0001752724-20-020769.txt : 20200211 0001752724-20-020769.hdr.sgml : 20200211 20200211145011 ACCESSION NUMBER: 0001752724-20-020769 CONFORMED SUBMISSION TYPE: N-CEN PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20191130 FILED AS OF DATE: 20200211 DATE AS OF CHANGE: 20200211 EFFECTIVENESS DATE: 20200211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MFS CHARTER INCOME TRUST CENTRAL INDEX KEY: 0000851170 IRS NUMBER: 043055815 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-CEN SEC ACT: 1940 Act SEC FILE NUMBER: 811-05822 FILM NUMBER: 20595954 BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: 24TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 18006372929 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: 24TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: MFS PRINCIPAL INCOME TRUST DATE OF NAME CHANGE: 19890906 N-CEN 1 primary_doc.xml X0201 N-CEN LIVE 0000851170 XXXXXXXX 811-05822 false false false N-2 MFS CHARTER INCOME TRUST 811-05822 0000851170 1LFFWFMKO22SVR346G33 111 HUNTINGTON AVENUE 24TH FLOOR BOSTON 02199 US-MA US 617-954-5000 Computershare Trust Company, National Association 250 Royall Street Canton 02021 781-575-2000 Transfer Agency Record Ropes & Gray LLP 800 Boylston Street Boston 02199-3600 617-951-7000 Counsel Record The Depository Trust Company 55 Water Street New York 10041 212-855-1000 DTC MFS Service Center, Inc 100 Hancock Street Quincy 02171 617-954-5000 Transfer Agency Record State Street Bank and Trust Company 1 Lincoln Street Boston 02111 617-786-3000 Custody and Accounting Records Iron Mountain, Inc. 150 SE Second Street Suite 211 Miami 33131 800-899-4766 Storage Vendor Charles River Development 700 District Avenue Burlington 01803 781-238-0099 Investment related records MFS Fund Distributors, Inc. 111 Huntington Avenue Boston 02199 617-954-5000 Principal Underwriter Record TerraNua Limited (New York, NY, US, Branch) 535 5th Avenue New York 10017 866-951-2280 Personal Trading System DST Systems, Inc. 333 West 11th Street Kansas City 64105-1628 816-435-8655 Technology Vendor Autonomy Americas LLC 90 Park Avenue New York 10016 44-122-344-8000 Storage Vendor Massachusetts Financial Services Company 111 Huntington Avenue Boston 02199-7632 617-954-5000 Investment Adviser Record Institutional Shareholder Services Inc. 702 King Farm Boulevard Suite 400 Rockville 20850 301-556-0500 Proxy Voting Administrator N N N N-2 Y Maureen R. Goldfarb 000000000 N Robert J. Manning 004646484 Y Steven E. Buller 000000000 N Peter D. Jones 000000000 N James W. Kilman, Jr. 000000000 N John P. Kavanaugh 000000000 N Laurie J. Thomsen 000000000 N Maryanne L. Roepke 000000000 N Robin A. Stelmach 000000000 Y Clarence Otis, Jr. 000000000 N John A. Caroselli 000000000 N Martin J. Wolin 004331075 111 Huntington Avenue Boston 02199 XXXXXX N N N N N N N Ernst & Young LLP 42 00000000000000000000 N N N N N N MFS CHARTER INCOME TRUST 1LFFWFMKO22SVR346G33 N 0 0 0 N/A N N N N N/A N/A N/A Rule 32a-4 (17 CFR 270.32a-4) Rule 12d1-1 (17 CFR 270.12d1-1) Rule 17a-7 (17 CFR 270.17a-7) N N N N Massachusetts Financial Services Company 801-17352 000110045 1G3OSH3GLGJ7X1JC5I61 N Computershare Trust Company, National Association 85-11340 2549001YYB62BVMSAO13 N N N Refinitiv US Holdings Inc. 549300NF240HXJO7N016 N ICE Data Services, Inc. 13-3668779 Tax ID N N Deutsche Bank Aktiengesellschaft (Madrid, Madrid, ES, Branch) 7LTWFZYICNSX8D621K86 ES N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Aktiengesellschaft (Makati City, Metro Manila, PH, Branch) 7LTWFZYICNSX8D621K86 PH N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Standard Chartered Bank (Hong Kong) Limited X5AV1MBDXGRPX5UGMX13 HK N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) The Goldman Sachs Group, Inc. 784F5XWPLTWKTBV3E584 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) UniCredit Bank Austria AG D1HEB8VEU6D9M8ZUXG17 AT N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Skandinaviska Enskilda Banken AB F3JS33DEI6XQ4ZBPTN86 SE N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) The Hongkong and Shanghai Banking Corporation Limited (Sydney, NSW, AU, Branch) 2HI3YI5320L3RW6NJ957 AU N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) The Hongkong And Shanghai Banking Corporation Limited 2HI3YI5320L3RW6NJ957 HK N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) UBS Switzerland AG 549300WOIFUSNYH0FL22 CH N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Standard Chartered Bank Malaysia Berhad 549300JTJBG2QBI8KD48 MY N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Bank Hapoalim B.M. B6ARUI4946ST4S7WOU88 IL N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Societa per Azioni 529900SS7ZWCX82U3W60 IT N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) HSBC Bank Middle East Limited 549300F99IL9YJDWH369 AE N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Euroclear Bank 549300OZ46BRLZ8Y6F65 BE N Y Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) State Street Bank and Trust Company (Edinburgh, GB, Branch) 571474TGEMMWANRLN572 GB N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Skandinaviska Enskilda Banken AB (Oslo, Oslo, NO, Branch) F3JS33DEI6XQ4ZBPTN86 NO N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Bank Handlowy w Warszawie Spolka Akcyjna XLEZHWWOI4HFQDGL4793 PL N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Stanbic IBTC Bank PLC 549300NIVXF92ZIOVW61 NG N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Citibank, National Association (Sao Paulo, Sao Paulo, BR, Branch) E57ODZWZ7FF32TWEFA76 BR N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) The Hongkong and Shanghai Banking Corporation Limited (Jung-gu, Seoul, KR, Branch) 2HI3YI5320L3RW6NJ957 KR N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) UniCredit Bank Hungary Zrt. Y28RT6GGYJ696PMW8T44 HU N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) BNP Paribas Securities Services (Athens, Attica, GR, Branch) 549300WCGB70D06XZS54 GR N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Aktiengesellschaft (Amsterdam, Noord Holland, NL, Branch) 7LTWFZYICNSX8D621K86 NL N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) UniCredit Bank Czech Republic and Slovakia, a.s. (Bratislava, Bratislavsky, SK, Branch) KR6LSKV3BTSJRD41IF75 SK N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Citibank, National Association (Singapore, SG, Branch) E57ODZWZ7FF32TWEFA76 SG N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) HSBC Bank (China) Company Limited 2CZOJRADNJXBLT55G526 CN N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) HSBC Bank Bermuda Limited 0W1U67PTV5WY3WYWKD79 BM N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Mizuho Bank, Ltd. (Minato ku, Tokyo, JP, Branch) RB0PEZSDGCO3JS6CEU02 JP N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Skandinaviska Enskilda Banken A/S F3JS33DEI6XQ4ZBPTN86 DK N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Standard Chartered Bank (Thai) Public Company Limited 549300O1LQYCQ7G1IM57 TH N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) State Street Bank and Trust Company 571474TGEMMWANRLN572 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) Skandinaviska Enskilda Banken AB (Helsinki, Uusimaa, FI, Branch) F3JS33DEI6XQ4ZBPTN86 FI N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Merrill Lynch, Pierce, Fenner & Smith Incorporated 8NAV47T0Y26Q87Y0QP81 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex 2SFFM4FUIE05S37WFU55 MX N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) State Street Bank International GmbH ZMHGNT7ZPKZ3UFZ8EO46 DE N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) The Standard Bank of South Africa Limited QFC8ZCW3Q5PRXU1XTM60 ZA N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) The Hongkong and Shanghai Banking Corporation Limited (Auckland, Auckland, NZ, Branch) 2HI3YI5320L3RW6NJ957 NZ N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Aktiengesellschaft (Frankfurt am Main, Hessen, DE, Branch) 7LTWFZYICNSX8D621K86 DE N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Citibank del Peru S.A. MYTK5NHHP1G8TVFGT193 PE N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Citibank, Anonim Sirketi CWZ8NZDH5SKY12Q4US31 TR N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Aktiengesellschaft (Mumbai, Maharashtra, IN, Branch) 7LTWFZYICNSX8D621K86 IN N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Aktiengesellschaft (Jakarta, Jakarta, ID, Branch) 7LTWFZYICNSX8D621K86 ID N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) UniCredit Bank Czech Republic and Slovakia, a.s. KR6LSKV3BTSJRD41IF75 CZ N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) State Street Trust Company Canada 549300L71XG2CTQ2V827 CA N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) N MFS Service Center, Inc 0000000000 Y N N Massachusetts Financial Services Company 1G3OSH3GLGJ7X1JC5I61 Y N N J.P. Morgan Securities LLC 8-35008 000000079 ZBUT11V806EZRVTWT807 2.1 BofA Securities, Inc. 8-69787 000283942 549300HN4UKV1E2R3U73 22255.24 Jefferies LLC 8-15074 000002347 58PU97L1C0WSRCWADL48 1.18 22258.52 BofA Securities, Inc. 8-69787 000283942 549300HN4UKV1E2R3U73 79193779.74 The Bank of New York Mellon N/A 000000000 HPFHU0OQ28E4N0NFVK49 40220051.63 Goldman Sachs & Co. LLC 8-129 000000361 FOR8UP27PHTHYVLBNG30 57193395.09 J.P. Morgan Securities LLC 8-35008 000000079 ZBUT11V806EZRVTWT807 84509646.17 Deutsche Bank Securities Inc. 8-17822 000002525 9J6MBOOO7BECTDTUZW19 38399587.25 Nomura Securities International, Inc. 8-15255 000004297 OXTKY6Q8X53C9ILVV871 45929785.83 Barclays Capital Inc. 8-41342 000019714 AC28XWWI3WIBK2824319 69978941.12 Citigroup Global Markets Inc. 8-8177 000007059 MBNUM2BPBDO7JBLYG310 79737205.93 HSBC Securities (USA) Inc. 8-41562 000019585 CYYGQCGNHMHPSMRL3R97 59757094.62 Wells Fargo Securities, LLC 8-65876 000126292 VYVVCKR63DVZZN70PB21 49564254.36 921411941.85 N 401493077.87 Common stock MFS CHARTER INCOME TRUST N N Common stock N N N 0.55 1.4 8.32000000 8.94 true true true EXEMPT ORDER INFO 2 NCEN_7062706978834635.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 43078

Providence, RI 02940-3078

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

September 2019

 

 

 

 

 

 

 

Distribution amount per share  

$ 0.06019

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.03082

51%

        $ 0.30515

52%

Net Realized ST Cap Gains

   0.00000

0%

 0.00000

0%

Net Realized LT Cap Gains

 0.00000

0%

 0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

 0.02937

49%

0.27688

48%

Total (per common share)

$ 0.06019

100%

       $ 0.58203

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 8-31-2019

 

 

6.32%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 8-31-2019

7.94%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 8-31-2019

 

 

 

15.10%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 8-31-2019

 

 

 

     6.40%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-0919

EXEMPT ORDER INFO 3 NCEN_7047405409480850.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 505005

Louisville, KY 40233-5005

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

November 2019

 

 

 

 

 

 

 

Distribution amount per share  

$0.06000

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.02906

48%

$ 0.36120

51%

Net Realized ST Cap Gains

0.00000

0%

0.00000

0%

Net Realized LT Cap Gains

0.00000

0%

0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

0.03094

52%

0.34121

49%

Total (per common share)

$ 0.06000

100%

$ 0.70241

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 10-31-2019

 

 

6.45%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 10-31-2019

7.99%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 10-31-2019

 

 

 

15.61%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 10-31-2019

 

 

 

     7.80%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-1119

EXEMPT ORDER INFO 4 NCEN_4613219351306813.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 43078

Providence, RI 02940-3078

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

January 2019

 

 

 

 

 

 

 

Distribution amount per share  

$ 0.05620

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.03224

57%

        $ 0.06442

57%

Net Realized ST Cap Gains

   0.00000

0%

 0.00000

0%

Net Realized LT Cap Gains

 0.00000

0%

 0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

 0.02396

43%

0.04828

43%

Total (per common share)

$ 0.05620

100%

       $ 0.11270

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 12-31-2018

 

 

4.75%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 12-31-2018

8.05%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 12-31-2018

 

 

 

0.05%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 12-31-2018

 

 

 

      1.34%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-0119

INTERNAL CONTROL RPT 5 NCEN_4613194401381150.htm ncenmfscharterinctr.htm - Generated by SEC Publisher for SEC Filing

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and

Board of Trustees of MFS Charter Income Trust

 

In planning and performing our audit of the financial statements of MFS Charter Income Trust (the “Fund”) as of and for the year ended November 30, 2019, 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 company’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 U.S. generally accepted accounting principles. A company’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 company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’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 the company’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 operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of November 30, 2019.


 

This report is intended solely for the information and use of management and the Board of Trustees of MFS Charter 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/ Ernst & Young LLP

Boston, Massachusetts

January 15, 2020

EXEMPT ORDER INFO 6 NCEN_4613246742681372.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 43078

Providence, RI 02940-3078

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

March 2019

 

 

 

 

 

 

 

Distribution amount per share  

$ 0.05784

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.03091

53%

        $ 0.12188

54%

Net Realized ST Cap Gains

   0.00000

0%

 0.00000

0%

Net Realized LT Cap Gains

 0.00000

0%

 0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

 0.02693

47%

0.10552

46%

Total (per common share)

$ 0.05784

100%

       $ 0.22740

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 2-28-2019

 

 

5.29%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 2-28-2019

7.98%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 02-28-2019

 

 

 

5.38%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 02-28-2019

 

 

 

     2.61%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-0319

EXEMPT ORDER INFO 7 NCEN_4613234231008349.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 43078

Providence, RI 02940-3078

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

February 2019

 

 

 

 

 

 

 

Distribution amount per share  

$ 0.05686

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.02998

53%

        $ 0.09026

53%

Net Realized ST Cap Gains

   0.00000

0%

 0.00000

0%

Net Realized LT Cap Gains

 0.00000

0%

 0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

 0.02688

47%

0.07930

47%

Total (per common share)

$ 0.05686

100%

       $ 0.16956

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 1-31-2019

 

 

5.39%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 1-31-2019

7.89%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 01-31-2019

 

 

 

4.01%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 01-31-2019

 

 

 

      1.96%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-0219

EXEMPT ORDER INFO 8 NCEN_7022353458278119.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 43078

Providence, RI 02940-3078

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

June 2019

 

 

 

 

 

 

 

Distribution amount per share  

$ 0.05848

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.03161

54%

        $ 0.21572

54%

Net Realized ST Cap Gains

   0.00000

0%

 0.00000

0%

Net Realized LT Cap Gains

 0.00000

0%

 0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

 0.02687

46%

0.18704

46%

Total (per common share)

$ 0.05848

100%

       $ 0.40276

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 5-31-2019

 

 

5.39%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 5-31-2019

8.01%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 05-31-2019

 

 

 

8.46%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 05-31-2019

 

 

 

     4.60%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-0619

EXEMPT ORDER INFO 9 NCEN_7047347195731074.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 43078

Providence, RI 02940-3078

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

July 2019

 

 

 

 

 

 

 

Distribution amount per share  

$ 0.05925

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.03106

52%

        $ 0.24600

53%

Net Realized ST Cap Gains

   0.00000

0%

 0.00000

0%

Net Realized LT Cap Gains

 0.00000

0%

 0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

 0.02819

48%

0.21601

47%

Total (per common share)

$ 0.05925

100%

       $ 0.46201

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 6-30-2019

 

 

5.87%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 6-30-2019

7.94%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 6-30-2019

 

 

 

11.73%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 6-30-2019

 

 

 

     5.16%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-0719

MATERIAL AMENDMENTS 10 NCEN_7362659245840651.txt The Registrant's By-Laws were amended during the period. Please see Master Amended and Restated By- Laws dated July 19, 2019 attached hereto as EX- 99.G.1.b.i. EXEMPT ORDER INFO 11 NCEN_7062779116177907.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 505005

Louisville, KY 40233-5005

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

October 2019

 

 

 

 

 

 

 

Distribution amount per share  

$ 0.06038

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.02885

48%

        $ 0.33193

52%

Net Realized ST Cap Gains

   0.00000

0%

 0.00000

0%

Net Realized LT Cap Gains

 0.00000

0%

 0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

 0.03153

52%

0.31048

48%

Total (per common share)

$ 0.06038

100%

       $ 0.64241

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 9-30-2019

 

 

6.63%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 9-30-2019

8.02%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 9-30-2019

 

 

 

15.04%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 9-30-2019

 

 

 

     7.11%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-1019

MATERIAL AMENDMENTS 12 NCEN_7062864127935447.htm EX SUN LIFE BY LAWS 2/6/98

 

 

 

 

 

 

 

MASTER AMENDED AND RESTATED

 

BY-LAWS

 

 

OF

 

 

THE TRUSTS IDENTIFIED ON APPENDIX A HERETO [CLOSED-END FUNDS]

 

 

December 18, 2007, as revised:

 

December 16, 2008 (Article III; Section 5)

November 1, 2014 (Article VI: Sections 1, 2, 3, 13 and 14)

April 27, 2016 (Article XII)

May 2, 2016 (Article XIV: Sections 1 and 2)

July 19, 2019 (Article 6, Section 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

AMENDED AND RESTATED BY-LAWS

OF

 

THE TRUSTS IDENTIFIED ON APPENDIX A HERETO

 

 

 

 

ARTICLE I

DEFINITIONS

The terms "Commission", "Declaration", "Distributor", “Interested Person”, "Investment Adviser", "Majority Shareholder Vote", "1940 Act", "Shareholder", "Shares", "Transfer Agent", "Trust", "Trust Property" and "Trustees" have the respective meanings given them in the Amended and Restated Declaration of Trust of the Trusts identified on Appendix A hereto. References to a "Trust" mean each Trust severally and not jointly. These By-Laws shall be subject to the Declaration for all purposes.

 

 

ARTICLE II

OFFICES

SECTION 1. PRINCIPAL OFFICE. Until changed by the Trustees, the principal office of the Trust in The Commonwealth of Massachusetts shall be in the City of Boston, County of Suffolk.

 

 

SECTION 2. OTHER OFFICES. The Trust may have offices in such other places without as well as within The Commonwealth of Massachusetts as the Trustees may from time to time determine.


 

 

 

 

ARTICLE III

SHAREHOLDERS

SECTION 1. MEETINGS. Except as provided in the next sentence, regular meetings of the Shareholders for the election of Trustees and the transaction of such other business as may properly come before the meeting shall be held, so long as Shares are listed for trading on the New York Stock Exchange, on at least an annual basis, on such day and at such place as shall be designated by the Trustees. In the event that such a meeting is not held in any annual period if so required, whether the omission be by oversight or otherwise, a subsequent special meeting may be called by the Trustees and held in lieu of such meeting with the same effect as if held within such annual period. Special meetings of the Shareholders may be called at any time by a majority of the Trustees. Meetings of the Shareholders for the purpose of considering the removal of a person serving as Trustee shall be called by the Trustees if they are requested in writing to do so by Shareholders holding in the aggregate Shares representing not less than ten percent (10%) of the voting power of the outstanding Shares of the Trust having voting rights. Any such meeting shall be held within or without The Commonwealth of Massachusetts on such day and at such time as the Trustees shall designate.

 

SECTION 2. NOTICE OF MEETINGS. Notice of all meetings of Shareholders, stating the time, place and purposes of the meeting, shall be given by the Trustees in accordance with the Declaration, mailed or sent at least (ten) 10 days and not more than ninety (90) days before the meeting. Only the business stated in the notice of the meeting shall be considered at such meeting. Any adjourned meeting may be held as adjourned without further notice, even if the date of such adjourned meeting is more than 90 days after the notice of the meeting was mailed or sent. Notwithstanding the foregoing, if either the President or Clerk of the Trust, or in the absence or unavailability of the President and the Clerk, any officer of the Trust, determines that as a result of force majeure or an act of God or war, the date, time or place designated for a meeting or adjourned meeting of Shareholders is not reasonably practicable or available, such officer may, without further notice to Shareholders, designate such other date, time or place for such meeting or adjourned meeting as such officer shall, in his or her sole discretion, determine. No notice need be given to any Shareholder who shall have failed to inform the Trust of his current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his attorney thereunto authorized, is filed with the records of the meeting.

 

SECTION 3. RECORD DATE FOR MEETINGS. For the purpose of determining the Shareholders who are entitled to notice of and to vote at any meeting, or to participate in any distribution, or for the purpose of any other action, the Trustees may from time to time close the transfer books for such period, not exceeding thirty (30) days, as the Trustees may determine; or without closing the transfer books the Trustees may fix a date not more than ninety (90) days prior to the date of any meeting of Shareholders or distribution or other action as a record date for the determination of the persons to be treated as Shareholders of record for such purpose. The Trustees also may select the time of day as of which the calculations for determining how many votes each Shareholder is entitled to pursuant to the Declaration shall be performed.


 

 

SECTION 4. PROXIES. At any meeting of Shareholders, any holder of Shares entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Clerk, or with such other officer or agent of the Trust as the Clerk may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a vote of a majority of the Trustees, proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share (and a proxy shall be valid if executed by any one of them), but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person as regards the charge or management of such Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. Any copy, facsimile telecommunication or other reliable reproduction of a proxy may be substituted for or used in lieu of the original proxy for any and all purposes for which the original proxy could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original proxy or the portion thereof to be returned by the Shareholder.

 

SECTION 5. QUORUM AND ADJOURNMENT. Except when a larger quorum is required by any provision of law, Shares representing thirty percent (30%) of the voting power of the outstanding Shares entitled to vote shall constitute a quorum at any meeting of Shareholders, except that where any provision of law, the Declaration or these By-laws requires that holders of any series or class shall vote as a series or class, then Shares representing 30 percent (unless a larger quorum is required as specified above) of the voting power of the aggregate number of Shares of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class. In the absence of a quorum, Shareholders entitled to cast votes representing 30 percent of the voting power of the outstanding Shares entitled to vote present in person or by proxy, or, where any provision of law, the Declaration or these By- laws requires that holders of any series or class shall vote as a series or class, Shareholders entitled to cast votes representing 30 percent of the voting power of the outstanding Shares of that series or class entitled to vote present in person or by proxy, may adjourn the meeting from time to time until a quorum shall be present. Only Shareholders of record shall be entitled to vote on any matter.


 

 

SECTION 6. INSPECTION OF RECORDS. The records of the Trust shall be open to inspection by Shareholders to the same extent as is permitted shareholders of a Massachusetts business corporation.

 

SECTION 7. ACTION WITHOUT MEETING. Any action which may be taken by Shareholders may be taken without a meeting if Shareholders holding Shares representing a majority of the voting power of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Declaration or these By-Laws for approval of such matter) consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

 

SECTION 8. ADVANCE NOTICE OF SHAREHOLDER NOMINEES FOR TRUSTEES AND OTHER SHAREHOLDER PROPOSALS.

 

(a)                                           As used in this Section 8, the term “annual meeting” refers to any annual meeting of Shareholders as well as any special meeting held in lieu of an annual meeting as described in the first two sentences of Article III Section 1 of these Bylaws, and the term “special meeting” refers to all meetings of Shareholders other than an annual meeting or a special meeting in lieu of an annual meeting.

 

(b)                                           The matters proposed by Shareholders to be considered and brought before any annual or special meeting of Shareholders shall be limited to only such matters, including the nomination and election of Trustees, as shall be brought properly before such meeting in compliance with the procedures set forth in this Section 8.  Only persons who are nominated in accordance with the procedures set forth in this Section 8 shall be eligible for election as Trustees, and no proposal to fix the number of Trustees shall be brought before an annual or special meeting of Shareholders or otherwise considered unless in accordance with the procedures set forth in this Section 8, except as may be otherwise provided in these Bylaws with respect to the right of holders of preferred shares of beneficial interest, if any, of the Trust to nominate and elect a specified number of Trustees in certain circumstances.

 

(c)                                           For any matter to be properly before any annual meeting, the matter must be (i) specified in the notice of meeting given by or at the direction of a majority of the Trustees pursuant to Article III Section 2 of these Bylaws or (ii) brought before the meeting in the manner specified in this Section 8(c) by a Shareholder of record entitled to vote at the meeting or by a Shareholder (a “Beneficial Owner”) that holds Shares entitled to vote at the meeting through a nominee or “street name” holder of record and that can demonstrate to the Trust such indirect ownership and such Beneficial Owner’s entitlement to vote such Shares, provided that the Shareholder was the Shareholder of record or the Beneficial Owner held such Shares at the time the notice provided for in this Section 8(c) is delivered to the Secretary.


 

 

In addition to any other requirements under applicable law and the Declaration of Trust and these Bylaws, persons nominated by Shareholders for election as Trustees and any other proposals by Shareholders may be properly brought before an annual meeting only pursuant to timely notice (the “Shareholder Notice”) in writing to the Secretary. To be timely, the Shareholder Notice must be delivered to or mailed and received at the principal executive offices of the Trust not less than forty-five (45) nor more than ninety (90) days prior to the first anniversary date of the date on which the Trust first sent its proxy materials for the prior year’s annual meeting; provided, however, with respect to the annual meeting to be held in the calendar years 2008 and 2009, the Shareholder Notice must be so delivered or mailed and so received on or before June 13, 2008 and May 1, 2009, respectively; provided further, however, if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before the first anniversary date of the annual meeting for the preceding year and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such Shareholder Notice must be given in the manner provided herein by the later of the close of business on (i) the date forty-five (45) days prior to such Other Annual Meeting Date or (ii) the tenth (10th) business day following the date such Other Annual Meeting Date is first publicly announced or disclosed.

 

Any Shareholder desiring to nominate any person or persons (as the case may be) for election as a Trustee or Trustees of the Trust shall deliver, as part of such Shareholder Notice:  (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person or persons to be nominated; (B) the class or series and number of all Shares of the Trust owned of record or beneficially by each such person or persons, as reported to such Shareholder by such nominee(s); (C) any other information regarding each such person required by paragraphs (a), (d), (e) and

(f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Trust); (D) any other information regarding the person or persons to be nominated that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of Trustees pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether such Shareholder believes any nominee is or will be an “interested person” of the Trust (as defined in the Investment Company Act of 1940, as amended) and, if not an “interested person,” information regarding each nominee that will be sufficient for the Trust to make such determination; and (ii) the written and signed consent of the person or persons to be nominated to be named as nominees and to serve as Trustees if elected. In addition, the Trustees may require any proposed nominee to furnish such other information as they may reasonably require or deem necessary to determine the eligibility of such proposed nominee to serve as a Trustee.  Any Shareholder Notice required by this Section 8(c) in respect of a proposal to fix the number of Trustees shall also set forth a description of and the text of


 

the proposal, which description and text shall state a fixed number of Trustees that otherwise complies with applicable law, these Bylaws and the Declaration of Trust.

 

Without limiting the foregoing, any Shareholder who gives a Shareholder Notice of any matter proposed to be brought before a Shareholder meeting (whether or not involving nominees for Trustees) shall deliver, as part of such Shareholder Notice: (i) the description of and text of the proposal to be presented; (ii) a brief written statement of the reasons why such Shareholder favors the proposal; (iii) such Shareholder’s name and address as they appear on the Trust’s books; (iv) any other information relating to the Shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies with respect to the matter(s) proposed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (v) the class or series and number of all Shares of the Trust owned beneficially and of record by such Shareholder; (vi) any material interest of such Shareholder in the matter proposed (other than as a Shareholder); (vii) a representation that the Shareholder intends to appear in person or by proxy at the Shareholder meeting to act on the matter(s) proposed; (viii) if the proposal involves nominee(s) for Trustees, a description of all arrangements or understandings between the Shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by the Shareholder; and (ix) in the case of a Beneficial Owner, evidence establishing such Beneficial Owner’s indirect ownership of, and entitlement to vote, Shares at the meeting of Shareholders.  As used in this Section 8, Shares “beneficially owned” shall mean all Shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.

 

(d)                                          For any matter to be properly before any special meeting, the matter must be specified in the notice of meeting given by or at the direction of a majority of the Trustees pursuant to Article III Section 2 of these Bylaws. In the event the Trust calls a special meeting for the purpose of electing one or more Trustees, any Shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Trust’s notice of meeting if and only if the Shareholder provides a notice containing the information required in the Shareholder Notice to the Secretary required with respect to annual meetings by Section 8(c) hereof, and such notice is delivered to or mailed and received at the principal executive office of the Trust not later than the close of business on the tenth (10th) day following the day on which the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting are publicly announced or disclosed.

 

(e)                                           For purposes of this Section 8, a matter shall be deemed to have been “publicly announced or disclosed” if such matter is disclosed in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, in a document publicly filed by the Trust with the Securities and Exchange Commission, or in a Web site accessible to the public maintained by the Trust or by its investment adviser or an affiliate of such investment adviser with respect to the Trust.


 

(f)                                            In no event shall an adjournment or postponement (or a public announcement thereof) of a meeting of Shareholders commence a new time period (or extend any time period) for the giving of notice as provided in this Section 8.

 

(g)                                           The person presiding at any meeting of Shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to (i) determine whether a nomination or proposal of other matters to be brought before a meeting and notice thereof have been duly made and given in the manner provided in this Section 8 and elsewhere in these Bylaws and the Declaration of Trust and (ii) if not so made or given, to direct and declare at the meeting that such nomination and/or such other matters shall be disregarded and shall not be considered. Any determination by the person presiding shall be binding on all parties absent manifest error.

 

(h)                                           Notwithstanding anything to the contrary in this Section 8 or otherwise in these Bylaws, unless required by federal law, no matter shall be considered at or brought before any annual or special meeting unless such matter has been approved for these purposes by a majority of the Trustees and, in particular, no Beneficial Owner shall have any rights as a Shareholder except as may be required by federal law. Furthermore, nothing in this Section 8 shall be construed as creating any implication or presumption as to the requirements of federal law.

 

 

ARTICLE IV

TRUSTEES

SECTION 1. MEETINGS OF THE TRUSTEES. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Notice of regular or stated meetings need not be given. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the Chair of the Trustees or by any one of the Trustees at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or an Assistant Secretary, or the Clerk or an Assistant Clerk or by the officer, Chair of the Trustees or other Trustee calling the meeting and shall be mailed to each Trustee at least two days before the meeting, or shall be telegraphed, cabled, or wirelessed or sent by facsimile or other electronic means to each Trustee at his usual or last known business or residence address, or personally delivered to him at least one day before the meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any meeting. Except as provided by law the Trustees may meet by means of a telephone conference circuit or similar communications equipment by means of which  all persons participating in the meeting can hear each other, which telephone conference meeting shall  be  deemed  to  have  been  held  at  a  place  designated  by the  Trustees  at  the  meeting.


 

 

Participation  in  a telephone conference meeting shall constitute presence in person at such meeting.

 

SECTION 2. QUORUM AND MANNER OF ACTING. A majority of the Trustees shall be present at any regular or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by law, the Declaration or these By-Laws) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of an adjourned meeting need not be given.

 

 

ARTICLE V

COMMITTEES AND ADVISORY BOARD

SECTION 1. EXECUTIVE AND OTHER COMMITTEES. The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than three (3) Trustees to hold office at the pleasure of the Trustees which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust, and such other powers of the Trustees as the Trustees may, from time to time, delegate to the Executive Committee except those powers which by law, the Declaration or these By-Laws they are prohibited from delegating. The Trustees may also elect other Committees from time to time, the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chair of any such Committee. In the absence of such designation a Committee may elect its own Chair.

 

 

may:


SECTION 2. MEETING, QUORUM AND MANNER OF ACTING. The Trustees

 

(i)                 provide for stated meetings of any Committee;

 

(ii)               specify the manner of calling and notice required for special meetings of any Committee;

 

(iii)             specify the number of members of a Committee required to constitute a quorum and the number of members of a Committee required to exercise specified powers delegated to such Committee;

 

(iv)             authorize the making of decisions to exercise specified powers by written assent of the requisite number of members of a Committee without a meeting; and


 

 

 

(v)               authorize the members of a Committee to meet by means of a telephone conference circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other.

 

Each Committee shall keep and maintain regular minutes of its meetings and records of decisions taken without a meeting.

 

SECTION 3. ADVISORY BOARD. The Trustees may appoint an Advisory Board to consist in the first instance of not less than three (3) members. Members of such Advisory Board shall not be Trustees or officers and need not be Shareholders. A member of such Advisory Board shall hold office for such period as the Trustees may by resolution provide. Any member of such board may resign therefrom by a written instrument signed by him which shall take effect upon delivery to the Trust. The Advisory Board shall have no legal powers and shall not perform the functions of Trustees in any manner, such Advisory Board being intended merely to act in an advisory capacity. Such Advisory Board shall meet at such times and upon such notice as the Trustees may by resolution provide.

 

 

ARTICLE VI

 

OFFICERS AND CHAIR OF THE TRUSTEES

 

SECTION 1. GENERAL PROVISIONS. The officers of the Trust shall be a President, a Treasurer and a Clerk, who shall be elected by the Trustees. In addition, there shall be a Chief Compliance Officer, who shall be elected or appointed by a majority of the Trustees, including a majority of the Trustees who are not Interested Persons of the Trust (“Independent Trustees”), and otherwise in accordance with rule 38a-1 (or any successor rule) under the 1940 Act, as such rule may be amended from time to time (“Rule 38a-1”). The Trustees may elect or appoint such other officers or agents of the Trust as the business of the Trust may require, including one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, one or more Assistant Treasurers, and one or more Assistant Clerks. The Trustees may delegate to any officer of the Trust or Committee the power to appoint any subordinate officers or agents. In addition, there shall be an office of Chair of the Trustees, which shall serve on behalf of the Trustees, but shall not be an office of the Trust. The office of Chair of the Trustees may be held by more than one person. Any Chair of the Trustees shall be elected by a majority of the Trustees, including a majority of the Independent Trustees.

 

SECTION 2. TERM OF OFFICE AND QUALIFICATIONS. Except as otherwise provided by law, the Declaration or these By-Laws, the Chair of the Trustees, the President, the Treasurer, the Clerk and the Chief Compliance Officer shall hold office until his resignation has been accepted by the Trustees or until his respective successor shall have been duly elected and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. All other officers shall hold office at the pleasure of the Trustees. Any two or more offices may be held by the same person.   Any officer of the Trust may be, but none need be, a Trustee or Shareholder. Any Chair of the Trustees shall be an Independent Trustee, shall not be an officer of the Trust and may be, but need not be, a Shareholder.


 

 

SECTION 3. REMOVAL AND RESIGNATION. The Trustees, at any regular or special meeting of the Trustees, may remove any officer of the Trust with or without cause by a vote or consent of a majority of the Trustees, provided that any removal of the Chief Compliance Officer shall also require the vote or consent of a majority of the Independent Trustees and otherwise be in accordance with the provisions of Rule 38a-1. Subject to the limitation on the termination of the Chief Compliance Officer noted above, The term of any officer of the Trust that is an employee of Massachusetts Financial Services Company (or any affiliate thereof) shall terminate automatically, without action of the Trustees, upon the effective date of termination (voluntary or otherwise) of such officer's employment with MFS or applicable affiliate. Subject to the limitation on the termination of the Chief Compliance Officer noted above, the term of any officer of the Trust who is an employee of Massachusetts Financial Services Company (or any affiliate thereof) shall terminate automatically, without action of the Trustees, upon the effective date of termination (voluntary or otherwise) of such officer's employment with MFS or applicable affiliate, unless otherwise specified by the Trustees.  The Trustees may at any time remove any Chair of the Trustees with or without cause by a vote or consent of a majority of the Trustees, including a majority of the Independent Trustees. Any officer or agent appointed by any officer or Committee may be removed with or without cause by such appointing officer or Committee (subject to the provisions of Rule 38a-1 in the case of the Chief Compliance Officer). Any officer of the Trust or Chair of the Trustees may resign at any time by written instrument signed by him and delivered to the Trust. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no officer of the Trust or Chair of the Trustees resigning or removed shall have any right to any compensation for any period following his resignation or removal, or any right to damages on account of such removal.

 

SECTION 4. POWERS AND DUTIES OF THE CHAIR OF THE TRUSTEES. The

powers and duties of the Chair of the Trustees shall include (i) calling meetings of the Trustees when deemed necessary, (ii) setting the agenda for meetings of the Trustees with input from officers of the Trust and, as necessary or appropriate, the Trust’s Investment Adviser and other service providers, (iii) presiding at all meetings of the Trustees, (iv) presiding at all meetings of Shareholders, except that the Chair of the Trustees may appoint the President or another officer of the Trust to preside at such meetings in place of the Chair of the Trustees, (v) acting as a liaison between the Board of Trustees and the Trust’s officers, Investment Adviser and other service providers and (vi) exercising such other powers and duties relating to the operations of the Trustees as, from time to time, may be conferred upon or assigned to such office by the Trustees, provided that the Chair of the Trustees shall have no individual authority to act for the Trust as an officer of the Trust. In carrying out the responsibilities and duties of the office, the Chair of the Trustees may seek assistance and input from other Trustees or Committees of the Trustees, officers of the Trust and the Trust’s Investment Adviser and other service providers, as deemed necessary or appropriate. In the absence or disability of the Chair of the Trustees, a majority of the Trustees, including a majority of the Independent Trustees, shall appoint an Independent Trustee to perform the duties and exercise the powers of the Chair of the Trustees, provided that, unless and until such appointment is made, all of the Independent Trustees shall collectively perform such duties and exercise such powers.


 

 

SECTION 5. POWERS AND DUTIES OF THE PRESIDENT. Subject to the control of the Trustees, the Chair of the Trustees and any Committees of the Trustees, the President shall at all times exercise a general supervision and direction over the affairs of the Trust, including the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust. The President shall be the chief executive officer of the Trust. The President shall have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall perform such other duties as may be assigned to him from time to time by the Trustees or the Chair of the Trustees.

 

SECTION 6. POWERS AND DUTIES OF VICE PRESIDENTS. In the absence or disability of the President, the Vice President or, if there be more than one Vice President, any Vice President designated by the Trustees shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to him from time to time by the Trustees or the President.

 

SECTION 7. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall be the principal financial and accounting officer of the Trust. The Treasurer shall deliver all funds of the Trust which may come into his hands to such custodian as the Trustees may employ. The Treasurer shall render a statement of condition of the finances of the Trust to the Trustees as often as they shall require the same and shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Trustees. The Treasurer shall give a bond for the faithful discharge of his duties, if required to do so by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

 

SECTION 8. POWERS AND DUTIES OF THE CLERK. The Clerk shall keep the minutes of all meetings of the Shareholders in proper books provided for that purpose; he shall have custody of the seal of the Trust; he shall have charge of the Share transfer books, lists and records unless the same are in the charge of the Transfer Agent. He or the Secretary, if any, shall attend to the giving and serving of all notices by the Trust in accordance with the provisions of these By-Laws and as required by law; and subject to these By-Laws, he shall in general perform all duties incident to the office of Clerk and such other duties as from time to time may be assigned to him by the Trustees.


 

 

SECTION 9. POWERS AND DUTIES OF THE SECRETARY. The Secretary, if any, shall keep the minutes of all meetings of the Trustees. He shall perform such other duties and have such other powers in addition to those specified in these By-Laws as the Trustees shall from time to time designate. If there be no Secretary or Assistant Secretary, the Clerk shall perform the duties of Secretary.

 

SECTION 10. POWERS AND DUTIES OF ASSISTANT TREASURERS. In the

absence or disability of the Treasurer, any Assistant Treasurer designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Treasurer. Each Assistant Treasurer shall perform such other duties as from time to time may be assigned to him by the Trustees. Each Assistant Treasurer shall give a bond for the faithful discharge of his duties, if required to do so by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

 

SECTION 11. POWERS AND DUTIES OF ASSISTANT CLERKS. In the absence

or disability of the Clerk, any Assistant Clerk designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Clerk. The Assistant Clerks shall perform such other duties as from time to time may be assigned to them by the Trustees.

 

SECTION 12. POWERS AND DUTIES OF ASSISTANT SECRETARIES. In the

absence or disability of the Secretary, any Assistant Secretary designated by the Trustees shall perform all of the duties, and may exercise any of the powers, of the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them by the Trustees.

 

SECTION   13.   POWERS   AND   DUTIES   OF   THE   CHIEF   COMPLIANCE

OFFICER. The Chief Compliance Officer shall perform the duties and have the responsibilities of the chief compliance officer of the Trust in accordance with Rule 38a-1, and shall perform such other duties and have such other responsibilities as from time to time may be assigned to him by the Trustees. The Chief Compliance Officer shall report directly to the Trustees or a Committee of the Trustees in carrying out his functions.

 

SECTION   14.   COMPENSATION   OF   OFFICERS   AND   TRUSTEES   AND

MEMBERS OF THE ADVISORY BOARD. Subject to any applicable law or provision of the Declaration, the compensation of the officers of the Trust and Trustees (including the Chair of the Trustees) and members of the Advisory Board shall be fixed from time to time by the Trustees or, in the case of officers, by any Committee or officer upon whom such power may be conferred by the Trustees, provided that any compensation of the Chief Compliance Officer shall be approved by a majority of the Trustees, including a majority of the Independent Trustees. No officer shall be prevented from receiving such compensation as such officer by reason of the fact that he is also a Trustee.

 

 

 


 

ARTICLE VII

 FISCAL YEAR

The fiscal year of the Trust shall be as specified on Appendix A hereto, provided, however, that the Trustees may from time to time change the fiscal year of the Trust or any series.

 

 

ARTICLE

VIII SEAL

The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.

 


 

ARTICLE IX WAIVERS OF NOTICE

Whenever any notice is required to be given by law, the Declaration or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. A notice shall be deemed to have been telegraphed, cabled or wirelessed or sent by facsimile or other electronic means for the purposes of these By-Laws when it has been delivered to a representative of any telegraph, cable or wireless company with instruction that it be telegraphed, cabled or wirelessed or when a confirmation of such facsimile having been sent, or a confirmation that such electronic means has sent the notice being transmitted, is generated. Any notice shall be deemed to be given at the time when the same shall be mailed, telegraphed, cabled or wirelessed or when sent by facsimile or other electronic means.

 

 

ARTICLE X

 

SALE OF SHARES OF THE TRUST

 

The Trustees may from time to time issue and sell or cause to be issued and sold Shares for cash or other property. The Shares, including additional Shares which may have been repurchased by the Trust (herein sometimes referred to as "treasury shares"), may not be sold at a price less than the net asset value thereof (as defined in Article XI hereof) determined by or on behalf of the Trustees next after the sale is made or at some later time after such sale.

 

No Shares need be offered to existing Shareholders before being offered to others. No Shares shall be sold by the Trust (although Shares previously contracted to be sold may be issued upon payment therefor) during any period when the determination of net asset value is suspended. In connection with the acquisition by merger or otherwise of all or substantially all the assets of an investment company (whether a regulated or private investment company or a personal holding company), the Trustees may issue or cause to be issued Shares and accept in payment therefor such assets valued at not more than market value thereof in lieu of cash, notwithstanding that the federal income tax basis to the Trust of any assets so acquired may be less than the market value, provided that such assets are of the character in which the Trustees are permitted to invest the funds of the Trust.

 

 

ARTICLE XI

 

NET ASSET VALUE OF SHARES

 

The term "net asset value" per Share of any class or series of Shares shall mean: (i) the value of all assets of that series or class; (ii) less total liabilities of such series or class; (iii) divided by the number of Shares of such series or class outstanding, in each case at the time of


 

 

such determination, all as determine by or under the direction of the Trustees. Such value shall be determined on such days and at such time as the Trustees may determine. Such determination shall be made with respect to securities for which market quotations are readily available, at the market value of such securities; and with respect to other securities and assets, at the fair value as determined in good faith by or pursuant to the direction of the Trustees or a Committee thereof, provided, however, that the Trustees, without shareholder approval, may alter the method of appraising portfolio securities insofar as permitted under the 1940 Act, including use of the amortized cost method. The Trustees may delegate any powers and duties under this Article XI with respect to appraisal of assets and liabilities. At any time the Trustees may cause the value per share last determined to be determined again in a similar manner and may fix the time when such predetermined value shall become effective. Determinations of net asset value made by the Trustees or their delegates in good faith shall be binding on all parties concerned.

 

 

ARTICLE XII

DIVIDENDS AND DISTRIBUTIONS

SECTION 1. LIMITATIONS ON DISTRIBUTIONS. The total of distributions to Shareholders of a particular series or class paid in respect of any one fiscal year, subject to the exceptions noted below, shall, when and as declared by the Trustees, be approximately equal to the sum of:

 

(i)                 the net income, exclusive of the profits or losses realized upon the sale of securities or other property, of such series or class for such fiscal year, determined in accordance with generally accepted accounting principles (which, if the Trustees so determine, may be adjusted for net amounts included as such accrued net income in the price of Shares of such series or class issued or repurchased), but if the net income of such series or class exceeds the amount distributed by less than one cent per share outstanding at the record date for the final dividend, the excess shall be treated as distributable income of such series or class for the following fiscal year; and

 

(ii)               in the discretion of the Trustees, an additional amount which shall not substantially exceed the excess of profits over losses on sales of securities or other property allocated or belonging to such series or class for such fiscal year; and

 

(iii)             in the discretion of the Trustees, an additional amount from other Trust assets.

 

The decision of the Trustees as to what, in accordance with generally accepted accounting principles, is income and what is principal shall be final, and except as specifically provided herein the decision of the Trustees as to what expenses and charges of the Trust shall be charged


 

against principal and what against income shall be final, all subject to any applicable provisions of the 1940 Act. For the purposes of the limitation imposed by this Section 1, Shares issued pursuant to Section 2 of this Article XII shall be valued at the amount of cash which the Shareholders would have received if they had elected to receive cash in lieu of such Shares.

 

Inasmuch as the computation of net income and gains for federal income tax purposes may vary from the computation thereof on the books of the Trust, the above provisions shall be interpreted to give to the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes. Any payment made to Shareholders pursuant to clause (ii) and/or clause (iii) of this Section 1 shall be accompanied by a written statement showing the source or sources of such payment, and the basis of computation thereof.

 

SECTION 2. DISTRIBUTIONS PAYABLE IN CASH OR SHARES. The Trustees

shall have power, to the fullest extent permitted by the laws of The Commonwealth of Massachusetts but subject to the limitation as to cash distributions imposed by Section 1 of this Article XII, at any time or from time to time to declare and cause to be paid distributions payable at the election of any Shareholder of any series or class (whether exercised before or after the declaration of the distribution) either in cash or in Shares of such series, provided that the sum of:

 

(i)                 the cash distribution actually paid to any Shareholder, and

 

(ii)               the net asset value of the Shares which that Shareholder elects to receive, in effect at such time at or after the election as the Trustees may specify, shall not exceed the full amount of cash to which that Shareholder would be entitled if he elected to receive only cash.

 

In the case of a distribution payable in cash or Shares at the election of a Shareholder, the Trustees may prescribe whether a Shareholder, failing to express his election before a given time shall be deemed to have elected to take Shares rather than cash, or to take cash rather then Shares, or to take Shares with cash adjustment of fractions.

 

The Trustees, in their sole discretion, may cause the Trust to require that all distributions payable to a shareholder in amounts less than such amount or amounts determined from time to time by the Trustees be reinvested in additional shares of the Trust rather than paid in cash, unless a shareholder who, after notification that his distributions will be reinvested in additional shares in accordance with the preceding phrase, elects to receive such distributions in cash. Where a shareholder has elected to receive distributions in cash and the postal or other delivery service is unable to deliver checks to the shareholder's address of record, the Trustees, in their sole discretion, may cause the Trust to require that such Shareholder's distribution option be converted to having all distributions reinvested in additional shares.


 

SECTION 3. STOCK DIVIDENDS. Anything in these By-Laws to the contrary notwithstanding, the Trustees may at any time declare and distribute pro rata among the Shareholders of any series or class a "stock dividend" out of either authorized but unissued Shares of such series or class or treasury Shares of such series or class or both.

 

 

ARTICLE XIII

AMENDMENTS

These By-Laws, or any of them, may be altered, amended, repealed or restated, or new By-Laws may be adopted, at any time by the Trustees. Action by the Trustees with respect to the By-Laws shall be taken by an affirmative vote of a majority of the Trustees.

 

ARTICLE XIV

 

CLAIMS AND DISPUTES

 

Section 1. FORUM FOR ADJUDICATION OF DISPUTES.  Unless the Trust consents in writing to the selection of an alternative forum, (i) any action or proceeding brought by or on behalf of the Trust or any of the Trust’s Shareholders, (ii) any action asserting a claim against the Trust (or a series thereof), or against any trustee, officer or other employee of the Trust, whether arising under federal law, the law of any state, or the law of a non-U.S. jurisdiction, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts Business Corporation Act, the statutory or common law of the Commonwealth of Massachusetts, the Declaration or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration, these By-Laws, or any agreement on behalf of the Trust authorized thereunder, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a "Covered Action") shall be brought in the state or federal courts located within the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section.

 

If any Covered Action is filed in a court other than the state or federal courts of the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section (an “Enforcement Action”) and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.

 

If any provision or provisions of this Section shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section (including, without limitation, each portion of any sentence of this Section containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.


 

 

            Section 2. CLAIMS.    As used herein, a “direct Shareholder claim" shall refer to (i) a claim based upon alleged violations of a Shareholder’s individual rights independent of any harm to the Trust, including a Shareholder’s voting rights under Article III, rights to receive a dividend payment as may be declared from time to time, rights to inspect books and records, or other similar rights personal to the Shareholder and independent of any harm to the Trust; and (ii) a claim for which a direct shareholder action is expressly provided under the U.S. federal securities laws. Any claim asserted by a Shareholder that is not a direct Shareholder claim, including without limitation any claims purporting to be brought on behalf of the Trust or involving any alleged harm to the Trust, shall be considered a “derivative claim" as used herein.

 

a. Derivative Claims. No Shareholder shall have the right to bring or maintain any court action or other proceeding asserting a derivative claim or any claim asserted on behalf of the Trust or involving any alleged harm to the Trust without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall be excused only when the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or any series or class thereof would otherwise result, or if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, has a material personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his or her service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment adviser or underwriter, or the amount of such remuneration. Such demand shall be mailed to the Secretary of the Trust at the Trust’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 90 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of shareholders of the Trust or series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders.

 


 

Master Amended and Restated By-Laws, December 18, 2007

 

APPENDIX A

 

 

FISCAL

TRUST

YEAR END

 

MFS Municipal Income Trust

MFS Multimarket Income Trust

MFS Government Markets Income Trust

MFS Intermediate Income Trust

MFS Charter Income Trust

MFS Special Value Trust

 

10/31

10/31

11/30

10/31

11/30

10/31

 

 

EXEMPT ORDER INFO 13 NCEN_7062821140953840.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 43078

Providence, RI 02940-3078

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

December 2018

 

 

 

 

 

 

 

Distribution amount per share  

$ 0.05650

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.03122

55%

        $ 0.03122

55%

Net Realized ST Cap Gains

   0.00000

0%

 0.00000

0%

Net Realized LT Cap Gains

 0.00000

0%

 0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

 0.02528

45%

0.02528

45%

Total (per common share)

$ 0.05650

100%

       $ 0.05650

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 11-30-2018

 

 

4.81%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 11-30-2018

8.03%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 11-30-2018

 

 

 

-0.36%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 11-30-2018

 

 

 

       0.67%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-1218

EXEMPT ORDER INFO 14 NCEN_7022399018340917.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 43078

Providence, RI 02940-3078

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

May 2019

 

 

 

 

 

 

 

Distribution amount per share  

$ 0.05871

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.03169

54%

        $ 0.18446

54%

Net Realized ST Cap Gains

   0.00000

0%

 0.00000

0%

Net Realized LT Cap Gains

 0.00000

0%

 0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

 0.02702

46%

0.15982

46%

Total (per common share)

$ 0.05871

100%

       $ 0.34428

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 4-30-2019

 

 

5.61%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 4-30-2019

8.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 04-30-2019

 

 

 

8.28%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 04-30-2019

 

 

 

     3.91%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-0519

EXEMPT ORDER INFO 15 NCEN_7062675484575513.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 43078

Providence, RI 02940-3078

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

August 2019

 

 

 

 

 

 

 

Distribution amount per share  

$ 0.05983

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.02857

48%

        $ 0.27208

52%

Net Realized ST Cap Gains

   0.00000

0%

 0.00000

0%

Net Realized LT Cap Gains

 0.00000

0%

 0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

 0.03126

52%

0.24976

48%

Total (per common share)

$ 0.05983

100%

       $ 0.52184

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 7-31-2019

 

 

6.26%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 7-31-2019

7.99%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 7-31-2019

 

 

 

12.90%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 7-31-2019

 

 

 

     5.80%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-0819

EXEMPT ORDER INFO 16 NCEN_7047307383004851.htm  

 

 

 

 

 

 

 

 

 

 

 

 

 

MFS® Charter Income Trust

 

 

 

 

 

 

P.O. Box 43078

Providence, RI 02940-3078

Notice to shareholders    Source of distribution

 

 

 

 

 

 

 

 

 

 

 

Distribution period  

April 2019

 

 

 

 

 

 

 

Distribution amount per share  

$ 0.05817

 

 

 

 

 

 

 

 

The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year to date from the following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. The fund’s fiscal year begins each December 1st.  All amounts are expressed per common share.

 

 

 

 

 

 

Total cumulative distributions for the fiscal year to date

% Breakdown of the total cumulative distributions for the fiscal year to date

 

 

Current distribution

% Breakdown of current distribution

 

 

Net Investment Income

$ 0.03143

54%

        $ 0.15330

54%

Net Realized ST Cap Gains

   0.00000

0%

 0.00000

0%

Net Realized LT Cap Gains

 0.00000

0%

 0.00000

0%

 

 

 

 

 

 

 

 

 

 

 

Return of Capital or

Other Capital Source

 0.02674

46%

0.13227

46%

Total (per common share)

$ 0.05817

100%

       $ 0.28557

100%

 

 

 

 

 

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the five years ended 3-31-2019

 

 

5.57%

 

Annualized current distribution rate expressed as a percentage of month end NAV as of 3-31-2019

7.94%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative total return (in relation to NAV) for the fiscal year through 03-31-2019

 

 

 

7.25%

 

 

Cumulative fiscal year distributions as a percentage of NAV as of 03-31-2019

 

 

 

     3.25%

 

 

 

 

 

 

 

 

 

 

 

 

 

You should not draw any conclusions about the fund's investment performance from the amount of this distribution or from the terms of the fund's managed distribution plan.

 

The fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital distribution does not necessarily reflect the fund's investment performance and should not be confused with "yield" or "income."

 

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax-reporting purposes. The actual amounts and sources of the amounts for tax-reporting purposes will depend upon the fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

If you have any questions regarding this information, please call our fund service department at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time.

 

                                   

 

 

                                                                                                                                                                                         MCRSN-0419