MFS Municipal Income Trust reports JPMorgan Chase Bank holds 2,241 Remarketable Variable Rate MuniFund Term Preferred Shares (Series 2051), representing 100.00% of that preferred class. The filing details voting and disposition arrangements: JPM retains shared voting power of 2,241 shares through a Voting Trust and retains sole dispositive power for the same amount. It also discloses that 967 RVMTP Shares were deposited into a tender option bond trust on August 16, 2024 and that 1,274 RVMTP Shares were received via a cashless exchange in a reorganization of related funds. The disclosure is signed by an authorized JPM representative on July 1, 2026.
Positive
None.
Negative
None.
Insights
JPMorgan's filing documents concentrated preferred-share ownership with delegated voting through a Voting Trust.
The filing shows 2,241 RVMTP Shares representing 100.00% of the preferred class and records that shared voting power was assigned to a Voting Trust established July 20, 2021. The Voting Trustee follows recommendations from a Voting Consultant when casting votes.
Key dependencies include the Voting Trust arrangement and TOB placements: 967 shares were deposited to a TOB on August 16, 2024, while other trust holdings reflect the issuer reorganization. Subsequent filings would report any changes in voting or disposition authority.
The filing documents beneficial ownership, trust placements, and a cashless exchange across related funds.
The disclosure describes that 1,274 RVMTP Shares were exchanged into the Issuer via a cashless reorganization and that several blocks of shares are held in named TOB trusts where JPM retains indirect beneficial interests. The TOB holds title but not dispositive power over 967 deposited shares.
Implications are procedural: cash‑flow treatment and resale mechanics are not detailed here; further filings could clarify whether these trust placements affect vote timing or potential transfers.
Key Figures
Beneficial ownership:2,241 sharesPercent of class:100.00%TOB deposit:967 shares+3 more
6 metrics
Beneficial ownership2,241 sharesAmount beneficially owned; Series 2051 preferred
Percent of class100.00%Percentage ownership of RVMTP Shares as reported
TOB deposit967 sharesDeposited into J.P. Morgan Putters/Drivers, Series 5072 Trust on August 16, 2024
Cashless exchange1,274 sharesExchanged into the Issuer from CXE/CMU/CXH during reorganization
CUSIP552738700CUSIP for Series 2051 RVMTP Shares
Filing signature date07/01/2026Signed by authorized JPM representative
Key Terms
Remarketable Variable Rate MuniFund Term Preferred (RVMTP), Voting Trust, Tender Option Bond trust (TOB), Cashless exchange
4 terms
Remarketable Variable Rate MuniFund Term Preferred (RVMTP)financial
"Title: Remarketable Variable Rate MuniFund Term Preferred Shares, Series 2051"
Voting Trustregulatory
"Voting Trust Agreement, dated July 20, 2021 among JPM, Glass, Lewis & Co., LLC, as trustee"
A voting trust is an arrangement where shareholders temporarily transfer their voting rights to one or more trusted individuals (trustees) who vote on company matters on their behalf. It matters to investors because it consolidates decision-making power—like handing the car keys to a single driver for a journey—which can stabilize leadership or push through strategic plans but also reduces individual shareholders’ direct influence and can affect the company’s direction and stock value.
Tender Option Bond trust (TOB)financial
"JPM deposited the 967 RVMTP Shares into a tender option bond trust named the J.P. Morgan Putters/Drivers, Series 5072 Trust"
Cashless exchangefinancial
"were exchanged for an equal number of RVMTP Shares of the Issuer in a cashless transaction"
Who owns the Series 2051 preferred shares of MFS Municipal Income Trust (MFM)?
JPMorgan Chase Bank beneficially owns 2,241 Series 2051 RVMTP Shares, representing 100.00% of that preferred class. The percentage is calculated based on information provided by the issuer and appears in the ownership section.
What voting rights does JPMorgan Chase Bank report for these preferred shares?
JPMorgan reports shared voting power over 2,241 RVMTP Shares with no sole voting power. A Voting Trust, created July 20, 2021, plus a Voting Consultant and Voting Trustee govern recommendations and the Trustee follows consultant recommendations.
Were any Series 2051 shares placed into a tender option bond trust?
Yes. On August 16, 2024 JPM deposited 967 RVMTP Shares into the J.P. Morgan Putters/Drivers, Series 5072 TOB. The TOB holds title but does not have power to dispose of those shares, per the filing.
Did JPMorgan receive RVMTP Shares from a fund reorganization?
Yes. As part of a reorganization, 1,274 RVMTP Shares were exchanged into the Issuer in a cashless transaction, comprised of contributions from three target funds (692, 330, and 252 shares respectively).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
MFS Municipal Income Trust
(Name of Issuer)
Remarketable Variable Rate MuniFund Term Preferred Shares, Series 2051
(Title of Class of Securities)
552738700
(CUSIP Number)
06/08/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
552738700
1
Names of Reporting Persons
JPMorgan Chase Bank, National Association
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,241.00
7
Sole Dispositive Power
2,241.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,241.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
100.00 %
12
Type of Reporting Person (See Instructions)
BK
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
MFS Municipal Income Trust
(b)
Address of issuer's principal executive offices:
111 Huntington Avenue, 24th Floor, Boston, MA 02199
Item 2.
(a)
Name of person filing:
JPMorgan Chase Bank, National Association ("JPM")
(b)
Address or principal business office or, if none, residence:
1111 Polaris Parkway Columbus, OH 43240
(c)
Citizenship:
United States of America
(d)
Title of class of securities:
Remarketable Variable Rate MuniFund Term Preferred Shares, Series 2051
(e)
CUSIP No.:
552738700
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
2,241
(b)
Percent of class:
100.00%*
*Represents percentage ownership of RVMTP Shares as a percentage of all preferred shares outstanding and is calculated based on information supplied by the Issuer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,241**
** On July 20, 2021 JPM assigned certain preferred class voting rights on the RVMTP Shares to a voting trust (the "Voting Trust") created pursuant to the Voting Trust Agreement, dated July 20, 2021 among JPM, Glass, Lewis & Co., LLC, as trustee (the "Voting Trustee") and as voting consultant (the "Voting Consultant"). Voting and consent rights on the RVMTP Shares not assigned to the Voting Trust have been retained by JPM. The Voting Trust provides that with respect to voting or consent matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting or consent matters and makes a recommendation to the Voting Trustee on voting or consenting. The Voting Trustee is obligated to follow any such recommendations of the Voting Consultant when providing a vote or consent.
(iii) Sole power to dispose or to direct the disposition of:
2,241
(iv) Shared power to dispose or to direct the disposition of:
0
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
On August 16, 2024 JPM deposited the 967 RVMTP Shares into a tender option bond trust (a "TOB") named the J.P. Morgan Putters/Drivers, Series 5072 Trust. The TOB has title to 100% of the RVMTP Shares but does not have the power to dispose or direct the disposition of the RVMTP Shares. No voting rights on the RVMTP Shares have been transferred to the TOB and voting rights on the RVMTP Shares are retained by JPM and the Voting Trust as described in Item 4.
In connection with the reorganization of MFS High Income Municipal Trust ("CXE"), MFS High Yield Municipal Trust ("CMU"), and MFS Investment Grade Municipal Trust ("CXH") (CXE, CMU, and CXH collectively, the "Target Funds") into the Issuer, 1,274 RVMTP Shares comprised of 692 RVMTP Shares issued by CXE, 330 RVMTP Shares issued by CMU, and 252 RVMTP Shares issued by CXH, each of which was indirectly beneficially owned by JPM were exchanged for an equal number of RVMTP Shares of the Issuer in a cashless transaction. 692 RVMTP Shares are held in a trust designated as the J.P. Morgan Taxable Putters/Taxable Drivers, Series 5073 Trust, 330 RVMTP Shares are held in a trust designated as the J.P. Morgan Taxable Putters/Taxable Drivers, Series 5074 Trust, and 252 RVMTP Shares are held in a trust designated as the J.P. Morgan Taxable Putters/Taxable Drivers, Series 5075 Trust. JPM as a beneficiary of each of these trusts, and through its contractual rights, retains an indirect beneficial ownership in the RVMTP Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
