses	0.00%	(0.06)%⁽⁴⁾	(0.35)%⁽⁵⁾
Total Annual Expenses	2.86%	1.89%	1.88%

Assumes MFS remains investment adviser to the MMT Combined Fund and assumes all Reorganizations are completed.

	**	Assumes Aberdeen is appointed investment adviser to the MMT Combined Fund and that all Reorganizations are completed.

	(1)	Pursuant to its current investment advisory agreement, MMT pays MFS a management fee that is computed daily and paid monthly at an annual rate of 0.34% of its average daily net assets. MMT also pays MFS 5.40% of its gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from a fund’s investment income reported in its annual financial report. MMT’s existing investment advisory agreement will remain in place (1) if the applicable Reorganizations do not occur or (2) if the Transaction is not consummated and MFS remains the investment adviser of the MMT Combined Fund.

	(2)	If the Transaction is consummated with respect to MMT and Aberdeen becomes the MMT Combined Fund investment adviser, pursuant to an investment advisory agreement with Aberdeen, the MMT Combined Fund would pay Aberdeen a management fee that consists of an annual investment management fee, payable monthly, at an annual rate of 0.85% of the MMT Combined Fund’s average daily “Managed Assets”. “Managed Assets” means the total assets of the Combined Fund, including assets attributable to any form of leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding).


	(3)	Reflects interest paid on borrowings under a credit agreement for leverage purposes The Combined Fund is intended to borrow for leverage purposes pursuant to MMT’s existing credit facility. In order to help you better understand the costs associated with MMT’s and the Combined Fund’s leverage strategy, the Total Annual Fund Operating Expenses (excluding Interest Payments on Borrowed Funds and including the Reduction of Expenses) for MMT and the Pro Form Combined Fund are presented below:

			MMT	*Pro Forma* Combined Fund (without change in management)*	*Pro Forma* Combined Fund (with change in management)**
		Total Annual Fund Operating Expenses	0.99%	0.88%	0.87%


		Based on the expenses for the twelve months ended October 31, 2025 Total Annual Fund Operating Expenses expressed as a percentage of average daily “Managed Assets” for MMT, Pro Forma Combined Fund (without change in management), Pro Forma Combined Fund (with change in management), would be 0.73%. 0.73% and 0.73% respectively.

	(4)	Reflects MFS’ agreement in writing to pay a portion of the MMT Combined Fund’s total ordinary operating expenses, excluding any leverage costs, taxes, interest, brokerage commissions, and any non-routine expenses, such that Combined Fund’s total ordinary operating expenses do not exceed 0.73% annually of the Combined Fund’s average daily Managed Assets (as defined in footnote 2 above). This written agreement will continue for a period of at least two years from the closing of the Taxable Fund Mergers, unless extended, terminated, modified or revised by mutual agreement of the parties thereto, and subject to approval by the Board.


	(5)	Aberdeen’s agreement in writing to pay a portion of the MMT Combined Fund’s total ordinary operating expenses, excluding any leverage costs, taxes, interest, brokerage commissions, and any non-routine expenses, such that Combined Fund’s total ordinary operating expenses do not exceed 0.73% annually of the Combined Fund’s average daily Managed Assets (as defined in footnote 2 above). This written agreement will continue for a period of at least two years from the date on which Aberdeen begins managing the Combined Fund, unless extended, terminated, modified or revised by mutual agreement of the parties thereto, and subject to approval by the New Board.

Municipal Fund Mergers

Annual expenses (as a percentage of average daily net assets attributable to common shares)

	MFM	*Pro Forma* Combined Fund (without change in management)*	*Pro Forma* Combined Fund (with change in management)**
Management Fee	0.99%⁽¹⁾	1.04%⁽¹⁾	0.87%⁽²⁾
Dividends on Preferred Shares and Interest on TOBs ⁽³⁾	1.80%	2.20%	2.21%
Other Expenses	0.17%	0.14%	0.23%
Total Annual Expenses Before Reduction of Expenses	2.96%	3.38%	3.31%
Reduction of Expenses	(0.13)%⁽⁴⁾	(0.13)%⁽⁵⁾	(0.09)%⁽⁶⁾
Total Annual Expenses	2.83%	3.25%	3.22%

	*	Assumes MFS remains investment adviser to the MFM Combined Fund and assumes all Reorganizations other than VFL’s are completed. VFL’s Reorganization will not be completed in the event that Aberdeen is not approved as the investment adviser of the MFM Combined Fund.

	**	Assumes Aberdeen is appointed investment adviser to the MFM Combined Fund and that all Reorganizations are completed.

	(1)	Pursuant to its current investment advisory agreement, MFM pays MFS a management fee that is computed daily and paid monthly at an annual rate of 0.40% of its average daily net assets. MFM also pays MFS 6.32% of its gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from a fund’s investment income reported in its annual financial report. MFM’s existing investment advisory agreement will remain in place (1) if the applicable Reorganizations do not occur or (2) if the Transaction is not consummated and MFS remains the investment adviser of the MFM Combined Fund.

	(2)	If the Transaction is consummated with respect to MFM and Aberdeen becomes the MFM Combined Fund investment adviser, pursuant to an investment advisory agreement with Aberdeen, the MFM Combined Fund would pay Aberdeen a management fee that consists of an annual investment management fee, payable monthly, at an annual rate of 0.60% of the MFM Combined Fund’s average daily “Managed Assets” up to $500 million and at an annual rate of 0.55% of the MFM Combined Fund’s average daily “Managed Assets” in excess of $500 million. “Managed Assets” means the total assets of the Combined Fund, including assets attributable to any form of leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding).


	(3)	Reflects dividends paid on RVMTP shares for which the average dividend rate was 3.92% on an average balance of $96,700,000 during the twelve months ended October 31, 2025. Also reflects interest expense associated with investments in inverse floating rate instruments. For the twelve months ended October 31, 2025, the average leverage amount associated with investments in inverse floating rate instruments was $16,979,180 at a weighted average interest rate of 2.86%. In order to help you better understand the costs associated with MFM’s and the Combined Fund’s leverage strategy, the Total Annual Fund Operating Expenses (excluding Dividends on Preferred Shares and Interest on TOBs and including the Reduction of Expenses) for MFM and the Pro Form Combined Fund are presented below:

			MFM	*Pro Forma* Combined Fund (without change in management)*	*Pro Forma* Combined Fund (with change in management)**
		Total Annual Fund Operating Expenses	1.03%	1.05%	1.01%


		Based on the expenses for the twelve months ended October 31, 2025 Total Annual Fund Operating Expenses expressed as a percentage of average daily “Managed Assets” for MFM, Pro Forma Combined Fund (without change in management), Pro Forma Combined Fund (with change in management), would be 0.74%. 0.71% and 0.67%.


	(4)	Reflects MFS’ agreement to pay a portion of MFM’s total annual operating expenses, excluding interest expense on RVMTP Shares, taxes, extraordinary expenses, brokerage and transaction costs, certain tax reclaim recovery expenses (including contingency fees and closing agreement expenses), other interest expenses, and investment-related expenses (including interest expense and fees associated with instruments in inverse floating rate instruments), such that MFM’s total fund operating expenses do not exceed 0.74%, annually of MFM’s average daily net assets (including the value of RVMTP Shares). This written agreement will continue until modified by the Board, but such agreement will continue at least until October 31, 2027 for MFM.


	(5)	Reflects MFS’ agreement in writing to pay a portion of the MFM Combined Fund’s total ordinary operating expenses, excluding any leverage costs, taxes, interest, brokerage commissions, and any non-routine expenses, such that Combined Fund’s total ordinary operating expenses do not exceed 0.71% annually of the Combined Fund’s average daily net assets (including the value of RVMTP Shares). This written agreement will continue for a period of at least two years from the closing of the Municipal Fund Mergers, unless extended, terminated, modified or revised by mutual agreement of the parties thereto, and subject to approval by the Board.


	(6)	Reflects Aberdeen’s agreement in writing to pay a portion of the MFM Combined Fund’s total ordinary operating expenses, excluding any leverage costs, taxes, interest, brokerage commissions, and any non-routine expenses, such that Combined Fund’s total ordinary operating expenses do not exceed 0.67% annually of the Combined Fund’s average daily Managed Assets (as defined in footnote 2 above). This written agreement will continue for a period of at least two years from the date on which Aberdeen begins managing the Combined Fund, unless extended, terminated, modified or revised by mutual agreement of the parties thereto, and subject to approval by the New Board.

Expense Examples

Pro forma Combined Fund information assumes that each Reorganization is approved and consummated. The level of expenses incurred by the Combined Fund will vary depending on the resulting size of the Combined Fund. There can be no assurance that future expenses will not increase or that any expected expense savings for the applicable Trust will be realized.

The examples below illustrate the expenses that shareholders would pay on a $1,000 investment in common shares of each Trust, at NAV, assuming (1) that each Trust’s net assets do not increase or decrease, (2) that each Trust incurs total annual expenses at the rate shown in the total annual operating expenses table above in years 1 through 10 (assuming that the applicable Expense Limitation Agreement will only be in place through the dates noted above), (3) a 5% annual return and (4) that the Reorganizations had occurred on October 31, 2025 with respect to the Pro forma examples.

The expense examples should not be considered a representation of future expenses. Actual expenses may be higher or lower than those shown. The expense examples assume that the estimated Interest Payments on Borrowed Funds, Dividend Cost on Preferred Shares and Other Expenses set forth in the Annual Expenses table are accurate, that the rate listed under Total Annual Fund Operating Expenses remains the same each year and that all dividends and distributions are reinvested at NAV. The expense examples are based on the relevant fees and expense expressed as a percentage of average daily net assets attributable to common shares, as reflected in the tables above. Actual expenses may be greater or less than those assumed. Moreover, each Trust’s actual rate of return may be greater or less than the hypothetical 5% annual return shown in the applicable example.

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return:

	1 year	3 years	5 years	10 years
MMT	$29	$89	$151	$319
Pro Forma Combined Fund (without change in management)	$19	$60	$104	$226
Pro Forma Combined Fund (with change in management)	$19	$63	$113	$251

	1 year	3 years	5 years	10 years
MFM	$29	$89	$153	$326
Pro Forma Combined Fund (without change in management)	$33	$101	$174	$365
Pro Forma Combined Fund (with change in management)	$32	$100	$171	$359

Leverage

Each Trust may use leverage to the extent permitted by the 1940 Act. Currently, the 1940 Act and the rules and regulations thereunder generally limit the extent to which a Trust may utilize borrowings, together with any other senior securities representing indebtedness, to 33 1/3% of the Trust’s total assets (including the assets subject to, and obtained with, the proceeds of such leverage) at the time utilized (less the Trust’s liabilities and indebtedness not represented by senior securities). In addition, the 1940 Act limits the extent to which a Trust may issue preferred shares plus senior securities representing indebtedness to 50% of the Trust’s total assets (less the Trust’s liabilities and indebtedness not represented by senior securities). Each Combined Fund anticipates that it will use leverage similarly to the applicable Trust prior to the Reorganizations.

Each Trust’s strategies relating to its use of leverage may not be successful, and each Trust’s use of leverage will cause the Trust’s NAV to be more volatile than it would otherwise be. There can be no guarantee that a Trust will leverage its assets or, to the extent the Trust utilizes leverage, what percentage of its assets such leverage will represent.

As of October 31, 2025, MMT had aggregate leverage from borrowings as a percentage of its total assets of 25%. As of October 31, 2025, MFM had aggregate leverage from the issuance of preferred shares and tender option bonds (“TOBs”) and borrowings as a percentage of its total assets of 31%.

If the Reorganizations had occurred on October 31, 2025, and all of the Reorganizations were approved and consummated, the aggregate leverage from borrowings as a percentage of its total assets for MMT would be 17% and the aggregate leverage from the issuance of preferred shares and TOBs and borrowings as a percentage of its total assets for MFM would be 34%.

Accounting and Valuation Policies, Impact to the Combined Fund’s NAV

At the closing of each Reorganization, each Reorganization Agreement sets forth that the Target Fund assets will be valued in accordance with the Target Fund’s valuation procedures as approved by the Board of the Target Fund. Upon the consummation of the Reorganization, the assets transferred to each Trust will be valued pursuant to the Trust’s valuation procedures as approved by the Board of Trustees of the Trust. The valuation procedures for the Target Funds, on the one hand, and each Trust, on the other hand, may differ in certain respects; however, the application of the different valuation procedures is not expected to result in a materially different net asset value of the Target Fund.

Additional Information about the Common Shares of the Trusts

Description of Common Shares to be Issued by the Trusts

Shareholders of each Trust following the Reorganizations will have the same rights as did shareholders of such Trust prior to the Reorganizations.

MMT’s Amended and Restated Agreement and Declaration of Trust, as amended, authorizes an unlimited number of shares, without par value. MFM’s Amended and Restated Agreement and Declaration of Trust, as amended, authorizes an unlimited number of shares, with or without par value. If the Proposal is approved by shareholders of each Trust and the Reorganizations are consummated, each Trust will issue common shares to the holders of common shares of each respective Target Fund based on the relative per share net asset value of the corresponding Trust and the net asset value of the assets of the Target Fund, in each case as of the Closing Date. Common shares of each Trust have equal rights with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of such Trust, subject to the rights of the holders of preferred shares, if any. Each Trust’s common shares, when issued, will be fully paid and non-assessable and have no preemptive, conversion or exchange rights or rights to cumulative voting.

Capitalization

The following tables set forth the unaudited capitalization of each Fund as of October 31, 2025, assuming no further sales are made and without reflecting any transaction costs borne by the Funds in connection with the Reorganizations, and on a pro forma basis for each Combined Fund as of that date as if the proposed Reorganizations had occurred on that date. Pro forma Combined Fund information assumes that each Reorganization is approved and consummated. VFL has outstanding 990 Series 2049 Muni-MultiMode Preferred Shares (“MMP Shares”). It is anticipated that if all necessary approvals are obtained for VFL to reorganize into MFM, VFL will redeem all of its outstanding MMP Shares prior to the closing of the Reorganization. The pro forma capitalization information is for informational purposes only. No assurance can be given as to how many Common Merger Shares and RVMTP Merger Shares of the applicable Trust will be received by shareholders as a result of the Reorganizations, and the information should not be relied upon to reflect the number of Common Merger Shares and RVMTP Merger Shares that actually will be received. The amounts shown are in thousands, except share amounts.

Taxable Fund Mergers

	MCR	MGF	CIF	MIN	MMT (Acquiring Fund)	Adjustment	Pro Forma Combined Fund (all Reorganizations occur)
Net Assets	$282,192,098	$103,942,939	$33,078,058	$311,056,061	$279,043,726		$1,009,312,882
Common Shares Outstanding (a)	41,688,435	32,590,193	17,901,986	113,798,238	54,939,439	(62,225,081) (b)	198,693,210
NAV Per Common Share	$6.77	$3.19	$1.85	$2.73	$5.08		$5.08

(a) Based on the number of outstanding common shares as of October 31, 2025.

(b) Reflects the exchange of Acquired Fund shares for Acquiring Fund shares as a result of the Reorganizations.

Municipal Fund Mergers

	CXE	CMU	CXH	VFL	MFM (Acquiring Fund)	Adjustment	Pro Forma Combined Fund (all Reorganizations Occur)
Net Assets	$130,692,589	$96,693,104	$70,804,999	$140,960,494	$248,088,365		$687,239,551
Common Shares Outstanding (a)	31,525,773	25,492,782	8,199,220	12,278,003	41,187,631	(4,547,077) (b)	114,136,332
NAV Per Common Share	$4.15	$3.79	$8.64	$11.48	$6.02		$6.02
Preferred Shares Outstanding	692	510	372	990 (c)	967	(990)	2,541
Liquidation Preference per Preferred Share	$ 100,000	$ 100,000	$ 100,000	$ 100,000	$ 100,000		$ 100,000

(a) Based on the number of outstanding common shares as of October 31, 2025.

(b) Reflects the exchange of Acquired Fund shares for Acquiring Fund shares as a result of the Reorganizations.

(c) As of October 31, 2025, VFL had outstanding 990 Series 2049 Muni-MultiMode Preferred Shares (“MMP Shares”). It is anticipated that VFL will redeem all of its outstanding MMP Shares prior to the Reorganization.

EACH TRUST’S BOARD, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE PROPOSAL.

ITEM 2 — APPROVAL OF NEW MANAGEMENT AGREEMENT

PROPOSAL

To approve a new investment management agreement between each Trust and Aberdeen.

Background

The Board has considered and approved an arrangement pursuant to which Aberdeen, subject to various other conditions, would serve as the new investment adviser to each Trust. The Transaction was presented to the Board by representatives of MFS, who provided a detailed explanation of its reasons for seeking the Transaction and its views of the benefits to the Trusts, among other things. As described in further detail below under the section titled “Board Consideration of the New Management Agreements,” the Board met with representatives of MFS and Aberdeen and reviewed requested information provided from both parties prior to approving the New Management Agreements and recommending that shareholders approve the New Management Agreements. The Transaction will only be completed for a Trust if: (i) certain Target Fund shareholders approve the Reorganizations and shareholders of such Trust approve the applicable Share Issuance Proposal, (ii) shareholders of such Trust approve the New Management Agreement Proposal; and (ii) shareholders of such Trust approve the New Board Proposal, in addition to certain other Transaction Conditions. With respect to Transaction Condition (d), under the terms of the Purchase Agreement, the Proposed Board and Management Changes will not take effect for MMT unless the Reorganizations of MIN and MCR, respectively, with and into MMT have occurred or such condition is waived, and the Proposed Board and Management Changes will not take effect for MFM unless the Reorganization of CXE with and into MFM has occurred. The Transaction is contingent upon each Transaction Condition being satisfied or waived. If any Transaction Condition is not satisfied or waived for a Trust, the Transaction will not be completed for such Trust, in which case MFS will continue to serve as such Trust’s investment adviser. In such case MFS may recommend alternative proposals to the relevant Fund’s Board, including, but not limited to, a re-solicitation of votes for the Reorganization.

If the necessary approvals are obtained, each New Management Agreement will be effective on or about the Closing Date. On the Closing Date, MFS will cease to serve as investment adviser to each Trust, and Aberdeen will commence serving as investment adviser to each Trust. If the Transaction is not completed for any reason, MFS will continue as the investment adviser to each Trust.

Benefits of the New Management Agreements

Potential benefits of each New Management Agreement to shareholders of the applicable Trust include: (i) the opportunity to be part of a broad closed-end fund platform from a global and independent organization with a focus on continuing and expanding its asset management business in general and its U.S.-registered closed-end fund business in particular; and (ii) for MFM, management by Aberdeen’s municipals team; and (iii) and for MMT, management by Aberdeen’s multi-sector team; and (iv) for each Combined Fund, application of Aberdeen’s proposed expense limitation arrangement is expected to result in total annual fund operating expenses¹that are the same or lower on a Managed Assets basis, as compared to the relevant Trust for a period of at least two years from the date on which Aberdeen begins managing the Combined Fund. The implementation of the Trusts’ investment objective and investment policies and strategies by Aberdeen and the Aberdeen Investment Team may vary materially compared to the investment process currently employed by MFS in managing the Trusts. This may cause holdings and other portfolio attributes of a Trust to vary significantly from those historically experienced by such Trust.

With respect to MMT, Aberdeen has multi-sector credit experience dating back to 1994 with an asset allocation policy that is constantly evolving. Aberdeen has an experienced skilled fixed income team with full access to leverage Aberdeen affiliates’ credit platform globally providing access to teams that utilize independent and in-depth credit research. Aberdeen has a strong buy and sell discipline, which is driven by fundamental credit analysis with risk management fully integrated into the investment process to seek to limit downside risk.

With respect to MFM, Aberdeen has municipal expertise which dates back to the 1980s and over $1.4 billion of municipal securities’ assets under management as of September 30, 2025. Aberdeen’s municipal fixed income team has access to the Aberdeen affiliates’ credit platform globally from which they can leverage the independent and in-depth credit research to choose investments. Aberdeen’s municipal team has strong buy and sell discipline driven by fundamental credit analysis with risk management fully integrated into the investment process to seek to mitigate downside risk. Aberdeen’s size also allows it to be nimble in the market and take advantage of opportunities that may be inaccessible to larger investors.

Aberdeen views closed-end funds as a strategic growth area. Aberdeen’s U.S. closed-end fund business has been developed through initial public offering (“IPO”) and secondary market fund raising, but primarily from targeted acquisition as opposed to development through IPO and secondary market fund raising. Aberdeen is resourced to support all areas of administration, marketing, operations, legal, company secretarial and risk management.

¹“total annual fund operating expenses” excludes interest payments on borrowed funds, dividends on preferred shares, and interest on tender option bonds, as applicable.

The Board received information about the estimated portfolio turnover of each Trust after its respective Reorganizations close to align the assets received with the strategy of the respective Trust.

Terms of the Transaction

On December 10, 2025, MFS, Aberdeen and, for the purposes specified therein, Aberdeen Group plc, entered into the Purchase Agreement pursuant to which Aberdeen will acquire certain assets and liabilities related to the Business of each Trust if: (1) certain closed-end fund reorganizations (as described in separate Target Fund Prospectus/Proxy Statements) are approved; (2) Aberdeen becomes the investment adviser of such Trust pursuant to the applicable New Management Agreement; (3) the New Board is elected to oversee the Trust; and (4) certain other Transaction Conditions are satisfied or waived.

Under the Purchase Agreement, MFS has agreed to transfer to Aberdeen, in exchange for a cash payment at the closing of the Transaction and subject to certain conditions and exceptions, (i) all right, title and interest of MFS in and to the books and records relating to the Business of the Trusts; (ii) the historical investment performance records of the funds being reorganized; and (iii) the goodwill of the Business.

The Trusts are not party to the Purchase Agreement. However, the consummation of the Transaction with respect to a Trust is subject to shareholder approval of its Proposals described in this Proxy Statement. Therefore, if shareholders of a Trust do not approve the Proposals, or if the other conditions in the Purchase Agreement are not satisfied or waived, then the Transaction will not be completed and the Purchase Agreement will terminate with respect to such Trust. The election of the five new Trustees for a Trust is therefore contingent on the adoption by such Trust of its New Management Agreement.

In connection with its obligations under the Purchase Agreement and the broader Transaction, Aberdeen has agreed to comply with Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive “safe harbor” for an investment company’s adviser or any affiliated persons of the adviser to receive any amount or benefit in connection with a sale of securities or other interest in the investment adviser as long as two conditions are met. First, for a period of three years after the change of control, at least 75% of the directors of the investment company must not be interested persons of the adviser or the predecessor adviser. Second, there must not be any “unfair burden” imposed on the investment company as a result of the transaction or any express or implied terms, conditions or understandings relating to the transaction. Section 15(f) defines “unfair burden” to include any arrangement during the two-year period after the transaction in which the adviser or predecessor adviser, or any interested person of the adviser or predecessor adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company).

MFS has advised the Trusts that neither it, nor Aberdeen, after reasonable inquiry, is aware of any express or implied term, condition, arrangement or understanding that would impose an “unfair burden” on the funds as a result of the Transaction. Moreover, Aberdeen has advised the funds that Aberdeen will not take, nor cause its affiliates to take, any action that would have the effect of causing the conditions of Section 15(f) not to be met with respect to the Transaction, and Aberdeen has advised the funds that Aberdeen will not fail to take, and will cause its affiliates not to fail to take, any action if the failure to take such action would have the effect of causing the conditions of Section 15(f) not to be met with respect to the Transaction.

Current and Pro Forma Fees and Expenses of the Trusts

Below is a comparison of the fees and expenses of each Trust before and after the Reorganizations based on the expenses for the twelve months ended October 31, 2025. Pro forma Combined Fund fees and expenses are estimated in good faith and are hypothetical. The level of expense savings (or increases) resulting from the Reorganizations will vary depending on the resulting size of each Combined Fund. Pro forma Combined Fund information assumes that each Reorganization is approved and consummated. If any Reorganization is not consummated, certain figures in the tables below would be different; however, “Total Annual Fund Operating Expenses” after application of any expense limitation arrangements are expected to be the same even if a Reorganization is not consummated.

Taxable Fund Mergers

Annual expenses (as a percentage of average daily net assets attributable to common shares)

	MMT	*Pro Forma* Combined Fund (without change in management)*	*Pro Forma* Combined Fund (with change in management)**
Management Fee	0.78%⁽¹⁾	0.78%⁽¹⁾	1.02%⁽²⁾
Interest Payments on Borrowed Funds⁽³⁾	1.87%	1.01%	1.01%
Other Expenses	0.21%	0.16%	0.20%
Total Annual Expenses Before Reduction of Expenses	2.86%	1.95%	2.23%
Reduction of Expenses	0.00%	(0.06)%⁽⁴⁾	(0.35)%⁽⁵⁾
Total Annual Expenses	2.86%	1.89%	1.88%

	*	Assumes MFS remains investment adviser to the MMT Combined Fund and assumes all Reorganizations are completed.

	**	Assumes Aberdeen is appointed investment adviser to the MMT Combined Fund and that all Reorganizations are completed.

	(1)	Pursuant to its current investment advisory agreement, MMT pays MFS a management fee that is computed daily and paid monthly at an annual rate of 0.34% of its average daily net assets. MMT also pays MFS 5.40% of its gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from a fund’s investment income reported in its annual financial report. MMT’s existing investment advisory agreement will remain in place (1) if the applicable Reorganizations do not occur or (2) if the Transaction is not consummated and MFS remains the investment adviser of the MMT Combined Fund.

	(2)	If the Transaction is consummated with respect to MMT and Aberdeen becomes the MMT Combined Fund investment adviser, pursuant to an investment advisory agreement with Aberdeen, the MMT Combined Fund would pay Aberdeen a management fee that consists of an annual investment management fee, payable monthly, at an annual rate of 0.85% of the MMT Combined Fund’s average daily “Managed Assets”. “Managed Assets” means the total assets of the Combined Fund, including assets attributable to any form of leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding).


	(3)	Reflects interest paid on borrowings under a credit agreement for leverage purposes. The Combined Fund is intended to borrow for leverage purposes pursuant to MMT’s existing credit facility. In order to help you better understand the costs associated with MMT’s and the Combined Fund’s leverage strategy, the Total Annual Fund Operating Expenses (excluding Interest Payments on Borrowed Funds and including the Reduction of Expenses) for MMT and the Pro Form Combined Fund are presented below:

			MMT	*Pro Forma* Combined Fund (without change in management)*	*Pro Forma* Combined Fund (with change in management)**
		Total Annual Fund Operating Expenses	0.99%	0.88%	0.87%


		Based on the expenses for the twelve months ended October 31, 2025 Total Annual Fund Operating Expenses expressed as a percentage of average daily “Managed Assets” for MMT, Pro Forma Combined Fund (without change in management), Pro Forma Combined Fund (with change in management), would be 0.73%, 0.73%, and 0.73%, respectively.

	(4)	Reflects MFS’ agreement in writing to pay a portion of the MMT Combined Fund’s total ordinary operating expenses, excluding any leverage costs, taxes, interest, brokerage commissions, and any non-routine expenses, such that Combined Fund’s total ordinary operating expenses do not exceed 0.73% annually of the Combined Fund’s average daily Managed Assets (as defined in footnote 2 above). This written agreement will continue for a period of at least two years from the closing of the Taxable Fund Mergers, unless extended, terminated, modified or revised by mutual agreement of the parties thereto, and subject to approval by the Board.


	(5)	Aberdeen’s agreement in writing to pay a portion of the MMT Combined Fund’s total ordinary operating expenses, excluding any leverage costs, taxes, interest, brokerage commissions, and any non-routine expenses, such that Combined Fund’s total ordinary operating expenses do not exceed 0.73% annually of the Combined Fund’s average daily Managed Assets (as defined in footnote 2 above). This written agreement will continue for a period of at least two years from the date on which Aberdeen begins managing the Combined Fund, unless extended, terminated, modified or revised by mutual agreement of the parties thereto, and subject to approval by the New Board.

Municipal Fund Mergers

Annual expenses (as a percentage of average daily net assets attributable to common shares)

	MFM	*Pro Forma* Combined Fund (without change in management)*	*Pro Forma* Combined Fund (with change in management)**
Management Fee	0.99%⁽¹⁾	1.04%⁽¹⁾	0.87%⁽²⁾
Dividends on Preferred Shares and Interest on TOBs ⁽³⁾	1.80%	2.20%	2.21%
Other Expenses	0.17%	0.14%	0.23%
Total Annual Expenses Before Reduction of Expenses	2.96%	3.38%	3.31%
Reduction of Expenses	(0.13)% ⁽⁴⁾	(0.13)% ⁽⁵⁾	(0.09)% ⁽⁶⁾
Total Annual Expenses	2.83%	3.25%	3.22%

	*	Assumes MFS remains investment adviser to the MFM Combined Fund and assumes all Reorganizations other than VFL’s are completed. VFL’s Reorganization will not be completed in the event that Aberdeen is not approved as the investment adviser of the MFM Combined Fund.

	**	Assumes Aberdeen is appointed investment adviser to the MFM Combined Fund and that all Reorganizations are completed.

SEC Form DEF 14A filed by MFS Multimarket Income Trust