UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-4841 - -------------------------------------------------------------------------------- MFS MUNICIPAL INCOME TRUST - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 500 Boylston Street, Boston, Massachusetts 02116 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Stephen E. Cavan Massachusetts Financial Services Company 500 Boylston Street Boston, Massachusetts 02116 - -------------------------------------------------------------------------------- (Name and address of agents for service) Registrant's telephone number, including area code: (617) 954-5000 - -------------------------------------------------------------------------------- Date of fiscal year end: October 31, 2002 - -------------------------------------------------------------------------------- Date of reporting period: April 30, 2003 - -------------------------------------------------------------------------------- ITEM 1. REPORTS TO STOCKHOLDERS. [MFS LOGO] INVESTMENT MANAGEMENT MFS(R) MUNICIPAL INCOME TRUST SEMIANNUAL REPORT o APRIL 30, 2003 TABLE OF CONTENTS Letter from the Chairman .................................................. 1 Management Review ......................................................... 4 Performance Summary ....................................................... 8 Portfolio of Investments .................................................. 10 Financial Statements ...................................................... 27 Notes to Financial Statements ............................................. 32 Trustees and Officers ..................................................... 40 - -------------------------------------------------------------------------------- NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY - -------------------------------------------------------------------------------- LETTER FROM THE CHAIRMAN [Photo of Jeffrey L. Shames] Jeffrey L. Shames Dear Shareholders, Our firm was built on the philosophy that bottom- up fundamental research is the best means of achieving superior long term investment performance. When you're managing billions of dollars for investors, we think you have an obligation to have in-depth, firsthand knowledge of every company you own whether it is in the U.S. or anywhere across the globe. We have structured our equity and fixed-income investment teams to capitalize on the strength of our investment process and the global reach of our analysts based around the world. Our global research team is composed of 45 equity analysts, 27 based in the U.S. and 18 based abroad, and 26 credit research analysts. Each analyst is assigned one or more specific industries and then charged with identifying the most attractive investment ideas within these industries. Our U.S. and non-U.S. equity research analysts are unified into one team that emphasizes a collaborative process in analyzing securities across the globe. Credit analysts also share their expertise in each segment of the fixed-income market and work as part of the same team ensuring that every member has access to information that may have a material effect on their investment decisions. As MFS continues to grow and as markets become more complex, we believe our structure will enable us to maintain a consistent investment process with the goal of providing strong, long-term investment performance across market capitalizations, investment disciplines, and country borders for our fund shareholders. THINKING GLOBALLY More companies than ever compete globally and, therefore, we must make investment decisions knowing what is occurring outside of a company's local market. This trend plays to the strength of our environment of collaboration between our analysts and portfolio managers across the globe. The analysts know the most details about individual companies in specific industries and geographic regions. The portfolio managers have broader, cross-industry insights and a wider perspective on companies and industries. Our goal is to make sure those two sets of perspectives coordinate and work well together. As markets across the globe become more interdependent, we believe our collaborative environment allows us to produce solid investment ideas for our portfolios. BUILDING A NETWORK Simply put, we believe our structure assures that our analysts maintain their peripheral vision rather than becoming too immersed in a specific segment of the market. We do not believe that analysts and portfolio managers -- no matter how talented they may be -- can succeed by working in a vacuum. Through the latest technology available, our entire research team meets frequently via video and telephone teleconferences, email, and PDAs (Personal Digital Assistants). When we hire new analysts, we require them to spend an average of one year in Boston to learn MFS' culture and to build relationships with their peers. We believe the interaction among our analysts is the key to making our collaborative process work towards delivering superior long term investment performance for our fund shareholders. Our analysts work out of four research offices in Boston, London, Singapore, and Tokyo, and are assigned to specific regions and industries. They meet regularly with their colleagues to discuss the trends around the world affecting the companies they cover. In addition, our equity and fixed-income analysts often visit company managements as a team. This collaboration is vital because of the different perspective they bring to their analysis. Because a company's stock price has tended to follow its earnings over time, our equity research analysts tend to focus on gauging earnings potential, a company's position within its industry and its ability to grow its market share. Conversely, our fixed income analysts will look at stability of a company's cash flow, the value of its assets, and its capital structure to gauge whether the company can generate enough free cash flow to pay off its debt. As a result of their collaboration, we believe we're able to see a more complete view of a company. WORKING TOGETHER Our portfolio managers also work closely with the analysts to select the most appropriate securities for their portfolios from the various recommendations made by the analysts. Opinions are exchanged and ideas are challenged so that each member of our team is involved in our investment process. In fact, our portfolio managers will be the first ones to tell you that many of their best ideas start with the research analysts. We believe our collaborative approach also provides us with an effective way to assess risk. Our portfolio managers are not discouraged from taking on an appropriate level of risk; however we have rigorous guidelines to assure that the level of risk is measured and monitored and consistent with the investment philosophies of each of our portfolios. All told, we believe our culture empowers the members of our investment team to continue to do their best work and allows them to make better investment decisions. As always, we appreciate your confidence in MFS and welcome any questions or comments you may have. Respectfully, /s/ Jeffrey L. Shames Jeffrey L. Shames Chairman MFS Investment Management(R) May 30, 2003 The opinions expressed in this letter are those of MFS, and no forecasts can be guaranteed. MANAGEMENT REVIEW Dear Shareholders, For the 6 months ended April 30, 2003, the trust provided a total return of 9.16% based on its beginning and ending stock market prices and assuming the reinvestment of any dividends and capital gains distributions paid during the period. The trust's total return based on its net asset value (NAV) was 2.68%. This return compares to those of 3.59% and 2.95%, respectively, for the trust's benchmarks, the Lehman Brothers Municipal Bond Index (the Lehman Index), a broad measure of the municipal bond market, and the Lipper Closed End High Yield Municipal Index (the Lipper Index), an index composed of 10 closed-end funds (including MFS(R) Municipal Income Trust) that invest at least 50% of their assets in lower-rated municipal debt securities. MARKET ENVIRONMENT The municipal bond market overall posted gains during the six months ended April 30, 2003, as economic growth was moderate and uncertainty about the economy pushed interest rates down. While high-yield municipal bonds delivered positive returns, they did not perform as well as higher-rated issues. Early in the period, we saw a continuation of the "flight to quality" that had begun in the spring and summer of 2002. A rash of corporate scandals, economic weakness, and then the expectation of war with Iraq led investors to seek high-quality assets such as Treasuries and "AAA"-rated municipal bonds, which typically have been less volatile than lower-rated bonds in times of crisis. (Principal and interest of U.S. Treasury securities are guaranteed by the U.S. government if held to maturity.) A factor that held back higher-yielding municipal issues was the problem of budget shortfalls at the state and local level, as the slowing economy hurt tax receipts. While the issues of corporate misdeeds and Iraqi war worries seemed to have largely faded by the end of April -- and in fact we saw a rally in stocks and taxable high-yield bonds during this time -- municipal budget problems continued to lead muni investors to prefer less risky, higher-quality bonds. The high-yield municipal area also suffered from specific sector woes. Bonds of health care facilities, which are partly dependent on state Medicaid and federal Medicare payments, were affected by government budget tightening. Airline and airport-related bonds were pressured by financial stress at most major carriers. One of the hardest-hit areas was tobacco bonds. These securities are backed by the 1998 Master Settlement Agreement (MSA), in which tobacco companies agreed to a stream of payments to 46 states in return for the states dropping smoking-related class action lawsuits. In March, a different lawsuit raised questions about Philip Morris USA's ability to make its April 2003 MSA payment, and state tobacco bonds declined on the news. While Philip Morris did make its April payment, tobacco bonds remained somewhat depressed by the perception of increased risk in the sector. PERFORMANCE RELATIVE TO THE LIPPER INDEX The trust modestly underperformed (based upon total return on NAV) against the Lipper Closed End High Yield Municipal Index, a benchmark composed of the trust's peers. There were two main reasons for that underperformance. Relative to its peers, the trust was overweighted in tobacco bonds, which declined in price. In addition, the trust was relatively short in duration (a measure of sensitivity to interest rate changes). For that reason, the trust benefited less than its peer group when interest rates declined (and bond prices rose) over the period. In contrast, the trust's overweighting in the utilities sector helped relative performance. In mid-2002, the sector in general had been depressed by fallout from the Enron scandal. By the start of the six-month period, however, the situation began to turn around. Utilities started to improve their balance sheets, and banks restructured utility loans with longer maturities. Investors seemed to realize that most utilities were not going to go bankrupt and that perhaps those securities had become undervalued. The result was strong performance in the sector over the period. Another positive factor was the trust's positioning on the yield curve. (A yield curve for bonds is a graph showing yield against time remaining to maturity. In most cases, yield increases with maturity.) Over the period, interest rates in the 12- to 20-year part of the curve declined more than longer-term rates, so bonds in the 12- to 20-year area saw more price appreciation. The trust's overweighting in that better-performing part of the curve helped relative performance. PERFORMANCE RELATIVE TO THE LEHMAN INDEX The trust underperformed (based upon total return on NAV) against the Lehman Brothers Municipal Bond Index, a benchmark composed primarily of high-grade securities rated "A" or better. As mentioned earlier, high-yield securities, which are the trust's main focus, underperformed high-grade issues over the period. This was the main factor in the trust's underperformance relative to the Lehman Index. (By prospectus, the trust must, under normal market conditions, have at least 65% of its holdings in bonds rated "BBB" or lower.) Respectfully, /s/ Michael W. Roberge /s/ Geoffrey L. Schechter Michael W. Roberge Geoffrey L. Schechter Portfolio Manager Portfolio Manager The opinions expressed in this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based on market and other conditions, and no forecasts can be guaranteed. It is not possible to invest directly in an index. The portfolio is actively managed, and current holdings may be different. - -------------------------------------------------------------------------------- PORTFOLIO MANAGERS' PROFILES - -------------------------------------------------------------------------------- MICHAEL W. ROBERGE, CFA, IS SENIOR VICE PRESIDENT AND DIRECTOR OF FIXED INCOME RESEARCH OF MFS INVESTMENT MANAGEMENT(R) (MFS(R)) AND PORTFOLIO MANAGER OF THE MUNICIPAL HIGH INCOME PORTFOLIOS OF OUR MUTUAL FUNDS AND CLOSED-END FUNDS. MICHAEL ALSO OVERSEES THE ANALYST TEAM THAT MANAGES THE RESEARCH BOND PORTFOLIOS OF OUR MUTUAL FUNDS. HE IS ALSO A MEMBER OF THE MFS FIXED INCOME STRATEGY GROUP. HE JOINED MFS IN 1996 AS A CREDIT ANALYST IN THE MUNICIPAL FIXED INCOME DEPARTMENT AND WAS NAMED PORTFOLIO MANAGER IN 1997, VICE PRESIDENT IN 1998, SENIOR VICE PRESIDENT AND ASSOCIATE DIRECTOR OF FIXED INCOME RESEARCH IN 2000, AND DIRECTOR OF FIXED INCOME RESEARCH IN 2001. PRIOR TO JOINING MFS, HE WORKED AS A MUNICIPAL CREDIT ANALYST AND PORTFOLIO MANAGER WITH ANOTHER MAJOR MUTUAL FUND FIRM. BEFORE THAT, HE WAS A CREDIT ANALYST WITH MOODY'S INVESTORS SERVICE, INC. MICHAEL IS A 1990 GRADUATE OF BEMIDJI STATE UNIVERSITY AND EARNED AN M.B.A. DEGREE FROM HOFSTRA UNIVERSITY IN 1992. HE HOLDS THE CHARTERED FINANCIAL ANALYST (CFA) DESIGNATION AND IS A MEMBER OF THE BOSTON MUNICIPAL ANALYSTS FORUM AND THE NATIONAL FEDERATION OF MUNICIPAL ANALYSTS. GEOFFREY L. SCHECHTER, CFA, CPA, IS SENIOR VICE PRESIDENT OF MFS INVESTMENT MANAGEMENT(R) (MFS(R)) AND A PORTFOLIO MANAGER OF OUR MUNICIPAL BOND FUNDS. HE ALSO MANAGES SEVERAL OTHER STATE MUNICIPAL BOND PORTFOLIOS FOR MFS. HE JOINED MFS AS INVESTMENT OFFICER IN 1993 AFTER WORKING AS A MUNICIPAL CREDIT ANALYST WITH A MAJOR INSURANCE COMPANY. HE WAS NAMED PORTFOLIO MANAGER IN 1993, ASSISTANT VICE PRESIDENT IN 1994, AND VICE PRESIDENT IN 1995. GEOFF IS A GRADUATE OF THE UNIVERSITY OF TEXAS AND HAS AN M.B.A. DEGREE FROM BOSTON UNIVERSITY. HE HOLDS THE CHARTERED FINANCIAL ANALYST (CFA) AND CERTIFIED PUBLIC ACCOUNTANT (CPA) DESIGNATIONS. ALL PORTFOLIO MANAGERS AT MFS ARE SUPPORTED BY AN INVESTMENT STAFF OF OVER 160 PROFESSIONALS UTILIZING MFS ORIGINAL RESEARCH(R), A GLOBAL, ISSUER-ORIENTED, BOTTOM-UP PROCESS OF SELECTING SECURITIES. - -------------------------------------------------------------------------------- In accordance with Section 23(c) of The Investment Company Act of 1940, the trust hereby gives notice that it may from time to time repurchase shares of the trust in the open market at the option of the Board of Trustees and on such terms as the Trustees shall determine. OBJECTIVE: To provide a high level of current income exempt from federal income taxes. NEW YORK STOCK EXCHANGE SYMBOL: MFM - -------------------------------------------------------------------------------- PERFORMANCE SUMMARY - -------------------------------------------------------------------------------- (For the six month period ended April 30, 2003) NET ASSET VALUE PER SHARE October 31, 2002 $7.61 April 30, 2003 $7.57 NEW YORK STOCK EXCHANGE PRICE October 31, 2002 $7.15 April 30, 2003 (high)* $7.50 December 23, 2002 (low)* $7.00 *For the period from November 1, 2002 through April 30, 2003 - -------------------------------------------------------------------------------- NOTES TO PERFORMANCE SUMMARY All results are historical. Investment return and principal value will fluctuate, and shares, when sold, may be worth more or less than their original cost. More recent returns may be more or less than those shown. Past performance is no guarantee of future results. KEY RISK CONSIDERATIONS The portfolio may invest in derivative securities which may include futures and options. These types of instruments can increase price fluctuation. The portfolio focuses on companies in a limited number of sectors making it more susceptible to adverse economic, political, or regulatory developments affecting those sectors than a portfolio that invests more broadly. Investments in lower-rated securities may provide greater returns but may have greater-than-average risk. Because the portfolio invests in a limited number of companies a change in one security's value may have a more significant effect on the portfolio's value. Government guarantees apply to the underlying securities only and not to the prices and yields of the portfolio. These risks may increase share price volatility. Please see the prospectus for further information on these and other risk considerations. NUMBER OF SHAREHOLDERS As of April 30, 2003, our records indicate that there are 3,933 registered shareholders and approximately 13,202 shareholders owning trust shares in "street" name, such as through brokers, banks, and other financial intermediaries. As of April 30, 2003, 2,800 shares of Auction Preferred Shares (APS), Series T and 2,800 shares of Auction Preferred Shares (APS), Series TH were issued and outstanding. If you are a "street" name shareholder and wish to directly receive our reports, which contain important information about the trust, please write or call: State Street Bank and Trust Company P.O. Box 8200 Boston, MA 02266-8200 1-800-637-2304 DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN MFS offers a Dividend Reinvestment and Cash Purchase Plan that allows you to reinvest either all of the distributions paid by the trust or only the long- term capital gains. Purchases are made at the market price unless that price exceeds the net asset value (the shares are trading at a premium). If the shares are trading at a premium, purchases will be made at a discounted price of either the net asset value or 95% of the market price, whichever is greater. Twice each year you can also buy shares. Investments in any amount over $100 can be made in January and July on the 15th of the month or shortly thereafter. If your shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the plan on your behalf. If the nominee does not offer the plan, you may wish to request that your shares be re-registered in your own name so that you can participate. There is no service charge to reinvest distributions, nor are there brokerage charges for shares issued directly by the trust. However, when shares are bought on the New York Stock Exchange or otherwise on the open market, each participant pays a pro rata share of the commissions. The automatic reinvestment of distributions does not relieve you of any income tax that may be payable (or required to be withheld) on the distributions. To enroll in or withdraw from the plan, or if you have any questions, call 1-800-637-2304 any business day from 8 a.m. to 8 p.m. Eastern time. Please have available the name of the trust and your account and Social Security numbers. For certain types of registrations, such as corporate accounts, instructions must be submitted in writing. Please call for additional details. When you withdraw, you can receive the value of the reinvested shares in one of two ways: a check for the value of the full and fractional shares, or a certificate for the full shares and a check for the fractional shares. PORTFOLIO OF INVESTMENTS (Unaudited) -- April 30, 2003 Municipal Bonds - 142.8% - ------------------------------------------------------------------------------------------------------------ PRINCIPAL AMOUNT ISSUER (000 OMITTED) VALUE - ------------------------------------------------------------------------------------------------------------ Airport and Port Revenue - 1.7% Oklahoma City, OK, Airport Trust Rev., FSA, 5.75s, 2016 $ 3,125 $ 3,395,437 Seattle, WA, Airport Trust Rev., FGIC, 5.625s, 2018 1,500 1,598,850 ------------- $ 4,994,287 - ------------------------------------------------------------------------------------------------------------ General Obligations - General Purpose - 1.5% Jefferson County, OH, RADIAN, 7.125s, 2005(++) $ 1,000 $ 1,163,420 Lake County, IL, Land Acquisition & Development, 5.75s, 2017 1,000 1,147,910 New York City, NY, 6.125s, 2006(++) 530 602,690 New York City, NY, 6.125s, 2025 1,470 1,569,166 ------------- $ 4,483,186 - ------------------------------------------------------------------------------------------------------------ General Obligations - Improvement - 0.7% New Lenox, IL, Community Park Development Authority, 8.25s, 2004(++) $ 1,765 $ 1,950,643 - ------------------------------------------------------------------------------------------------------------ Health Care Revenue - Hospitals - 34.8% Allegheny County, PA, Hospital Development Authority Rev. (South Hills Health System), 6.75s, 2025 $ 500 $ 531,330 Allegheny County, PA, Hospital Development Authority Rev. (West Penn Allegheny Health), 9.25s, 2022 1,000 1,124,880 Allegheny County, PA, Hospital Development Authority Rev. (West Penn Allegheny Health), 9.25s, 2030 2,000 2,243,540 Baldwin County, AL, Eastern Shore Health Care Authority Rev. (Thomas Hospital), 5.75s, 2027 700 646,898 Brookhaven, NY, Civic Facilities Rev. (Memorial Hospital Medical Center, Inc.), 7.75s, 2010 1,000 1,057,550 Chautauqua County, NY, Civic Facilities Rev. (Woman's Christian Assn.), 6.35s, 2017 290 290,212 Chautauqua County, NY, Civic Facilities Rev. (Woman's Christian Assn.), 6.4s, 2029 980 947,180 Chemung County, NY, Civic Facilities Rev. (St. Joseph's Hospital- Elmira), 6s, 2013 640 625,510 Chemung County, NY, Civic Facilities Rev. (St. Joseph's Hospital- Elmira), 6.35s, 2013 160 160,290 Chester County, PA, Health & Educational Facilities Rev. (Chester County Hospital), 6.75s, 2021 1,625 1,605,663 Citrus County, FL, Hospital Development Authority Rev. (Citrus Memorial Hospital), 6.25s, 2023 1,000 1,010,240 Colorado Health Facilities Authority Rev. (Parkview Medical Center), 6.5s, 2020 1,000 1,102,260 Colorado Health Facilities Authority Rev. (Parkview Medical Center), 6.6s, 2025 1,000 1,125,300 Colorado Health Facilities Authority Rev. (Portercare Adventist Health Systems), 6.625s, 2026 675 734,947 Comal County, TX, Health Facilities Development Rev. (McKenna Memorial Hospital), 6.125s, 2022 500 503,990 Health Care Revenue - Hospitals - continued Crittenden County, AR, 7s, 2020 1,030 1,134,329 Cumberland County, PA, Municipal Authority Rev. (Carlisle Hospital & Health Centers), 6.8s, 2004(++) 250 275,958 Cuyahoga County, OH, Hospital Facilities Rev. (Canton, Inc.), 7.5s, 2030 850 940,236 Delaware Health Facilities Authority Rev. (Nanticoke Memorial Hospital), 5.625s, 2032 1,250 1,262,250 Denver, CO, Health & Hospital Authority Rev., 5.25s, 2013 635 648,970 Denver, CO, Health & Hospital Authority Rev., 5.375s, 2018 1,500 1,484,475 Denver, CO, Health & Hospital Authority Rev., 6s, 2023 250 255,585 Denver, CO, Health & Hospital Authority Rev., 5.375s, 2028 1,000 947,540 District of Columbia, Health & Hospital Authority Rev. (Medstar University Hospital), 6.875s, 2031 1,200 1,294,860 Grand Forks, ND, Health Care Authority Rev. (Altru Health Systems Obligation Group), 7.125s, 2024 755 827,072 Gulfport, MS, Health Care Authority Rev. (Memorial Hospital at Gulfport), 5.75s, 2031 1,000 1,021,590 Highlands County, FL, Health Care Authority Rev. (Adventist/ Sunbelt Hospital), 6s, 2031 900 949,446 Houston County, AL, Health Care Authority Rev., AMBAC, 6.25s, 2030 2,000 2,283,280 Huntsville, AL, Health Care Authority Rev., 5.625s, 2026 875 888,003 Illinois Development Finance Authority, Hospital Authority Rev. (Adventist/Sunbelt Hospital), 5.65s, 2024 1,750 1,775,182 Illinois Health Facilities Authority Rev. (Centegra Health Systems), 5.25s, 2018 1,000 999,230 Indiana Health Facility Financing Authority Rev., Hospital Authority Rev. (Munster Medical Research Foundation, Inc.), 6.375s, 2031 3,990 4,042,109 Indiana Health Facility Financing Authority Rev., Hospital Authority Rev. (Riverview Hospital), 6.125s, 2031 1,000 1,017,580 Kentucky Economic Development Finance Authority, Health Systems Rev. (Norton Healthcare, Inc.), 6.5s, 2020 5,000 5,244,550 Knox County, TN, Health Educational Housing Facilities Board, Hospital Facilites Rev. (Baptist Health Systems), 6.5s, 2031 1,500 1,555,155 Lauderdale County & Florence, AL, Health Care Authority Rev. (Coffee Health Group), MBIA, 5.625s, 2021 3,000 3,279,030 Lufkin, TX, Health Facilities Rev. (Memorial Health System of East Texas), 6.875s, 2026 1,635 1,536,834 Lufkin, TX, Health Facilities Rev. (Memorial Health System of East Texas), 5.7s, 2028 995 796,816 Maryland Health & Education Facilities Authority Rev. (North Arundel Hospital), 6.5s, 2031 1,500 1,624,590 Massachusetts Health & Education Facilities Authority Rev. (Anna Jaques Hospital), 6.875s, 2012 340 344,719 Health Care Revenue - Hospitals - continued Massachusetts Health & Education Facilities Authority Rev. (Berkshire Health Systems), 6.25s, 2031 1,900 1,952,250 Massachusetts Health & Education Facilities Authority Rev. (Caritas Christi Obligation), 6.5s, 2012 600 629,694 Massachusetts Health & Education Facilities Authority Rev. (Caritas Christi Obligation), 5.7s, 2015 500 476,275 Massachusetts Health & Education Facilities Authority Rev. (Jordan Hospital), 5.25s, 2018 1,400 1,337,924 Massachusetts Health & Education Facilities Authority Rev. (Saints Memorial Medical Center), 6s, 2023 465 423,076 Metro Health Facilities Development Rev., TX (Wilson N. Jones Memorial Hospital), 7.2s, 2021 700 656,334 Metro Health Facilities Development Rev., TX (Wilson N. Jones Memorial Hospital), 7.25s, 2031 1,000 923,670 Miami Beach, FL, Health Facilities Rev. (Mount Sinai Medical Center), 6.7s, 2019 750 678,638 Mississippi Business Finance Corp., Health Facilities Rev. (Rush Medical Foundation, Inc.), 5.625s, 2023 905 822,889 Mississippi Hospital Equipment, Health Facilities Rev. (Rush Medical Foundation), 5.4s, 2007 405 418,928 Mount Lebanon, PA, Hospital Authority Rev. (St. Clair Memorial Hospital), 5.625s, 2032 435 435,265 Nassau County, NY, Industrial Development Agency, Civic Facilities Rev. (North Shore Health System), 5.625s, 2010 910 922,995 Nassau County, NY, Industrial Development Agency, Civic Facilities Rev. (North Shore Health System), 5.875s, 2011 670 683,808 New Hampshire Health & Education Facilities Authority Rev. (Covenant Health), 6.5s, 2017 1,000 1,111,270 New Hampshire Health & Education Facilities Authority Rev. (Littleton Hospital), 5.8s, 2018 1,000 836,500 New Hampshire Higher Educational & Health Facilities Authority, Hospital Rev. (Catholic Medical Center), 6.125s, 2032 1,000 1,004,230 New Jersey Health Care Facilities Financing Authority Rev. (St. Peter's University Hospital), 6.875s, 2030 3,000 3,213,360 New York City, NY, Health & Hospital Corp. Rev., 5.25s, 2017 700 722,379 Ohio County, WV, County Commission Health System Rev. (Ohio Valley Medical Center), 5.75s, 2013 850 731,612 Oklahoma Development Finance Authority Rev. (Comanche County Hospital), 6.6s, 2031 1,250 1,261,488 Rhode Island Health & Education Building Rev. (Lifespan Obligation Group), 6.375s, 2021 1,805 1,844,042 Rhode Island Health & Education Building Rev. (Lifespan Obligation Group), 6.5s, 2032 505 511,398 Royston, GA, Hospital Authority Rev. (Ty Cobb Healthcare Systems, Inc.), 6.375s, 2014 775 760,562 Russell, KY (Bon Secours Health System), 5.85s, 2005 3,000 3,330,420 Health Care Revenue - Hospitals - continued Salt Lake City, UT, Hospital Authority Rev. INFLOS (Intermountain Health Care), AMBAC, 12.1s, 2020(+) $ 600 $600,120 Scranton-Lackawanna, PA, Health & Welfare Authority Rev. (Allied Rehab Hospital), 7.125s, 2005 800 811,272 Shelby County, TN, Health Educational and Housing Facilities Board, Hospital Rev. (Methodist Healthcare), 6.25s, 2018 500 532,910 Shelby County, TN, Health Educational and Housing Facilities Board, Hospital Rev. (Methodist Healthcare), 6.375s, 2019 1,000 1,069,600 South Dakota Health & Education Facilities Authority Rev. (Prairie Lakes Health Care System), 5.625s, 2032 670 668,539 Southwestern, Il, Development Authority Rev. (Anderson Hospital), 5.625s, 2029 1,500 1,439,415 Springfield, TN, Health & Educational Facilities Rev. (Northcrest Medical Center), 5.25s, 2018 1,400 1,328,670 State of Arkansas, Development Finance Authority Rev. (Washington Regional Medical Center), 7.25s, 2020 500 536,635 Steubenville, OH, Hospital Authority Rev. (Trinity Health Center), 6.5s, 2030 1,300 1,382,186 Suffolk County, NY, Industrial Development Agency Rev. (Southampton Hospital), 7.25s, 2020 750 728,273 Suffolk County, NY, Industrial Development Agency Rev. (Southampton Hospital), 7.625s, 2030 750 750,127 Tallahassee, FL, Health Facilities Rev. (Tallahassee Memorial Healthcare), 6.25s, 2020 3,085 3,197,572 Tom Green County, TX, Health Facilities Rev. (Shannon Health System), 6.75s, 2021 1,250 1,305,525 Upper Illinois River Valley Development, Health Faciltiies Rev. (Morris Hospital), 6.625s, 2031 600 636,462 Valley, AL, Special Care Facilities Financing Authority Rev. (Lanier Memorial Hospital), 5.6s, 2016 600 551,994 Wapello County, IA, Hospital Authority Rev. (Ottumwa Regional Health Center), 6.375s, 2031 1,500 1,545,930 Weirton, WV, Municipal Hospital Building Commission Rev. (Weirton Hospital Medical Center), 6.375s, 2031 1,000 1,016,260 Welasco, TX, Health Facilities Rev. (Knapp Medical Center), 6.25s, 2032 1,000 1,021,060 West Plains, MO, Industrial Development Authority, Hospital Rev. (Ozarks Medical Center), 6.75s, 2024 170 173,182 West Shore Pennsylvania, Hospital Authority Rev. (Holy Spirit Hospital), 6.2s, 2026 1,250 1,275,288 Wichita, KS, Hospital Authority Rev. (Christi Heath System), 6.25s, 2020 1,500 1,630,590 Wisconsin Health & Educational Facilities Authority Rev. (Aurora Health Care, Inc.), MBIA, 5.25s, 2017 5,000 5,235,500 Health Care Revenue - Hospitals - continued Yonkers, NY, Industrial Development Agency, Civic Facilities Rev. (St. John's Riverside Hospital), 6.8s, 2016 $ 830 $863,997 Yonkers, NY, Industrial Development Agency, Civic Facilities Rev. (St. John's Riverside Hospital), 7.125s, 2031 490 502,122 ------------- $ 104,631,415 - ------------------------------------------------------------------------------------------------------------ Health Care Revenue - Long Term Care - 14.1% Abilene, TX, Health Facilities Development Co., Retirement Facilites Rev. (Sears Methodist Retirement), 7s, 2033 $ 345 $ 337,317 Alachua County, FL, Health Facilities Rev. (Beverly Enterprises, Inc.), 6.75s, 2004(++) 700 746,928 Baltimore County, MD, Nursing Facility Mortgage Rev. (Eastpoint Rehabilation & Nursing Center), 3s, 2028* 500 265,000 Bell County, TX, Health Facilities Development Rev. (Advanced Living Technology), 7.75s, 2006 250 233,675 Bell County, TX, Health Facilities Development Rev. (Advanced Living Technology), 8.125s, 2016 1,085 911,378 Bell County, TX, Health Facilities Development Rev. (Advanced Living Technology), 8.5s, 2026 2,405 1,951,441 Cambria County, PA, Industrial Development Authority Rev. (Beverly Enterprises, Inc.), 10s, 2012 520 593,533 Chester County, PA, Industrial Development Authority Rev. (First Mortgage RHA Nursing Home), 8.5s, 2032 605 577,860 Clarion County, PA, lndustrial Development Authority Rev. (Beverly Enterprises, Inc.), 7.5s, 2012 1,000 1,030,840 Colorado Health Facilities Authority Rev. (Covenant Retirement Communities, Inc.), 6.125s, 2033 1,000 1,009,470 Colorado Health Facilities Authority Rev. (Evangelical Lutheran Church), 6.9s, 2025 3,000 3,279,600 Colorado Health Facilities Authority Rev. (NBA Lifestyles of Colorado Springs), GNMA, 5.6s, 2021 1,025 1,085,403 Contra Costa County, CA, Residential Rental Facilities Rev. (Cypress Meadows), 7s, 2028* 1,840 1,470,031 Cumberland County, PA, Retirement Community Rev. (Wesley Affiliated Services), 7.25s, 2035 1,000 997,360 Franklin County, OH, Healthcare Facilities Rev. (Ohio Presbyterian Church), 7.125s, 2029 1,000 1,044,980 Goldsboro, NC, Housing Authority Rev. (North Carolina Housing Foundation, Inc.), 7.25s, 2029 390 344,206 Illinois Health Facilities Authority Rev. (Lutheran Senior Ministries), 7.375s, 2031 800 821,960 Indiana Health Facility Financing Authority Rev. (Metro Health/ Indiana, Inc.), 6.3s, 2023* 1,195 155,350 Iowa Finance Authority, Health Care Facilities Rev. (Care Initiatives Project), 5.75s, 2018 895 785,380 Iowa Finance Authority, Health Care Facilities Rev. (Care Initiatives Project), 9.25s, 2025 $ 1,700 $ 2,024,105 Jacksonville, FL, Health Care Facilities Rev. (National Benevolent-Cypress Village), 6.25s, 2026 1,245 1,029,354 Lenexa, KS, Health Care Facilities Rev. (Lakeview Village, Inc.), 6.25s, 2026 500 482,755 Lenexa, KS, Health Care Facilities Rev. (Lakeview Village, Inc.), 6.875s, 2032 500 505,235 Maine Health & Higher Educational Facilities Rev. (Piper Shores), 7.5s, 2019 825 839,891 Massachusetts Industrial Finance Agency Rev. (Metro Health Foundation, Inc.), 6.75s, 2027 1,500 1,384,890 Millbrae, CA, Residential Facilities Rev. (Magnolia of Millbrae), 7.375s, 2027 1,980 2,049,973 Mocksville, NC (Housing Foundation, Inc.), 7.25s, 2029 390 353,332 Montgomery County, PA, Higher Education & Health Authority Rev. (AHF/Montgomery), 10.5s, 2020 2,305 2,308,642 New Hampshire Business Finance Authority, Health Care Facilities Rev. (Metro Health Foundation, Inc.), 6.55s, 2028 765 701,237 New Jersey Economic Development Authority Rev. (Courthouse Convalescent Center), 8.7s, 2014 650 659,601 New Jersey Economic Development Authority Rev. (Wanaque Convalescent Center), 8.6s, 2011 1,000 1,011,620 New Jersey Health Care Facilities Financing Authority Rev. (Cherry Hill), 8s, 2027 1,000 875,650 Oklahoma Development Finance Authority Rev. (Continuing Care Retirement), 8s, 2032 1,250 1,217,813 Reedley, CA, Certificate of Participation (Mennonite Home), 7.5s, 2026 2,845 2,852,653 San Francisco, CA, Residential Facilities Rev. (Coventry Park), 8.5s, 2026* 2,000 1,330,000 Santa Fe, NM, Industrial Development Rev. (Casa Real Nursing Home), 9.75s, 2013 980 993,426 State of Hawaii, Department of Budget & Finance, Special Purpose Rev. (Kahala Nui Senior Living Community), 8s, 2033 500 498,925 Sterling, IL (Hoosier Care), 7.125s, 2034 730 621,690 Washington County, FL, Industrial Development Authority Rev. (Washington County), 10s, 2016 965 967,191 Waterford Township, MI, Economic Development Corp. Rev. (Canterbury Health), 6s, 2039 1,535 1,078,675 Wilkinsburg, PA, Municipal Authority Health Rev. (Monroeville Christian), 8.25s, 2027 995 977,050 ------------- $ 42,405,420 - ------------------------------------------------------------------------------------------------------------ Human Services - 4.0% Cheneyville, LA (Westside Habilitation Center), 8.375s, 2013 $ 1,810 $ 1,873,259 Greenville County, SC (Chestnut Hill Mental Health), 8s, 2015 2,490 1,874,248 Iowa Finance Authority, Community Provider (Boys & Girls Home), 6.25s, 2028 500 463,880 Lehigh County, PA, General Purpose Authority (Kidspeace Obligation Group), 6s, 2023 3,000 2,820,690 New York City, NY, Industrial Development Agency, Civic Facilities Rev. (A Very Special Place, Inc.), 5.75s, 2029 1,000 845,210 New York City, NY, Industrial Development Agency, Civic Facilities Rev. (Special Needs Facilities), 6.5s, 2017 1,030 1,049,014 Orange County, FL, Health Facilities Authority Rev. (First Mortgage Healthcare Facilities), 8.75s, 2011 690 705,049 Orange County, FL, Health Facilities Authority Rev. (First Mortgage Healthcare Facilities), 9s, 2031 1,000 1,025,390 Osceola County, FL, Industrial Development Rev. (Community Provider Pooled Loan), 7.75s, 2017 1,300 1,326,286 ------------- $ 11,983,026 - ------------------------------------------------------------------------------------------------------------ Industrial Revenue - Airlines - 2.1% Cleveland, OH, Special Facilities Rev. (Continental Airlines, Inc.), 5.375s, 2027* $ 500 $ 221,340 Dallas-Fort Worth, TX, International Airport Facility Improvement Corp. Rev. (AMR Corp.), 5.95s, 2029 460 274,850 Hillsborough County, FL, Aviation Authority Rev., 8.6s, 2022* 400 170,452 Indianapolis, IN, Airport Authority Rev. (UAL Corp.), 6.5s, 2031 700 248,535 Kenton County, KY, Airport Authority Rev. (Delta AirLines, Inc.), 7.5s, 2012 1,000 807,500 Los Angeles, CA, Regional Airport Lease Rev. (AMR Corp.), 7.5s, 2024 500 338,770 New Jersey Economic Development Authority, Special Facilities Rev. (Continental Airlines, Inc.), 6.4s, 2023 960 679,239 New Jersey Economic Development Authority, Special Facilities Rev. (Continental Airlines, Inc.), 7.2s, 2030 1,595 1,032,906 Port Seattle, WA, Special Facilities Rev. (Northwest Airlines Corp.), 7.25s, 2030 1,000 647,560 State of Hawaii, Special Facilities Rev. (Continental Airlines, Inc.), 7s, 2020 655 389,633 Tulsa, OK, Municipal Airport Trust Rev. (AMR Corp.), 6s, 2035 2,500 1,345,425 ------------- $ 6,156,210 - ------------------------------------------------------------------------------------------------------------ Industrial Revenue - Chemicals - 2.2% Michigan State Strategic Fund Limited Rev. (Dow Chemical Co.), 4.6s, 2014 $ 1,500 $ 1,526,790 Red River Authority of Texas, Pollution Control Rev. (CNA Holdings, Inc.), 6.7s, 2030 2,125 2,218,840 Sweetwater County, WY, Solid Waste Disposal Rev. (FMC Corp.), 7s, 2024 3,000 2,714,430 ------------- $ 6,460,060 - ------------------------------------------------------------------------------------------------------------ Industrial Revenue - Environmental Services - 5.3% California Pollution Control Financing Authority, Solid Waste Disposal Rev. (Browning Ferris, Inc.), 5.8s, 2016 $ 1,000 $ 931,530 California Statewide Communities, Solid Waste Disposal Rev. (Republic Services, Inc.), 4.95s, 2012 1,000 1,001,250 Delaware County, PA, Resources Recovery Facility Rev., 6.1s, 2005 2,000 2,054,860 Delaware County, PA, Resources Recovery Facility Rev., 6.5s, 2008 1,600 1,686,976 Gloucester County, NJ, Solid Waste Resources Recovery Rev. (Waste Management, Inc.), 6.85s, 2029 850 931,506 Henrico County, VA, Industrial Development Authority Rev. (Browning Ferris Co.), 5.45s, 2014 750 694,170 Illinois Development Finance Authority, Solid Waste Disposal Rev. (Waste Management, Inc.), 5.85s, 2007 4,500 4,725,495 Nevada Department of Business (Republic Services, Inc.), 5.625s, 2026 750 763,013 New Morgan, PA, Industrial Development Authority Rev. (Browning Ferris Co.), 6.5s, 2019 1,000 960,080 New York Environmental Facilities Corp., Solid Waste Disposal Rev. (Waste Management Project), 4s, 2012 2,000 2,020,900 ------------- $ 15,769,780 - ------------------------------------------------------------------------------------------------------------ Industrial Revenue - Other - 7.0% Cuyahoga County, OH, Industrial Development Rev. (Joy Technologies, Inc.), 8.75s, 2007 $ 1,300 $ 1,315,977 Gulf Coast, TX, Industrial Development Rev. (Valero Energy Co.), 5.6s, 2031 1,750 1,572,480 Gulf Coast, TX, Waste Disposal Rev. (Valero Energy Corp.), 6.65s, 2032 1,000 1,010,810 Hardeman County, TN, Correctional Facilities Rev., 7.75s, 2017 2,220 2,236,916 Hernando County, FL, Water & Sewer Rev. (Florida Crushed Stone Co.), 8.5s, 2014 3,600 3,750,840 Mesa County, CO, Industrial Development Rev. (Joy Technologies, Inc.), 8.5s, 2006 1,200 1,215,252 New Jersey Economic Development Authority, Economic Development Rev. (Holt Hauling & Warehousing), 8.4s, 2015*+ 1,000 590,000 New Jersey Economic Development Authority, Economic Development Rev. (Holt Hauling & Warehousing), 8.6s, 2017*+ 1,000 590,000 Pennsylvania Economic Development Financing Authority, Financing Authority Facilities Rev. (Amtrak), 6.25s, 2031 $ 2,000 $ 1,748,880 Pennsylvania Economic Development Financing Authority, Wastewater Treatment Rev. (Sunoco, Inc.), 7.6s, 2024 750 796,260 Philadelphia, PA, Industrial Development Authority Rev. (Host Marriott LP), 7.75s, 2017 3,255 3,306,169 Port of New Orleans, LA, Industrial Development Authority Rev. (Avondale Industries), 8.25s, 2004 315 326,913 Port of New Orleans, LA, Industrial Development Authority Rev. (Avondale Industries), 8.5s, 2014 1,545 1,692,919 State of Ohio, Air Quality Development, Authority Rev. (U.S. Steel Corp.), 5s, 2015 575 578,306 Tooele County, UT, Hazardous Waste Treatment Rev. (Union Pacific Corp.), 5.7s, 2026 385 385,104 ------------- $ 21,116,826 - ------------------------------------------------------------------------------------------------------------ Industrial Revenue - Paper - 8.8% Beauregard Parish, LA (Boise Cascade Corp.), 6.8s, 2027 $ 1,000 $ 990,350 Bedford County, VA, Industrial Development Authority Rev. (Nekoosa Packaging), 6.55s, 2025 1,000 771,940 Butler, AL, Solid Waste Disposal Rev. (James River Corp.), 8s, 2028 500 464,040 Columbus County, NC, Industrial Facilities & Pollution Control Rev. (International Paper Co.), 6.15s, 2021 5,000 5,086,150 Courtland, AL, Solid Waste Disposal Rev. (Champion International Corp.), 6.375s, 2029 2,000 2,018,040 Delta County, MI, Economic Development Corp., Environmental Improvements Rev. (Mead Westvaco Escanaba), 6.45s, 2023 500 508,240 Delta County, MI, Economic Development Corp., Environmental Improvements Rev. (Mead Westvaco Escanaba), 6.25s, 2027 1,000 1,012,490 Effingham County, GA, Development Authority, Solid Waste Disposal Rev. (Fort James), 5.625s, 2018 850 642,872 Hodge Village, LA, Utilities Rev. (Stone Container Corp.), 9s, 2010 5,345 5,394,334 Isle Wight County, VA, Industrial Development Rev. (Union Camp), 6.55s, 2024 4,000 4,086,360 Lowndes County, MS, Solid Waste Disposal & Pollution Control Rev. (Weyerhauser Co.), 6.8s, 2022 2,000 2,308,420 Navajo County, AZ, Industrial Development Authority Rev. (Stone Container Corp.), 7.2s, 2027 880 841,905 Onondaga County, NY, Industrial Development Authority Rev., Solid Waste Disposal Rev. (Solvay Paperboard LLC), 6.8s, 2014 1,000 1,039,070 West Point, VA, Solid Waste Disposal Rev. (Chesapeake Corp.), 6.25s, 2019 1,750 1,393,350 ------------- $ 26,557,561 - ------------------------------------------------------------------------------------------------------------ Industrial Revenue - Metals - 0.3% Indiana Development Finance Authority Rev. (Inland Steel), 5.75s, 2011 $ 1,000 $ 370,000 Mobile County, AL, Industrial Development Authority Rev. (Ipsco, Inc.), 6.875s, 2030 650 668,499 Ohio Solid Waste Rev. (Republic Engineered Steels, Inc.), 8.25s, 2014* 3,000 150 Ohio Solid Waste Rev. (Republic Engineered Steels, Inc.), 9s, 2021* 3,000 150 ------------- $ 1,038,799 - ------------------------------------------------------------------------------------------------------------ Industrial Revenue - Retail - 0.7% Monongalia County, WV, Commercial Development Rev. (The Kroger Co.), 7.7s, 2012 $ 2,000 $ 2,030,560 - ------------------------------------------------------------------------------------------------------------ Miscellaneous Revenue - Entertainment & Tourism - 0.9% Mississippi Development Bank, Special Obligation (Diamond Lakes Utilities), 6.25s, 2017 $ 1,000 $ 1,005,460 Nevada Department of Business & Industry Rev. (Las Vegas Monorail), 7.375s, 2040 1,765 1,777,390 ------------- $ 2,782,850 - ------------------------------------------------------------------------------------------------------------ Miscellaneous Revenue - Other - 2.5% Austin, TX, Convention Center (Convention Enterprises, Inc.), 6.6s, 2021 $ 400 $ 418,764 Austin, TX, Convention Center (Convention Enterprises, Inc.), 6.7s, 2028 600 627,288 California State Department Water Resources, Power Supply Rev., 5.75s, 2017 1,250 1,381,050 Capital Trust Agency of Florida Rev. (Seminole Tribe Convention), 10, 2033 3,500 3,608,465 Rockbridge County, VA, Industrial Development Authority Rev. (Virginia Horse Center), 6.85s, 2021 700 706,013 Southwestern Illinois Development Authority Rev., Solid Waste Disposal Rev., 5.9s, 2014 395 400,901 St. Louis County, MO, Industrial Development Authority Rev. (Kiel Center Arena), 7.875s, 2024 300 304,956 ------------- $ 7,447,437 - ------------------------------------------------------------------------------------------------------------ Multi-Family Housing Revenue - 3.5% Alexandria, VA, Multi-Family Housing Rev. (Park at Landmark), 8.75s, 2029 $ 500 $ 512,940 Austin, TX, Multi-Family Housing Rev. (Woodland Heights Apartments), 10s, 2027* 955 190,542 Bexar County, TX, Multi-Family Housing Rev. (American Opportunity Housing), MBIA, 5.7s, 2021 1,250 1,316,275 Dallas-Fort Worth, TX, Housing Corp., 8.5s, 2011 970 974,772 Eaglebend, CO, Multi-Family Housing Rev. (Housing Project), 6.4s, 2017 $ 1,000 $1,002,910 Florida Multi-Family Housing Finance Agency Rev. (Center Court Apartments), 8.5s, 2018 930 912,795 Memphis, TN, Health & Educational Facilities Board Rev. (Wesley Highland Terrace), 8.5s, 2024 115 116,212 Metropolitan Government of Nashville & Davidson County, TN, Health & Educational Facilities Board Rev. (Berkshire Place), GNMA, 6s, 2023 500 523,050 Munimae TE Bond Subsidiary LLC, 6.875s, 2009# 2,000 2,187,880 Ridgeland, MS, Urban Renewal, Multi-Family Housing Rev. (Northbrook I & III Apartments), 6.15s, 2019* 280 194,773 Ridgeland, MS, Urban Renewal, Multi-Family Housing Rev. (Northbrook I & III Apartments), 6.25s, 2029* 475 329,674 San Bernardino County, CA, Housing Authority Rev. (Equity Residential Redlands), 5.2s, 2029 2,000 2,142,320 ------------- $ 10,404,143 - ------------------------------------------------------------------------------------------------------------ Single Family Housing Revenue - Local - 2.1% Cook County, IL, Single Family Mortgage Rev., 0s, 2015 $ 145 $ 38,554 Corpus Christi, TX, Housing Finance Authority Rev., MBIA, 0s, 2011 3,000 1,347,330 Dallas, TX, Housing Finance Authority Rev., MBIA, 0s, 2016 5,610 1,413,832 Jefferson Parish, LA, Home Mortgage Authority Rev., GNMA, 6.625s, 2023 600 673,842 Jefferson Parish, LA, Home Mortgage Authority Rev., GNMA, 6.3s, 2032 1,685 1,816,868 Reno County, KS, Single Family Mortgage Rev., AMBAC, 0s, 2014 75 20,519 Sedgwick & Shawnee Counties, KS, Single Family Housing Rev., GNMA, 6.45s, 2029 1,035 1,137,362 ------------- $ 6,448,307 - ------------------------------------------------------------------------------------------------------------ Single Family Housing Revenue - State - 4.7% Colorado Housing & Finance Authority Rev., 7.15s, 2014 $ 28 $ 29,028 Colorado Housing & Finance Authority Rev., 5.9s, 2023 500 536,140 Colorado Housing & Finance Authority Rev., 6.9s, 2029 1,340 1,452,613 Colorado Housing & Finance Authority Rev., 6.6s, 2032 440 480,775 Colorado Housing & Finance Authority Rev., 6.375s, 2033 200 227,762 Georgia Housing & Finance Authority Rev., 5.65s, 2021 2,490 2,602,050 Louisiana Housing Finance Authority Rev., Single Family Mortgage Rev., GNMA, 6.4s, 2032 470 501,875 Minnesota State Housing Finance Agency, Residential Housing Finance Rev., 4.8s, 2023 345 359,224 Missouri Housing Development Commission, Single Family Mortgage Rev., 6.35s, 2032 1,060 1,136,225 Missouri Housing Development Commission, Single Family Mortgage Rev. (Homeownership Program), GNMA, 6.85s, 2032 470 528,872 Nebraska Investment Finance Authority Rev., 0s, 2015 $12,575 $3,981,497 Nebraska Investment Finance Authority Rev., 6.25s, 2021 1,745 1,830,278 New Hampshire Housing Finance Authority Rev., 5.875s, 2030 395 419,830 ------------- $ 14,086,169 - ------------------------------------------------------------------------------------------------------------ Solid Waste Revenue - 1.1% Massachusetts Development Finance Agency Rev., Resources Recovery Rev. (Ogden Haverhill), 6.7s, 2014 $ 725 $ 750,868 Massachusetts Industrial Finance Agency Rev., Resouces Recovery Rev. (Ogden Haverhill), 5.6s, 2019 2,850 2,647,650 ------------- $ 3,398,518 - ------------------------------------------------------------------------------------------------------------ Special Assessment District - 2.3% Capital Region Community Development District of Florida, Capital Improvement Rev., 5.95s, 2006 $ 695 $ 704,271 Chicago, IL, Tax Increment Rev. (Ryan Garfield), 10.125s, 2007 930 939,337 Denver, CO, Urban Renewal Tax (Downtown Denver), 8.5s, 2003(++) 381 393,253 Heritage Isles, FL, Community Development District, Special Assement Rev., 5.75s, 2005 240 239,868 Katy, TX, Development Authority Rev., 5.8s, 2011 945 965,374 Katy, TX, Development Authority Rev., 6s, 2018 1,325 1,339,072 Markham, IL, Tax Increment Rev., 9s, 2012 1,130 1,146,950 Panther Trace, FL, Development District Rev., 5.4s, 2008 775 769,428 Reunion East Community Development District of Florida, 5.9s, 2007 425 429,267 ------------- $ 6,926,820 - ------------------------------------------------------------------------------------------------------------ State and Local Appropriation - 1.9% Chicago, IL, Public Building Commission, Building Rev., RITES, 8.399s, 2016+(+) $ 1,300 $ 1,672,736 Chicago, IL, Public Building Commission, Building Rev., RITES, 8.399s, 2017+(+) 1,050 1,340,073 College Park, GA (Civic Center), AMBAC, 5.75s, 2020 1,000 1,143,730 Houston, TX, Certificate of Participation, 6.3s, 2020 815 901,561 West Virginia Parkways Authority, Economic Development & Tourism Authority Rev. RIBS, FGIC, 10.212s, 2003(+),(++) 210 219,059 West Virginia Parkways Authority, Economic Development & Tourism Authority Rev. RIBS, FGIC, 10.212s, 2019(+) 390 404,450 ------------- $ 5,681,609 - ------------------------------------------------------------------------------------------------------------ Student Loan Revenue - 0.5% Access To Loans For Learning, California Student Loan Rev., 7.95s, 2030 $ 650 $ 676,572 Arizona Student Loan Acquisition Authority, Student Loan Rev., 7.625s, 2010 750 786,248 ------------- $ 1,462,820 - ------------------------------------------------------------------------------------------------------------ Tax-Other - 1.3% Black Hawk, CO, Device Tax Rev., 5.625s, 2021 $ 250 $ 237,713 Dade County, FL, Special Obligation Rev., AMBAC, 0s, 2008(++) 15,080 2,885,256 Virgin Islands Public Finance Authority Rev., 6s, 2006 250 271,230 Virgin Islands Public Finance Authority Rev., 5.875s, 2018 500 512,460 ------------- $ 3,906,659 - ------------------------------------------------------------------------------------------------------------ Tax - Sales - 2.5% Port Authority, NY, Special Obligation Rev. (JFK International Air Terminal), MBIA, 5.75s, 2022 $ 7,000 $ 7,633,570 - ------------------------------------------------------------------------------------------------------------ Tobacco - 3.9% Badger Tobacco Wisconsin (Asset Securitization Corp.), 6.125s, 2027 $ 3,000 $ 2,708,700 California Statewide Financing Authority, Tobacco Settlement, 5.625s, 2029 2,000 1,621,060 District of Columbia, Tobacco Settlement, 6.25s, 2024 1,310 1,187,659 Iowa Tobacco Settlement Authority, Tobacco Settlement, 5.3s, 2025 2,000 1,500,160 Louisiana Tobacco Settlement Authority, 5.5s, 2030 1,300 1,049,828 New Jersey Tobacco Settlement Authority, 5.75s, 2032 700 598,654 Rhode Island Tobacco Settlement Authority, 6s, 2023 1,000 896,680 South Carolina Tobacco Settlement Authority, 6.375s, 2028 1,000 867,440 Southern California Tobacco Settlement Authority, 5.25s, 2027 1,435 1,378,318 ------------- $ 11,808,499 - ------------------------------------------------------------------------------------------------------------ Toll Roads - 1.3% Arapahoe County, CO, Capital Improvement, Highway Rev., 0s, 2005(++) $ 1,000 $ 468,520 Niagara Falls, NY, Bridge Commission, Toll Rev., RITES, FGIC, 8.922s, 2015+(+) 1,500 1,916,880 Pocahontas Parkway Assn., VA, Toll Road Rev., 0s, 2011 1,000 414,140 Pocahontas Parkway Assn., VA, Toll Road Rev., 0s, 2012 1,000 372,310 Pocahontas Parkway Assn., VA, Toll Road Rev., 0s, 2015 1,750 584,658 ------------- $ 3,756,508 - ------------------------------------------------------------------------------------------------------------ Transportation -Special Tax - 3.5% Missouri Highways & Transport Commission, State Road Rev., 5.625s, 2018 $ 4,500 $ 5,005,170 Telluride, CO (Gondola Transit Co.), 9s, 2006(++) 825 993,333 Telluride, CO, Real Estate Transfer Assessment Rev. (Gondola Transit Co.), 11.5s, 2012(++) 2,475 3,878,226 Telluride, CO, Real Estate Transfer Assessment Rev. (Gondola Transit Co.), 11.5s, 2012 425 615,298 ------------- $ 10,492,027 - ------------------------------------------------------------------------------------------------------------ Universities - Colleges - 3.6% Houston, TX, Community College Systems, MBIA, 7.875s, 2025 $ 2,500 $ 3,208,225 Illinois Educational Facilities Authority Rev. (Augustana College), 5.625s, 2022 400 408,416 Islip, NY, Community Development Agency Rev. (New York Institute of Technology), 7.5s, 2006(++) 2,500 2,950,850 Louisiana State University, Agricultural & Mechanical College Board (Health Sciences Center), MBIA, 6.375s, 2031 2,500 2,887,950 Savannah, GA, Economic Development Authority, Rev. (College of Art & Design, Inc.), 6.5s, 2013 625 688,125 State of Massachusetts, Development Finance Agency Rev. (Eastern Nazarene College), 5.625s, 2029 750 572,460 ------------- $ 10,716,026 - ------------------------------------------------------------------------------------------------------------ Universities - Dormatories - 0.7% Illinois Educational Facilities Authority Rev. (Educational Advancement Fund University Center), 6.25s, 2034 $ 2,000 $ 2,006,960 - ------------------------------------------------------------------------------------------------------------ Universities - Secondary Schools - 1.8% California Statewide Communities, Development Authority Rev. (Escondido Charter High School), 7.5s, 2023 $ 600 $ 606,990 California Statewide Community Development Authority (Aspire Public Schools Lodi Project), 7.25s, 2032 1,250 1,255,862 California Statewide Community Development Authority (Escondido Charter High School), 7.5s, 2036 1,000 1,011,650 Michigan Municipal Bond Authority Rev. (Detroit Academy of Arts & Science), 8s, 2031 1,000 1,063,400 Michigan Municipal Bond Authority Rev. (YMCA Service Learning Acadamy), 7.625s, 2021 1,000 1,033,400 Pima County, AZ, Industrial Development Authority Rev. (Arizona Charter Schools), 6.75s, 2031 500 500,555 ------------- $ 5,471,857 - ------------------------------------------------------------------------------------------------------------ Utilities - Cogeneration - 3.7% Alaska Industrial Development & Export Authority, Power Rev. (Upper Lynn Canal Regulatory Power), 5.8s, 2018 $ 830 $ 714,240 Carbon County, PA, Industrial Development Authority Rev. (Panther Creek Partners), 6.65s, 2010 2,845 2,947,107 Klamath Falls, OR, Electric Rev. (Klamath Cogeneration), 6s, 2025 2,500 2,297,650 Mecklenburg County, VA, Industrial Development Authority Rev. (UAE Mecklenburg, LP), 6.5s, 2017 800 800,752 Pennsylvania Economic Development Financing Authority Rev., Resources Recovery Rev. (Northampton Generating), 6.4s, 2009 350 355,838 Pennsylvania Economic Development Financing Authority Rev., Resources Recovery Rev. (Northampton Generating), 6.5s, 2013 1,000 1,012,250 Pittsylvania County, VA, Industrial Development Authority Rev. (Multi-trade of Pittsylvania), 7.5s, 2014 3,000 3,053,010 ------------- $ 11,180,847 - ------------------------------------------------------------------------------------------------------------ Utilities - Investor Owned - 11.8% Brazos River Authority, TX (Reliant Energy, Inc.), 5.375s, 2019 $ 500 $ 413,950 Brazos River Authority, TX (Reliant Energy, Inc.), AMBAC, 5.125s, 2020 2,000 2,072,360 Brazos River Authority, TX, Pollution Control Rev. (Texas Utility Co.), 7.7s, 2033 575 603,853 Calcasieu Parish, LA, Industrial Development Board, Pollution Control Rev. (Entergy Gulf States, Inc.), 5.45s, 2010 1,250 1,253,575 California Pollution Control Financing Authority, Pollution Control Rev. (Pacific Gas & Electric Co.), MBIA, 5.35s, 2016 1,000 1,089,790 California Pollution Control Financing Authority, Pollution Control Rev. (Pacific Gas & Electric Co.), 5.85s, 2023 1,000 963,830 California Pollution Control Financing Authority, Pollution Control Rev. (Southern California Edison Co.), 6.4s, 2024 1,000 995,310 Connecticut Development Authority, Pollution Control Rev. (Connecticut Light & Power Co.), 5.85s, 2028 2,000 2,093,500 Connecticut Development Authority, Pollution Control Rev. (Connecticut Light & Power Co.), 5.95s, 2028 2,270 2,357,032 Farmington, NM, Pollution Control Rev. (Connecticut Light & Power Co.), 5.8s, 2022 2,700 2,671,677 Farmington, NM, Pollution Control Rev. (San Juan Public Services Co.), 6.3s, 2016 2,195 2,238,922 Matagorda County, TX, Pollution Control Rev. (Central Power & Light Co.), 4.55s, 2029 2,000 2,006,380 Matagorda County, TX, Pollution Control Rev. (Reliant Energy), 5.95s, 2030 2,085 1,739,224 New Hampshire Business Finance Authority, Pollution Control Rev. (Public Service of New Hampshire), 6s, 2021 1,000 1,023,310 Ohio Air Quality Development Authority Rev. (Cleveland Electric), 6s, 2020 3,000 3,061,470 Ohio Water Development, Pollution Control Rev. (Cleveland Electric), 8s, 2023 2,500 2,668,600 Pima County, AZ, Industrial Development Authority Rev. (Tucson Electric Power Co.), 6.1s, 2025 650 600,632 Pima County, AZ, Industrial Development Authority Rev. (Tucson Electric Power Co.), 6s, 2029 3,385 3,108,344 Port Morrow, OR, Pollution Control Rev. (Portland General Electric), 5.2s, 2033 550 550,303 Sabine River Authority, TX, Pollution Control Rev. (TXU Electric Co.), 5.75s, 2030 1,000 970,380 West Feliciana Parish, LA, Pollution Control Rev. (Gulf States Utilities Co.), 7.7s, 2014 550 559,867 West Feliciana Parish, LA, Pollution Control Rev. (Gulf States Utilities Co.), 5.8s, 2015 1,500 1,473,840 West Feliciana Parish, LA, Pollution Control Rev. (Gulf States Utilities Co.), 5.8s, 2016 1,000 982,290 ------------- $ 35,498,439 - ------------------------------------------------------------------------------------------------------------ Utilities - Municipal Owned - 2.7% North Carolina Eastern Municipal Power Agency, Power Systems Rev., 5.55s, 2014 $ 2,150 $ 2,272,034 North Carolina Municipal Power Agency, Catawba Electric Rev., 6.5s, 2020 2,000 2,194,100 Seattle, WA, Municipal Light & Power Rev., 5.625s, 2017 3,000 3,340,950 Southern California Public Power Authority, Transmission Project Rev. RIBS, 10.093s, 2012(+) 100 103,507 Sullivan, IN, Pollution Control Rev. (Indiana - Michigan Power Co.), 5.95s, 2009 250 258,230 ------------- $ 8,168,821 - ------------------------------------------------------------------------------------------------------------ Water and Sewer Utility Revenue - 3.3% Detroit, MI, Sewer Disposal Rev. INFLOS, FGIC, 10.052s, 2003(+), (++) $ 1,900 $ 1,994,506 Detroit, MI, Sewer Disposal Rev. INFLOS, FGIC, 10.052s, 2023(+) 600 628,434 Harrisburg, PA, Authority Water Rev. CARS, FGIC, 10.37s, 2015(+) 2,000 2,096,920 New York City, NY, Municipal Water Finance Authority, Water & Sewer Systems Rev., 5.5s, 2033 5,000 5,319,650 ------------- $ 10,039,510 - ------------------------------------------------------------------------------------------------------------ Total Municipal Bonds (Identified Cost, $428,909,540) $ 428,896,169 - ------------------------------------------------------------------------------------------------------------ Floating Rate Demand Notes - 1.8% - ------------------------------------------------------------------------------------------------------------ PRINCIPAL AMOUNT ISSUER (000 OMITTED) VALUE - ------------------------------------------------------------------------------------------------------------ Illinois Health Facilities Authority Rev. (University of Chicago Hospital), due 05/01/03 $ 200 $ 200,000 New Castle, PA (Jameson Memorial Hospital), due 05/07/03 500 500,000 New York City, NY, due 05/01/03 900 900,000 New York City, NY, Municipal Water & Sewer Finance Authority Rev., due 05/01/03 100 100,000 Oregon State, due 05/07/03 300 300,000 Pinellas County, FL, Health Facility Authority, due 05/01/03 300 300,000 Sevier County, TN, Public Building Authority, due 05/01/03 75 75,000 Sevier County, TN, Public Building Authority, due 05/07/03 50 50,000 Uinta County, WY, Pollution Control Rev. (Chevron USA, Inc.), due 05/01/03 300 300,000 - ------------------------------------------------------------------------------------------------------------ Total Floating Rate Demand Notes, at Identified Cost $ 5,425,000 - ------------------------------------------------------------------------------------------------------------ Total Investments (Identified Cost, $434,334,540) $ 434,321,169 - ------------------------------------------------------------------------------------------------------------ Other Assets, Less Liabilities - 2.0% $ 6,130,720 - ------------------------------------------------------------------------------------------------------------ Preferred Shares - (46.6)% $(140,016,196) - ------------------------------------------------------------------------------------------------------------ Net Assets Applicable to Common Shares - 100.0% $ 300,435,693 - ------------------------------------------------------------------------------------------------------------ *Non-income producing security in default. #SEC Rule 144A restriction. +Restricted and illiquid security. (+)Inverse floating rate security. (++)Refunded bonds. The following abbreviations for insurors and inverse floaters are used in the Portfolio of Investments and are defined: Insurors Inverse Floaters - -------- ---------------- AMBAC = AMBAC Indemnity Corp. CARs = Complementary Auction Rate Securities FGIC = Financial Guaranty Insurance Co. INFLOS = Inverse Floating Rate Securities FSA = Financial Security Assurance, Inc. RIBS = Residual Interest Bonds GNMA = Government National Mortgage Assn. RITES = Residual Interest Tax-Exempt MBIA = Municipal Bond Investors Corp. Securities. RADIAN = Radian Guaranty, Inc. See notes to financial statements. FINANCIAL STATEMENTS Statement of Assets and Liabilities (Unaudited) - ------------------------------------------------------------------------------------------------- APRIL 30, 2003 - ------------------------------------------------------------------------------------------------- Assets: Investments, at value (identified cost, $434,334,540) $434,321,169 Cash 39,067 Receivable for investments sold 736,423 Interest receivable 8,267,822 Other assets 2,180 ------------ Total assets $443,366,661 ------------ Liabilities: Distributions payable on common shares $ 161,107 Payable for investments purchased 550,000 Unrealized depreciation on rate lock swaps 1,835,366 Payable to affiliates - Management fee 9,766 Transfer and dividend disbursing agent fee 5,806 Administrative fee 144 Accrued expenses and other liabilities 352,583 ------------ Total liabilities $ 2,914,772 ------------ Series T and Series TH auction preferred shares (5,600 shares issued and outstanding at $25,000 per share), at liquidation value plus cumulative unpaid dividends $140,016,196 ------------ Net assets applicable to common shares $300,435,693 ------------ Net assets consist of: Paid-in capital - common shares $340,772,231 Unrealized depreciation on investments (1,848,737) Accumulated net realized loss on investments (43,758,105) Accumulated undistributed net investment income 5,270,304 ------------ Net assets applicable to common shares $300,435,693 ------------ Preferred shares, at value (5,600 shares issued and outstanding at $25,000 per share) $140,000,000 ------------ Net Assets Including Preferred Shares $440,435,693 ------------ Common shares of beneficial interest outstanding (39,724,784 shares issued less 55,500 treasury shares) 39,669,284 ------------ Net asset value per common shares (net assets applicable to common shares / common shares of beneficial interest outstanding) $7.57 ----- See notes to financial statements. FINANCIAL STATEMENTS -- continued Statement of Operations (Unaudited) - --------------------------------------------------------------------------------------------------- SIX MONTHS ENDED APRIL 30, 2003 - --------------------------------------------------------------------------------------------------- Net investment income: Interest income $14,431,699 ----------- Expenses - Management fee $ 1,771,395 Trustees' compensation 23,562 Administrative fee 17,312 Transfer and dividend disbursing agent fee 33,979 Preferred shares remarketing agent fee 173,760 Custodian fees 3,324 Printing 5,510 Postage 10,733 Auditing fees 45,005 Legal fees 3,324 Miscellaneous 222,055 ----------- Total expenses $ 2,370,325 Fees paid indirectly (3,792) ----------- Net expenses $ 2,366,533 ----------- Net investment income $12,065,166 ----------- Realized and unrealized gain (loss) on investments: Realized gain (loss) (identified cost basis) - Investment transactions $(5,307,532) Swap transactions (2,214,000) ----------- Net realized loss on investments $(7,521,532) ----------- Change in unrealized appreciation (depreciation) - Investments $ 6,384,292 Swap transactions (1,189,718) ----------- Net unrealized gain on investments $ 5,194,574 ----------- Net realized and unrealized loss on investments $(2,326,958) ----------- Distributions declared on preferred shares $(817,196) ----------- Increase in net assets from operations $ 8,921,012 ----------- See notes to financial statements. FINANCIAL STATEMENTS -- continued Statement of Changes in Net Assets - ------------------------------------------------------------------------------------------------------------ SIX MONTHS ENDED APRIL 30, 2003 YEAR ENDED (UNAUDITED) OCTOBER 31, 2002 - ------------------------------------------------------------------------------------------------------------ Increase (decrease) in net assets: From operations - Net investment income $ 12,065,166 $ 25,397,525 Net realized loss on investments (7,521,532) (3,151,639) Net realized gain (loss) on investments 5,194,574 (11,896,214) Distributions declared on preferred shares from net investment income (817,196) (2,083,504) ------------ ------------ Increase in net assets from operations $ 8,921,012 $ 8,266,168 ------------ ------------ Distributions declared to shareholders from net investment income $(10,496,341) $(20,890,555) ------------ ------------ Trust share (principal) transactions - Net asset value of shares issued to common shareholders in reinvestment of distributions $ 1,292 $ 1,637,649 ------------ ------------ Total decrease in net assets $ (1,574,037) $(10,986,738) Net assets applicable to common shares: At beginning of period 302,009,730 312,996,468 ------------ ------------ At end of period (including accumulated undistributed net investment income of $5,270,304 and $4,518,675, respectively) $300,435,693 $302,009,730 ------------ ------------ See notes to financial statements. FINANCIAL STATEMENTS -- continued Financial Highlights - ------------------------------------------------------------------------------------------------------------------------------- YEAR ENDED OCTOBER 31, SIX MONTHS ENDED ---------------------------------------------------------------- APRIL 30, 2003 2002 2001 2000 1999 1998 (UNAUDITED) - ------------------------------------------------------------------------------------------------------------------------------- Per share data (for a share outstanding throughout each period): Net asset value - beginning of period $ 7.61 $ 7.93 $ 7.79 $ 7.96 $ 8.55 $ 8.51 ------ ------ ------ ------ ------ ------ Income from investment operations#(S) - Net investment income $ 0.30 $ 0.64 $ 0.64 $ 0.53 $ 0.54 $ 0.57 Net realized and unrealized gain (loss) on investments (0.06) (0.38) 0.18 (0.17) (0.60) 0.05 Distributions declared to shareholders on preferred shares (0.02) (0.05) (0.10) -- -- -- ------ ------ ------ ------ ------ ------ Total from investment operations $ 0.22 $ 0.21 $ 0.72 $ 0.36 $(0.06) $ 0.62 ------ ------ ------ ------ ------ ------ Distributions declared to shareholders from net investment income - Common shares $(0.26) $(0.53) $(0.53) $(0.53) $(0.53) $(0.58) ------ ------ ------ ------ ------ ------ Preferred shares offering cost charged to paid-in capital $ -- $ -- $(0.05) $ -- $ -- $ -- ------ ------ ------ ------ ------ ------ Net asset value - end of period $ 7.57 $ 7.61 $ 7.93 $ 7.79 $ 7.96 $ 8.55 ------ ------ ------ ------ ------ ------ Common share market value - end of period $ 7.50 $ 7.15 $ 7.83 $ 7.38 $ 7.13 $ 9.19 ------ ------ ------ ------ ------ ------ Total return at common market value 9.16%(++) (2.64)% 13.58% 5.20% (0.59)% 8.37% Ratios (to average net assets applicable to common shares)/Supplemental data:## Expenses+ 1.58%(+) 1.56% 1.49% 1.11% 1.06% 1.10% Net investment income+(S) 8.07%(+) 8.26% 8.12% 6.76% 6.49% 6.62% Portfolio turnover 5% 16% 26% 18% 15% 12% Net assets at end of period (000 Omitted) $300,436 $302,010 $312,996 $305,789 $312,195 $333,544 Supplemental Ratios: Ratio of expenses to average net assets including preferred shares+## 1.08%(+) 1.07% 1.07% 1.11% 1.06% 1.10% Preferred shares dividends 0.55%(+) 0.68% 1.28% -- -- -- Net investment income available to common shares(S) 7.52%(+) 7.58% 6.84% 6.76% 6.49% 6.62% Senior Securities: Total preferred shares outstanding 5,600 5,600 5,600 -- -- -- Asset coverage per preferred share++ $78,649 $79,090 $80,897 -- -- -- Involuntary liquidation preference per preferred share $25,000 $25,000 $25,000 -- -- -- Average market value per preferred share $25,000 $25,000 $25,000 -- -- -- (S)As required, effective November 1, 2001, the trust has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began accreting market discount on debt securities. The effect of this change for the year ended October 31, 2002 was to increase net investment income per share by $0.01, decrease net realized and unrealized gains and losses per share by $0.01, and to increase the ratio of net investment income to average net assets by 0.07%. Per share, ratios, and supplemental data for periods prior to November 1, 2001 have not been restated to reflect this change in presentation. +Ratio excludes dividend payment on auction preferred shares. ++Calculated by subtracting the trust's total liabilities (not including preferred shares) from the trust's total assets and dividing this by the number of preferred shares outstanding. #Per share data are based on average common shares outstanding. ##Ratios do not reflect reductions from fees paid indirectly. (+)Annualized. (++)Not annualized. See notes to financial statements. NOTES TO FINANCIAL STATEMENTS (Unaudited) (1) Business and Organization MFS Municipal Income Trust (the trust) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a non-diversified closed-end management investment company. (2) Significant Accounting Policies General - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The trust can invest up to 100% of its portfolio in high-yield securities rated below investment grade. Investments in high- yield securities involve greater degrees of credit and market risk than investments in higher-rated securities and tend to be more sensitive to economic conditions. Investment Valuations - Bonds and other fixed income securities (other than short-term obligations) of U.S. issuers in the trust's portfolio are valued at an evaluated bid price on the basis of quotes from brokers and dealers or on the basis of valuations furnished by a pricing service. Prices obtained from pricing services utilize both dealer-supplied valuations and electronic data processing techniques which take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data without exclusive reliance upon quoted prices or exchange or over-the- counter prices, since such valuations are believed to reflect more accurately the fair value of such securities. Short-term obligations in the trust's portfolio are valued at amortized cost, which constitutes fair value as determined by the Board of Trustees. Short-term obligations with a remaining maturity in excess of 60 days will be valued upon dealer supplied valuations. Portfolio investments for which market quotations are not readily available, or whose values have been materially affected by events occurring after the close of their primary markets, are valued at fair value as determined in good faith by or at the direction of the Board of Trustees. Futures Contracts - The trust may enter into futures contracts for the delayed delivery of securities, or contracts based on financial indices at a fixed price on a future date. In entering such contracts, the trust is required to deposit with the broker either in cash or securities an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by the trust each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gains or losses by the trust. The trust's investment in futures contracts is designed to hedge against anticipated future changes in interest rates or securities prices. Investments in interest rate futures for purposes other than hedging may be made to modify the duration of the portfolio without incurring the additional transaction costs involved in buying and selling the underlying securities. Should interest rates or securities prices move unexpectedly, the trust may not achieve the anticipated benefits of the futures contracts and may realize a loss. Swap Agreements - The trust may enter into swap agreements. A swap is an exchange of cash payments between the trust and another party, which is based on a specific financial index. Cash payments are exchanged at specified intervals and the expected income or expense is recorded on the accrual basis. The value of the swap is adjusted daily and the change in value is recorded as unrealized appreciation or depreciation. Risks may arise upon entering into these agreements from the potential inability of counterparties to meet the terms of their contract and from unanticipated changes in the value of the financial index on which the swap agreement is based. The trust uses swaps for both hedging and non-hedging purposes. For hedging purposes, the trust may use swaps to reduce its exposure to interest rate fluctuations. For non-hedging purposes, the trust may use swaps to take a position on anticipated changes in the underlying financial index. Rate Lock Swaps - The trust may enter into rate lock swaps, which are used to reduce the interest rate risk of the portfolio. A rate lock swap is a payment or receipt of cash on a specified future date, calculated as the difference between the strike rate and a specific index yield on that date. The payment received or made at the end of the measurement period is recorded as a realized gain or loss in the Statement of Operations. The value of the swap is adjusted daily and the change in value is recorded as unrealized appreciation or depreciation. Investment Transactions and Income - Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with generally accepted accounting principles. All premium and original issue discount is amortized or accreted for tax reporting purposes as required by federal income tax regulations. Some securities may be purchased on a "when-issued" or "forward delivery" basis, which means that the securities will be delivered to the trust at a future date, usually beyond customary settlement time. Legal fees and other related expenses incurred to preserve and protect the value of a security owned are added to the cost of the security; other legal fees are expensed. Capital infusions made directly to the security issuer, which are generally non-recurring, incurred to protect or enhance the value of high-yield debt securities, are reported as additions to the cost basis of the security. Costs that are incurred to negotiate the terms or conditions of capital infusions or that are expected to result in a plan of reorganization are reported as realized losses. Ongoing costs incurred to protect or enhance an investment, or costs incurred to pursue other claims or legal actions, are expensed. Fees Paid Indirectly - The trust's custody fee is reduced according to an arrangement that measures the value of cash deposited with the custodian by the trust. This amount is shown as a reduction of total expenses on the Statement of Operations. Tax Matters and Distributions - The trust's policy is to comply with the provisions of the Internal Revenue Code (the Code) applicable to regulated investment companies and to distribute to shareholders all of its net tax- exempt and taxable net income, including any net realized gain on investments. Accordingly, no provision for federal income or excise tax is provided. Distributions paid by the trust from net interest received on tax-exempt municipal bonds are not includable by shareholders as gross income for federal income tax purposes because the trust intends to meet certain requirements of the Code applicable to regulated investment companies, which will enable the trust to pay exempt-interest dividends. The portion of such interest, if any, earned on private activity bonds issued after August 7, 1986 may be considered a tax-preference item to shareholders. Distributions to shareholders are recorded on the ex-dividend date. The trust distinguishes between distributions on a tax basis and a financial reporting basis and only distributions in excess of tax basis earnings and profits are reported in the financial statements as distributions from paid-in capital. Differences in the recognition or classification of income between the financial statements and tax earnings and profits, which result in temporary over-distributions for financial statement purposes, are classified as distributions in excess of net investment income or net realized gains. Common types of book and tax differences that could occur include differences in accounting for defaulted bonds, capital losses, and amortization and accretion on debt securities. The tax character of distributions declared for the years ended October 31, 2002 and October 31, 2001 was as follows: OCTOBER 31, 2002 OCTOBER 31, 2001 - ------------------------------------------------------------------------------ Distributions declared from: Tax-exempt income $22,909,900 $24,751,498 Ordinary income 64,159 2,451 ----------- ----------- Total distributions declared $22,974,059 $24,753,949 ----------- ----------- As of October 31, 2002, the components of distributable earnings (accumulated losses) on a tax basis were as follows: Undistributed ordinary income $ 41,436 Undistributed long-term tax-exempt income 5,432,968 Capital loss carryforward (36,922,586) Unrealized depreciation (6,327,329) Other temporary differences (985,698) For federal income tax purposes, the capital loss carryforward may be applied against any net taxable realized gains of each succeeding year until the earlier of its utilization or expiration. EXPIRATION DATE AMOUNT ---------------------------------------------------------- October 31, 2003 $ (4,513,979) October 31, 2004 (8,774,606) October 31, 2005 (16,518,819) October 31, 2006 (1,383,806) October 31, 2009 (2,847,429) October 31, 2010 (2,883,947) ------------ Total $(36,922,586) ------------ (3) Transactions with Affiliates Investment Adviser - The trust has an investment advisory agreement with Massachusetts Financial Services Company (MFS) to provide overall investment advisory and administrative services, and general office facilities. The management fee is computed daily and paid monthly at an annual rate of 0.40% of the trust's average daily net assets and 6.32% of investment income. The trust pays compensation to the Independent Trustees ("Trustees") in the form of both a retainer and attendance fees, and pays no compensation directly to its Trustees who are officers of the investment adviser, or to officers of the trust, all of whom receive remuneration for their services to the trust from MFS. Certain officers and Trustees of the trust are officers or directors of MFS and MFS Service Center, Inc. (MFSC). On January 1, 2002, the Trustees terminated the Independent Trustee unfunded defined benefit plan for active Trustees. Included in the Trustees' compensation is a pension expense of $7,129 for inactive trustees for the six months ended April 30, 2003. Administrator - The trust has an administrative services agreement with MFS to provide the trust with certain financial, legal, shareholder communications, compliance, and other administrative services. As a partial reimbursement for the cost of providing these services, the trust pays MFS an administrative fee at the following annual percentages of the trust's average daily net assets: First $2 billion 0.0175% Next $2.5 billion 0.0130% Next $2.5 billion 0.0005% In excess of $7 billion 0.0000% Transfer Agent - MFSC acts as registrar and dividend disbursing agent for the trust. The agreement provides that the trust will pay MFSC an account maintenance fee of no more than $9.00 and a dividend services fee of $0.75 per reinvestment and will reimburse MFSC for reasonable out-of-pocket expenses. (4) Portfolio Securities Purchases and sales of investments, other than U.S. government securities, purchased option transactions, and short-term obligations, aggregated $21,859,843 and $27,321,811, respectively. The cost and unrealized appreciation and depreciation in the value of the investments owned by the trust as computed on a federal income tax basis, are as follows: Aggregate cost $433,516,450 ------------ Gross unrealized appreciation $ 20,666,962 Gross unrealized depreciation (19,862,243) ------------ Net unrealized appreciation $ 804,719 ------------ (5) Shares of Beneficial Interest The trust's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The Trustees have authorized 39,724,784 full and fractional shares of beneficial interest. Transactions in trust shares were as follows: SIX MONTHS ENDED YEAR ENDED APRIL 30, 2003 OCTOBER 31, 2002 - -------------------------------------------------------------------------------- AMOUNT SHARES - -------------------------------------------------------------------------------- Shares issued to shareholders in reinvestment of distributions $1,292 210,190 (6) Line of Credit The trust and other affiliated funds participate in an $800 million unsecured line of credit provided by a syndication of banks under a line of credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the bank's base rate. In addition, a commitment fee, based on the average daily unused portion of the line of credit, is allocated among the participating funds at the end of each quarter. The commitment fee allocated to the trust for the six months ended April 30, 2003 was $1,015. The trust had no borrowings during the period. (7) Financial Instruments The trust trades financial instruments with off-balance-sheet risk in the normal course of its investing activities in order to manage exposure to market risks such as interest rates. These financial instruments include swap agreements. The notional or contractual amounts of these instruments represent the investment the trust has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. Rate Lock Swaps NOTIONAL PRINCIPAL AMOUNT OF UNREALIZED CONTRACT DEPRECIATION - -------------------------------------------------------------------------------- 3,000,000 Agreement with Goldman Sachs terminating on December 10, 2003 to pay the difference between the notional value and the market value of bond with a 4.78% coupon maturing on December 10, 2023 priced at a yield to maturity equal to 4.78% the MMD general obligation yield curve rate for the designated maturity year as of the close of business on the termination date, if negative (receive if positive) $ (51,374) 8,500,000 Agreement with Merrill Lynch terminating on November 12, 2003 to pay the difference between 4.60% and the MMD general obligation yield curve rate for the designated maturity year as of the close of business on the termination date times the notional amount times 10.75 if positive (receive if negative) $ (386,167) 10,000,000 Agreement with Merrill Lynch terminating on June 17, 2003 to pay the difference between 4.745% and the MMD general obligation yield curve rate for the designated maturity year as of the close of business on the termination date times the notional amount times 12.81 if positive (receive if negative) $ (402,854) 10,000,000 Agreement with Merrill Lynch terminating on June 19, 2003 to pay the difference between 4.755% and the MMD general obligation yield curve rate for the designated maturity year as of the close of business on the termination date times the notional amount times 12.80 if positive (receive if negative) $ (414,573) 25,000,000 Agreement with Merrill Lynch terminating on December 10, 2003 to pay the difference between the notional value and the market value of a bond with a 4.75% coupon maturing on December 10, 2023 priced at a yield to maturity equal to the MMD general obligation yield curve rate for the designated maturity year as of the close of business on the termination date if negative (receive if positive) $ (580,398) ----------- Total Depreciation $(1,835,366) ----------- At April 30, 2003, the trust had sufficient cash and/or securities to cover any commitments under these contracts. (8) Restricted Securities The trust may invest not more than 15% of its total assets in securities which are subject to legal or contractual restrictions on resale. At April 30, 2003, the trust owned the following restricted securities, excluding securities issued under Rule 144A, constituting 1.4% of net assets which may not be publicly sold without registration under the Securities Act of 1933. The trust does not have the right to demand that such securities be registered. The value of these securities is determined by valuations furnished by dealers or by a pricing service, or if not available, in good faith at the direction of the Trustees. DATE OF PRINCIPAL DESCRIPTION ACQUISITION AMOUNT COST VALUE - -------------------------------------------------------------------------------------------------------------------- Chicago, IL, Public Building Commission, Building Rev., RITES, 8.399s, 2016 3/11/1999 $1,300,000 $1,390,818 $1,672,736 Chicago, IL, Public Building Commission, Building Rev., RITES, 8.399s, 2017 3/11/1999 1,050,000 115,237 1,340,073 New Jersey Economic Development Authority, Economic Development Rev. (Holt Hauling & Warehousing), 8.4s, 2015 1/30/1997 1,000,000 1,033,546 590,000 New Jersey Economic Development Authority, Economic Development Rev. (Holt Hauling & Warehousing), 8.6s, 2017 1/30/1997 1,000,000 1,034,045 590,000 Niagara Falls, NY, Bridge Commission, Toll Rev., RITES, FGIC, 8.922s, 2015 5/21/1999 1,500,000 1,595,588 1,916,880 ---------- $6,109,689 ---------- (9) Auction Preferred Shares The trust issued 2,800 shares of Auction Preferred Shares (APS), series T and 2,800 of Auction Preferred Shares (APS), series TH. Dividends are cumulative at a rate that is reset every seven days for both series through an auction process. During the six months ended April 30, 2003, the dividend rates ranged from 1.56% to 1.18%. The trust pays an annual fee equivalent to 0.25% of the preferred share liquidation value for remarketing efforts associated with the preferred auction. The APS are redeemable at the option of the trust in whole or in part at the redemption price equal to $25,000 per share, plus accumulated and unpaid dividends. The APS are also subject to mandatory redemption if certain requirements relating to its asset maintenance coverage are not satisfied. The trust is required to maintain certain asset coverage with respect to the APS as defined in the trust's By-Laws and the Investment Company Act of 1940. In accordance with EITF D-98, "Classification and Measurement of Redeemable Securities", effective for the current period, the trust has reclassified its APS from outside of permanent equity in the Net Assets section of the Statement of Assets and Liabilities. In addition, distributions to APS shareholders are now classified as a component of the "Increase in net assets from operations" on the Statement of Operations and Statement of Changes in Net Assets and as a component of the "Total from Investment Operations" in the Financial Highlights. Prior year amounts presented have been reclassified to confirm this period's presentation. This change has no impact of the net assets applicable to common shares of the trust. (10) Change in Accounting Principle As required, effective November 1, 2001, the trust adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began accreting market discount on debt securities. Prior to November 1, 2001, the trust did not accrete market discount on debt securities. The cumulative effect of this accounting change had no impact on total net assets of the trust, but resulted in a $523,371 increase in cost of securities and a corresponding $523,371 increase in net unrealized depreciation, based on securities held by the trust on November 1, 2001. The effect of this change for the year ended October 31, 2002 was to increase net investment income by $203,659, increase net unrealized depreciation by $192,610, and increase net realized losses by $11,049. The Statement of Changes in Net Assets and Financial Highlights for prior periods has not been restated to reflect this change in presentation. MFS(R) MUNICIPAL INCOME TRUST The following tables present certain information regarding the Trustees and officers of MFS Municipal Income Trust, including their principal occupations, which, unless specific dates are shown, are of more than five years' duration, although the titles may not have been the same throughout. NAME, AGE, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION, AND OTHER DIRECTORSHIPS(1) INTERESTED TRUSTEES JEFFREY L. SHAMES(2) (born 06/02/55) ABBY M. O'NEILL (born 04/27/28) Chairman Trustee Massachusetts Financial Services Company, Chairman Private investor; Rockefeller Financial Services, Inc. (investment advisers), Chairman and Chief JOHN W. BALLEN(2) (born 09/12/59) Executive Officer Trustee and President Massachusetts Financial Services Company, Chief LAWRENCE T. PERERA (born 06/23/35) Executive Officer and Director Trustee Hemenway & Barnes (attorneys), Partner KEVIN R. PARKE(2) (born 12/14/59) Trustee WILLIAM J. POORVU (born 04/10/35) Massachusetts Financial Services Company, Trustee President, Chief Investment Officer, and Director Private investor; Harvard University Graduate School of Business Administration, Class of 1961 INDEPENDENT TRUSTEES Adjunct Professor in Entrepreneurship Emeritus; CBL & Associates Properties, Inc. (real estate LAWRENCE H. COHN, M.D. (born 03/11/37) investment trust), Director; Trustee Brigham and Women's Hospital, Chief of Cardiac J. DALE SHERRATT (born 09/23/38) Surgery; Harvard Medical School, Professor of Trustee Surgery Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments WILLIAM R. GUTOW (born 09/27/41) (investor in health care companies), Managing Trustee General Partner (since 1993); Cambridge Private investor and real estate consultant; Nutraceuticals (professional nutritional Capitol Entertainment Management Company (video products), Chief Executive Officer (until May franchise), Vice Chairman 2001) J. ATWOOD IVES (born 05/01/36) ELAINE R. SMITH (born 04/25/46) Trustee Trustee Private investor; KeySpan Corporation (energy Independent health care industry consultant related services), Director; Eastern Enterprises (diversified services company), Chairman, Trustee WARD SMITH (born 09/13/30) and Chief Executive Officer (until November 2000) Trustee Private investor (1) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., "public companies"). (2) "Interested person" of MFS within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act) which is the principal federal law governing investment companies like the Trust. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116. OFFICERS JEFFREY L. SHAMES (born 06/02/55) ROBERT R. FLAHERTY (born 09/18/63) Chairman Assistant Treasurer Massachusetts Financial Services Company, Chairman Massachusetts Financial Services Company, Vice President (since August 2000); UAM Fund Services, JOHN W. BALLEN (born 09/12/59) Senior Vice President (prior to August 2000) Trustee and President Massachusetts Financial Services Company, Chief RICHARD M. HISEY (born 08/29/58) Executive Officer and Director Treasurer Massachusetts Financial Services Company, Senior JAMES R. BORDEWICK, JR. (born 03/06/59) Vice President (since July 2002); The Bank of New Assistant Secretary and Assistant Clerk York, Senior Vice President (September 2000 to Massachusetts Financial Services Company, Senior July 2002); Lexington Global Asset Managers, Inc., Vice President and Associate General Counsel Executive Vice President and Chief Financial Officer, General Manager, Mutual Funds (prior to STEPHEN E. CAVAN (born 11/06/53) September 2000) Secretary and Clerk Massachusetts Financial Services Company, Senior ELLEN MOYNIHAN (born 11/13/57) Vice President, General Counsel and Secretary Assistant Treasurer Massachusetts Financial Services Company, Vice STEPHANIE A. DESISTO (born 10/01/53) President Assistant Treasurer Massachusetts Financial Services Company, Vice JAMES O. YOST (born 06/12/60) President (since April 2003); Brown Brothers Assistant Treasurer Harriman & Co., Senior Vice President (November Massachusetts Financial Services Company, Senior 2002 to April 2003); ING Groep N.V./Aeltus Vice President Investment Management, Senior Vice President (prior to November 2002) The Trust holds annual shareholder meetings for the purpose of electing Trustees, and Trustees are elected for fixed terms. The Board of Trustees currently is divided into three classes, each having a term of three years. Each year the term of one class expires. Each Trustee's term of office expires on the date of the third annual meeting following the election to office of the Trustee's class. Each Trustee will serve until next elected or his or her earlier death, resignation, retirement or removal. Messrs. Shames, Ives, Perera and Poorvu, and Ms. Smith, have served in their capacity as Trustee of the Trust continuously since originally elected or appointed. Messrs. Ballen and Gutow have each served as a Trustee of the Trust since August 1, 2001. Messrs. Cohn, Sherratt and Smith, and Ms. O'Neill, were elected by shareholders and have served as Trustees of the Trust since January 1, 2002. Mr. Parke has served as Trustee of the Trust since January 1, 2002. Each of the Trust's Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor and, in the case of the officers, with certain affiliates of MFS. Each Trustee serves as a board member of 112 funds within the MFS Family of Funds. The Statement of Additional Information contains further information about the Trustees and is available without charge upon request, by calling 1-800-225-2606. INVESTMENT ADVISER TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSING AGENT Massachusetts Financial Services Company 500 Boylston Street State Street Bank and Trust Company Boston, MA 02116-3741 c/o MFS Service Center, Inc. P.O. Box 55024 PORTFOLIO MANAGERS Boston, MA 02205-8016 Michael W. Roberge+ 1-800-637-2304 Geoffrey L. Schechter+ CUSTODIAN State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 + MFS Investment Management [Logo] M F S(R) INVESTMENT MANAGEMENT 500 Boylston Street Boston, MA 02116-3741 (C)2003 MFS Investment Management(R). 500 Boylston Street, Boston, MA 02116. MFMCE-SEM 6/03 37M ITEM 2. CODE OF ETHICS. Not applicable at this time. Applicable for annual reports filed for fiscal years ending on or after July 15, 2003. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable at this time. Applicable for annual reports filed for fiscal years ending on or after July 15, 2003. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable at this time. Applicable for annual reports filed for the first fiscal year ending after December 15, 2003. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. If applicable, not applicable at this time. Applicable for annual reports covering periods ending on or after the compliance date for the listing standards applicable to the particular issuer. Listed issuers must be in compliance with the new listing rules by the earlier of the registrant's first annual shareholders meeting after January 15, 2004 or October 31, 2004. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. If applicable, not applicable at this time. Applicable for annual reports filed on or after July 1, 2003. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information requir ed to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. ITEM 10. EXHIBITS. File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. (a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable. (b) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto. [If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed "filed" for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference: Attached hereto.][The submission of Section 906 certifications has been proposed by the SEC, but has not yet been finalized. The SEC has encouraged issuers to submit Section 906 certifications as an exhibit to Form N-CSR until the final rule has been adopted. Please see Proposed Rule: Certification of Disclosure in Certain Exchange Act Reports, Release No. 33-8212 (March 21, 2003)]. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) MFS MUNICIPAL INCOME TRUST -------------------------------------------------------------------- By (Signature and Title)* /s/ JOHN W. BALLEN ----------------------------------------------------- John W. Ballen, President Date: June 23, 2003 ------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ JOHN W. BALLEN ----------------------------------------------------- John W. Ballen, President (Principal Executive Officer) Date: June 23, 2003 ------------- By (Signature and Title)* /s/ RICHARD M. HISEY ----------------------------------------------------- Richard M. Hisey, Treasurer (Principal Financial Officer and Accounting Officer) Date: June 23, 2003 ------------- * Print name and title of each signing officer under his or her signature.