0000912938-15-000249.txt : 20150625
0000912938-15-000249.hdr.sgml : 20150625
20150625143054
ACCESSION NUMBER: 0000912938-15-000249
CONFORMED SUBMISSION TYPE: NSAR-A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20150430
FILED AS OF DATE: 20150625
DATE AS OF CHANGE: 20150625
EFFECTIVENESS DATE: 20150625
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MFS INTERMEDIATE INCOME TRUST
CENTRAL INDEX KEY: 0000826735
IRS NUMBER: 000000000
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: NSAR-A
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-05440
FILM NUMBER: 15951545
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 MULTI GOVERNMENT INTERMEDIATE TRUST
DATE OF NAME CHANGE: 19880308
FORMER COMPANY:
FORMER CONFORMED NAME: INTERNATIONAL GOVERNMENT INCOME TRUST
DATE OF NAME CHANGE: 19880211
NSAR-A
1
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SIGNATURE KINO CLARK
TITLE ASSISTANT TREASURER
EX-99.77Q1 OTHR EXHB
2
q771a.txt
SWInitialSave-1
- 17
-
1009999v2
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)
- 17
-
1009999v2
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 timeCityBoston, PostalCodeplaceCounty of PlaceNameSuffolk.
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 StateplaceMassachusetts 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 (10[th]) 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 (10[th]) 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.
SECTION 2. MEETING, QUORUM AND MANNER OF ACTING. The Trustees may:
(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. 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
TIMECITYPLACESALE 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.
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Master Amended and Restated By-Laws, December 18, 2007
APPENDIX A
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| |FISCAL |
|TRUST |YEAR END|
----------------------------------------------
| | |
|MFS MUNICIPAL INCOME TRUST |10/31 |
|MFS MULTIMARKET INCOME TRUST |10/31 |
|MFS GOVERNMENT MARKETS INCOME TRUST|11/30 |
|MFS INTERMEDIATE INCOME TRUST |10/31 |
|MFS CHARTER INCOME TRUST |11/30 |
|MFS SPECIAL VALUE TRUST |10/31 |
| | |
----------------------------------------------
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