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