Form N-CEN - Annual Report for Registered Investment Companies
11 Janvier 2024 - 8:38PM
Edgar (US Regulatory)
MFS
MUNICIPAL INCOME TRUST
FIRST
AMENDMENT TO STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE
VARIABLE RATE MUNIFUND TERM PREFERRED SHARES
WHEREAS,
MFS Municipal Income Trust (the "Trust") issued Remarketable Variable
Rate MuniFund Term Preferred Shares, Series 2051 (the "RVMTP Shares")
pursuant to the Statement Establishing and Fixing the Rights and Preferences of
Remarketable Variable Rate MuniFund Term Preferred Shares, dated as of July 20,
2021 (the "Statement") and Appendix A thereto related to the Series
2015 RVMTP Shares;
WHEREAS,
the Statement permits the Board of Trustees of the Trust to amend the
Statement, in certain cases such amendment to be contingent upon the approval
of the Holders of RVMTP Shares;
WHEREAS,
the Trustees desire to amend the Statement to amend and restate in its entirety
Subsection 2.2(c)(ii) concerning the payment of dividends and distributions;
WHEREAS,
the Fund has received the consent of the sole Designated Owner and Holder of
the RVMTP Shares, which represent all the Remarketable Variable Rate MuniFund
Term Preferred Shares issued and outstanding, to the amendment of the Statement
as provided herein; and
WHEREAS,
the Trustees have determined that the amendment of the Statement provided herein
does not materially affect any preference, right or power of the Holders of
RVMTP Shares.
Any capitalized term used herein
but not defined herein shall have the meaning provided for such term in the
Statement.
Amendment to the Statement
Effective December
7, 2022, Section 2.2(c)(ii) shall be deleted in its entirety and replaced with
the following:
“For so long as any RVMTP Shares are
Outstanding, the Fund shall not: (x) declare or pay any dividend or other
distribution (other than a dividend or distribution paid in Common Shares) in
respect of the Common Shares, (y) call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Shares, or (z) pay any proceeds
of the liquidation of the Fund in respect of the Common Shares, unless, (1) in
each case, (A) all cumulative dividends and other distributions on all RVMTP
Shares and all other series of Preferred Shares ranking on a parity with the
RVMTP Shares due on or prior to the date the applicable dividend, distribution,
redemption, purchase or acquisition shall have been declared and paid (or shall
have been declared and Deposit Securities (in the case of the RVMTP Shares) or
other sufficient securities or funds (in the case of other Preferred Shares, as
applicable) for the payment thereof shall have been deposited irrevocably with
the paying agent for such Preferred Shares) and (B) the Fund shall have
deposited Deposit Securities pursuant to and in accordance with the
requirements of Section 2.6(e)(ii) hereof with
respect to Outstanding RVMTP Shares of any Series to be redeemed pursuant to Section
2.6(a) or Section 2.6(b) hereof for which a Notice of Redemption
shall have been given or shall have been required to be given in accordance
with the terms hereof on or prior to the date of the applicable dividend,
distribution, redemption, purchase or acquisition; and (2) in the case of any
action described in clause (x) or (y) of this Section 2.2(c)(ii),
immediately thereafter, the Fund shall have 1940 Act Asset Coverage of at least
215% after deducting the amount of
such dividend or distribution or redemption or purchase price or liquidation proceeds.”
IN WITNESS WHEREOF, MFS Municipal Income
Trust has caused this First Amendment to the Statement to be signed on December
7, 2022, in its name and on its behalf by a duly authorized officer. The
Declaration is on file with the Secretary of The Commonwealth of Massachusetts,
and the said officer of the Fund has executed this Statement as an officer and
not individually, and the obligations and rights of the Fund set forth in this
Statement are not binding upon any such officer, or the trustees of the Fund or
shareholders of the Fund, individually, but are binding only upon the assets
and property of the Fund.
MFS
Municipal Income Trust
By: /s/ William B.
Wilson
Name: William B. Wilson
Title: Assistant
Secretary
A late filing of Form 4 was made on behalf of
Maryanne Roepke (Trustee) in connection with a transaction of MFS Municipal
Income Trust shares due to an administrative oversight by the Trust’s
administrator.
MFS
MUNICIPAL INCOME TRUST
FIRST
AMENDMENT TO STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE
VARIABLE RATE MUNIFUND TERM PREFERRED SHARES
WHEREAS,
MFS Municipal Income Trust (the "Trust") issued Remarketable Variable
Rate MuniFund Term Preferred Shares, Series 2051 (the "RVMTP Shares")
pursuant to the Statement Establishing and Fixing the Rights and Preferences of
Remarketable Variable Rate MuniFund Term Preferred Shares, dated as of July 20,
2021 (the "Statement") and Appendix A thereto related to the Series
2015 RVMTP Shares;
WHEREAS,
the Statement permits the Board of Trustees of the Trust to amend the
Statement, in certain cases such amendment to be contingent upon the approval
of the Holders of RVMTP Shares;
WHEREAS,
the Trustees desire to amend the Statement to amend and restate in its entirety
Subsection 2.2(c)(ii) concerning the payment of dividends and distributions;
WHEREAS,
the Fund has received the consent of the sole Designated Owner and Holder of
the RVMTP Shares, which represent all the Remarketable Variable Rate MuniFund
Term Preferred Shares issued and outstanding, to the amendment of the Statement
as provided herein; and
WHEREAS,
the Trustees have determined that the amendment of the Statement provided herein
does not materially affect any preference, right or power of the Holders of
RVMTP Shares.
Any capitalized term used herein
but not defined herein shall have the meaning provided for such term in the
Statement.
Amendment to the Statement
Effective December
7, 2022, Section 2.2(c)(ii) shall be deleted in its entirety and replaced with
the following:
“For so long as any RVMTP Shares are
Outstanding, the Fund shall not: (x) declare or pay any dividend or other
distribution (other than a dividend or distribution paid in Common Shares) in
respect of the Common Shares, (y) call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Shares, or (z) pay any proceeds
of the liquidation of the Fund in respect of the Common Shares, unless, (1) in
each case, (A) all cumulative dividends and other distributions on all RVMTP
Shares and all other series of Preferred Shares ranking on a parity with the
RVMTP Shares due on or prior to the date the applicable dividend, distribution,
redemption, purchase or acquisition shall have been declared and paid (or shall
have been declared and Deposit Securities (in the case of the RVMTP Shares) or
other sufficient securities or funds (in the case of other Preferred Shares, as
applicable) for the payment thereof shall have been deposited irrevocably with
the paying agent for such Preferred Shares) and (B) the Fund shall have
deposited Deposit Securities pursuant to and in accordance with the
requirements of Section 2.6(e)(ii) hereof with
respect to Outstanding RVMTP Shares of any Series to be redeemed pursuant to Section
2.6(a) or Section 2.6(b) hereof for which a Notice of Redemption
shall have been given or shall have been required to be given in accordance
with the terms hereof on or prior to the date of the applicable dividend,
distribution, redemption, purchase or acquisition; and (2) in the case of any
action described in clause (x) or (y) of this Section 2.2(c)(ii),
immediately thereafter, the Fund shall have 1940 Act Asset Coverage of at least
215% after deducting the amount of
such dividend or distribution or redemption or purchase price or liquidation proceeds.”
IN WITNESS WHEREOF, MFS Municipal Income
Trust has caused this First Amendment to the Statement to be signed on December
7, 2022, in its name and on its behalf by a duly authorized officer. The
Declaration is on file with the Secretary of The Commonwealth of Massachusetts,
and the said officer of the Fund has executed this Statement as an officer and
not individually, and the obligations and rights of the Fund set forth in this
Statement are not binding upon any such officer, or the trustees of the Fund or
shareholders of the Fund, individually, but are binding only upon the assets
and property of the Fund.
MFS
Municipal Income Trust
By: /s/ William B.
Wilson
Name: William B. Wilson
Title: Assistant
Secretary
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Trustees of and the Shareholders of MFS Municipal Income Trust:
In planning and performing our audit of the
financial statements of MFS Municipal Income Trust (the “Fund”) as of and for
the year ended October 31, 2023, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), we considered the Fund’s
internal control over financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of expressing an opinion on
the effectiveness of the Fund’s internal control over financial reporting. Accordingly,
we express no such opinion.
The management of the Fund is responsible for
establishing and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. A fund’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A fund’s
internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the fund; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures
of the fund are being made only in accordance with authorizations of management
of the fund and trustees of the trust; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of a fund’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions
or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over
financial reporting exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a timely basis. A
material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of a fund’s annual or interim financial
statements will not be prevented or detected on a timely basis.
Our consideration of the Fund’s internal
control over financial reporting was for the limited purpose described in the
first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses
under standards established by the Public Company Accounting Oversight Board
(United States). However, we noted no deficiencies in the Fund’s internal
control over financial reporting and its operations, including controls for
safeguarding securities, that we consider to be a material weakness, as defined
above, as of October 31, 2023.
This report is intended solely for the
information and use of management, the Board of Trustees of MFS Municipal
Income Trust and the Securities and Exchange Commission and is not intended to
be and should not be used by anyone other than these specified parties.
/s/
Deloitte & Touche LLP
Boston,
Massachusetts
December
14, 2023
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