EX-99.D(2) 4 0004.txt FORMS OF SHARE CERTIFICATES Exhibit (d)(2) Municipal Auction Rate Cumulative Preferred Shares, Series W NUMBER 1 SHARES MFS MUNICIPAL INCOME TRUST ORGANIZED AS A BUSINESS TRUST UNDER THE LAWS SEE REVERSE FOR OF THE COMMONWEALTH OF MASSACHUSETTS CERTAIN DEFINITIONS THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY CUSIP # THIS CERTIFIES THAT CEDE & CO. IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES OF BENEFICIAL INTEREST, WITHOUT PAR VALUE, LIQUIDATION PREFERENCE $25,000 PER SHARE PLUS AN AMOUNT EQUAL TO ACCUMULATED BUT UNPAID DIVIDENDS THEREON (WHETHER OR NOT EARNED OR DECLARED) OF MFS MUNICIPAL INCOME TRUST TRANSFERABLE ON THE BOOKS OF SAID TRUST IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. This certificate and the shares represented hereby are issued and shall be held subject to all provisions of the Amended and Restated Declaration of Trust, dated ________ __, 2000 (a copy of which has been filed with the Secretary of State of the Commonwealth of Massachusetts), and of the By-Laws of the Trust and of all the amendments from time to time made thereto. The Amended and Restated Declaration of Trust provides that the name MFS Municipal Income Trust refers to the Trustees under the Declaration collectively as Trustees and not as individuals or personally, and no Trustee, shareholder, officer, employee or agent of the Trust may be held to any personal liability, nor may resort be had to their private property for the satisfaction of any obligation or claim otherwise in connection with the affairs of the Trust but the Trust property only shall be liable. IN WITNESS WHEREOF, MFS MUNICIPAL INCOME TRUST HAS CAUSED ITS SEAL TO BE HERETO AFFIXED AND THIS CERTIFICATE TO BE EXECUTED IN ITS NAME AND BEHALF BY ITS DULY AUTHORIZED OFFICERS. Dated: ________ __, 200_ Countersigned and Registered: BANKERS TRUST COMPANY ________________________ (New York) Transfer Agent Vice President By: ______________________________ ________________________ Authorized Signature Secretary THE TRANSFER OF THE MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES REPRESENTED HEREBY IS SUBJECT TO THE RESTRICTIONS CONTAINED IN THE STATEMENT CREATING THE MUNICIPAL PREFERRED SHARES OF THE TRUST. THE TRUST WILL FURNISH INFORMATION ABOUT SUCH RESTRICTIONS TO ANY SHAREHOLDER, WITHOUT CHARGE, UPON REQUEST TO THE SECRETARY OF THE TRUST. MFS MUNICIPAL INCOME TRUST A full statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each class and series of shares of beneficial interest which the Trust is authorized to issue and the differences in the relative rights and preferences between the shares of each class and series to the extent that they have been set, and the authority of the Board of Trustees to set the relative rights and preferences of subsequent classes and series, will be furnished by the Trust to any shareholder, without charge, upon request to the Secretary of the Trust at its principal office. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT--_______ Custodian____ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right under Uniform Gifts to of survivorship and not as Minors Act __________ tenants in common (State)
Additional abbreviations also may be used though not in the above list. For value received, _______________________ hereby sell, assign and transfer unto Please insert social securities or other identifying number of assignee -------------------------------------------------- -------------------------------------------------- _______________________________________________________________________________ (Please Print or Typewrite Name and Address, Including Zip Code, of Assignee) _______________________________________________________________________________ _______________________________________________________________________________ ________________________________________________________________________shares of the shares of beneficial interest represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________________________ Attorney to transfer the said shares on the books of the within named Trust with full power of substitution in the premises. Dated:________________________ NOTICE: The Signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatsoever. Municipal Auction Rate Cumulative Preferred Shares, Series F NUMBER 1 SHARES MFS MUNICIPAL INCOME TRUST ORGANIZED AS A BUSINESS TRUST UNDER THE LAWS SEE REVERSE FOR OF THE COMMONWEALTH OF MASSACHUSETTS CERTAIN DEFINITIONS THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY CUSIP # THIS CERTIFIES THAT CEDE & CO. IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES OF BENEFICIAL INTEREST, WITHOUT PAR VALUE, LIQUIDATION PREFERENCE $25,000 PER SHARE PLUS AN AMOUNT EQUAL TO ACCUMULATED BUT UNPAID DIVIDENDS THEREON (WHETHER OR NOT EARNED OR DECLARED) OF MFS MUNICIPAL INCOME TRUST TRANSFERABLE ON THE BOOKS OF SAID TRUST IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. This certificate and the shares represented hereby are issued and shall be held subject to all provisions of the Amended and Restated Declaration of Trust, dated ________ __, 2000 (a copy of which has been filed with the Secretary of State of the Commonwealth of Massachusetts), and of the By-Laws of the Trust and of all the amendments from time to time made thereto. The Amended and Restated Declaration of Trust provides that the name MFS Municipal Income Trust refers to the Trustees under the Declaration collectively as Trustees and not as individuals or personally, and no Trustee, shareholder, officer, employee or agent of the Trust may be held to any personal liability, nor may resort be had to their private property for the satisfaction of any obligation or claim otherwise in connection with the affairs of the Trust but the Trust property only shall be liable. IN WITNESS WHEREOF, MFS MUNICIPAL INCOME TRUST HAS CAUSED ITS SEAL TO BE HERETO AFFIXED AND THIS CERTIFICATE TO BE EXECUTED IN ITS NAME AND BEHALF BY ITS DULY AUTHORIZED OFFICERS. Dated: ________ __, 200_ Countersigned and Registered: BANKERS TRUST COMPANY ________________________ (New York) Transfer Agent Vice President By: ______________________________ ________________________ Authorized Signature Secretary THE TRANSFER OF THE MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES REPRESENTED HEREBY IS SUBJECT TO THE RESTRICTIONS CONTAINED IN THE STATEMENT CREATING THE MUNICIPAL PREFERRED SHARES OF THE TRUST. THE TRUST WILL FURNISH INFORMATION ABOUT SUCH RESTRICTIONS TO ANY SHAREHOLDER, WITHOUT CHARGE, UPON REQUEST TO THE SECRETARY OF THE TRUST. MFS MUNICIPAL INCOME TRUST A full statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each class and series of shares of beneficial interest which the Trust is authorized to issue and the differences in the relative rights and preferences between the shares of each class and series to the extent that they have been set, and the authority of the Board of Trustees to set the relative rights and preferences of subsequent classes and series, will be furnished by the Trust to any shareholder, without charge, upon request to the Secretary of the Trust at its principal office. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT--_______ Custodian____ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right under Uniform Gifts to of survivorship and not as Minors Act __________ tenants in common (State)
Additional abbreviations also may be used though not in the above list. For value received, _______________________ hereby sell, assign and transfer unto Please insert social securities or other identifying number of assignee -------------------------------------------------- -------------------------------------------------- _______________________________________________________________________________ (Please Print or Typewrite Name and Address, Including Zip Code, of Assignee) _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________shares of the shares of beneficial interest represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________________________ Attorney to transfer the said shares on the books of the within named Trust with full power of substitution in the premises. Dated:________________________ NOTICE: The Signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatsoever.