MFS Charter Income Trust : Notice of the 2020 Annual Meeting of Shareholders

MFS® CHARTER INCOME TRUST

MFS® GOVERNMENT MARKETS INCOME TRUST

MFS® HIGH INCOME MUNICIPAL TRUST MFS® HIGH YIELD MUNICIPAL TRUST MFS® INTERMEDIATE HIGH INCOME FUND MFS® INTERMEDIATE INCOME TRUST

MFS® INVESTMENT GRADE MUNICIPAL TRUST

MFS® MULTIMARKET INCOME TRUST

MFS® MUNICIPAL INCOME TRUST

MFS® SPECIAL VALUE TRUST

111 Huntington Avenue, Boston, Massachusetts 02199

Notice of the 2020 Annual Meeting of Shareholders

To be held on October 1, 2020

The 2020 Annual Meeting of Shareholders (the "Meeting") of each of the above referenced trusts (each, a "Trust" or "Fund" and collectively, the "Trusts" or "Funds") will be held at 10:30 a.m. (Eastern Time) on Thursday, October 1, 2020, for the following purposes:

ITEM 1. To elect Trustees to the Board of Trustees of each Trust as outlined below:

1. for each of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Multimarket Income Trust, and MFS Special Value Trust:
2. 1. three Trustees, Steven E. Buller, Peter D. Jones, and John P. Kavanaugh, to be elected by common shareholders of each Trust; and
3. for each of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust:
4. 1. two Trustees, Steven E. Buller and Peter D. Jones, to be elected by common and preferred shareholders of each Trust, voting together as a single class; and
   2. two Trustees, John P. Kavanaugh and Laurie J. Thomsen, to be elected by preferred shareholders only, voting as a separate class; and

ITEM 2. To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.

This notice and the related proxy materials are being mailed to Shareholders on or about August 20, 2020.

In light of public health concerns regarding the coronavirus ("COVID-19") pandemic, the Meeting will be held in virtual meeting format only. The Meeting will be accessible in real time, solely by means of remote audio communication. You will not be able to attend the Meeting in person.

You will be able to attend and participate in the Meeting online, vote your shares electronically and submit your questions by visiting www.meetingcenter.io/252584389 at the meeting date and time described in the accompanying proxy statement. The password for the Meeting is MFS2020. You must enter the control number found on your proxy card. If you have lost or misplaced your control number and security code, please email Computershare Fund Services, the Trust's proxy solicitor ("Computershare") at

[e-mail] (include your full name, street address, city, state & zip code) to verify your identity and obtain your control number and security code. You may vote during the Meeting by following the instructions available on the Meeting website during the Meeting.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to participate in the Meeting. To register you must submit proof of your proxy power ("Legal Proxy") reflecting your trust holdings along with your name and email address to Computershare. You may forward an email from your intermediary or attach an image of your Legal Proxy to [e-mail]. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on September 28, 2020. You will receive a confirmation email from Computershare of your registration and a control number that will allow you to vote at the Meeting.

THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE IN

FAVOR OF ITEM 1.

It is anticipated that each Trust will hold its Meeting simultaneously with each other Trust. Shareholders of each Trust will vote separately on each item.

Only a Trust's shareholders of record as of the close of business on July 31, 2020 will be entitled to receive notice of and to vote at that Trust's Meeting or any adjournment(s) or postponement(s) thereof.

By order of the Board of Trustees

CHRISTOPHER R. BOHANE

Assistant Secretary and Assistant Clerk

August 20, 2020

YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND RETURNING THE ENCLOSED PROXY SO THAT IT IS RECEIVED BY THE DATE OF THE MEETING OR RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET BY 10:00 A.M., EASTERN TIME, ON THE DATE OF THE MEETING, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR EACH TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.

MFS® CHARTER INCOME TRUST

MFS® GOVERNMENT MARKETS INCOME TRUST

MFS® HIGH INCOME MUNICIPAL TRUST MFS® HIGH YIELD MUNICIPAL TRUST MFS® INTERMEDIATE HIGH INCOME FUND MFS® INTERMEDIATE INCOME TRUST

MFS® INVESTMENT GRADE MUNICIPAL TRUST

MFS® MULTIMARKET INCOME TRUST

MFS® MUNICIPAL INCOME TRUST

MFS® SPECIAL VALUE TRUST

Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Trustees of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Investment Grade Municipal Trust, MFS Multimarket Income Trust, MFS Municipal Income Trust, and MFS Special Value Trust, (each, a "Trust" or "Fund" and collectively, the "Trusts" or "Funds") to be used at the Meeting of Shareholders of each Trust (each, a "Meeting") to be held at 10:30 a.m. (Eastern Time) on October 1, 2020 for the purposes set forth in the accompanying Notice of the 2020 Annual Meeting of Shareholders (the "Notice"). In light of public health concerns regarding the coronavirus ("COVID-19") pandemic, the Meeting will be held in virtual meeting format only. The Meeting will be accessible in real time, solely by means of remote audio communication. You will not be able to attend the Meeting in person. To participate in the Meeting at www.meetingcenter.io/252584389, you must enter the Meeting password: MFS2020. You must enter the control number found on your proxy card. You may vote during the Meeting by following the instructions available on the Meeting website during the Meeting. Information regarding the Board of Trustees can be found in the section of this Proxy Statement entitled "Election of Trustees." If the enclosed form of proxy is executed and returned, it may nevertheless be revoked prior to its exercise by a signed writing filed with the proxy tabulation agent, Computershare Trust Company, N.A. ("Computershare"), c/o Proxy Tabulator, PO Box 80800, Louisville, KY, 40233-9890, or by voting in person (virtually) at the Meeting. However, virtual attendance at the Meeting, by itself, will not revoke a previously submitted proxy.

On July 31, 2020, the following number of shares was outstanding for each Trust:

	# of Common	# of Preferred
Trust	Shares Outstanding	Shares Outstanding
MFS Charter Income Trust	44,314,972	N/A
MFS Government Markets Income Trust	32,586,290	N/A
MFS High Income Municipal Trust	31,521,549	3,900
MFS High Yield Municipal Trust	28,325,314	3,000
MFS Intermediate High Income Fund	19,260,194	N/A
MFS Intermediate Income Trust	115,930,528	N/A
MFS Investment Grade Municipal Trust	9,110,245	1,950
MFS Multimarket Income Trust	61,334,735	N/A
MFS Municipal Income Trust	41,187,631	4,550
MFS Special Value Trust	7,215,413	N/A

Shareholders of record at the close of business on July 31, 2020 will be entitled to one vote for each share held, and each fractional share will be entitled to a proportionate fractional vote. Each Trust will vote separately on each item; votes of multiple Trusts will not be aggregated.

The mailing address of each Trust is 111 Huntington Avenue, Boston, Massachusetts 02199. Solicitation of proxies is being made by the mailing of the Notice and this Proxy Statement with its enclosures on or about August 20, 2020. In addition to soliciting proxies by mail, the Trustees of your Trust and employees of Massachusetts Financial Services Company ("MFS"), your Trust's investment adviser and administrator, may solicit proxies in person or by telephone. The expenses of the preparation of proxy statements and related materials, including printing and delivery costs, and vote solicitation are borne by each Trust.

The Trusts have engaged Computershare to provide solicitation and voting tabulation services. It is anticipated that the cost of these services will be $38,794 and may increase substantially in the event that any proposal is contested or increased solicitation efforts are required.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meetings To Be Held on October 1, 2020.

The proxy statement is available at www.mfs.com. If your shares are held by your broker, you must register in advance to participate and vote in the Meeting. To register, you must submit a Legal Proxy reflecting your trust holdings from your broker, along with your name and email address to Computershare. You may forward an email from your intermediary or attach an image of your Legal Proxy to [e-mail]. Also, in order to revoke your proxy, you may need to forward your written revocation or a later-dated proxy card to your broker rather than to the Fund.

Summary of Items

Item No.	Item Description	Trust
1.a.(i)	Election of Steven E. Buller, Peter D. Jones,	Common Shareholders of:
	and John P. Kavanaugh as Trustees of the	MFS Charter Income Trust
	Trust	MFS Government Markets Income Trust
		MFS Intermediate High Income Fund
		MFS Intermediate Income Trust
		MFS Multimarket Income Trust
		MFS Special Value Trust
1.b.(i)	Election of Steven E. Buller and Peter D.	Common and Preferred Shareholders of:
	Jones as Trustees of the Trust	MFS High Income Municipal Trust
		MFS High Yield Municipal Trust
		MFS Investment Grade Municipal Trust
		MFS Municipal Income Trust
1.b.(ii)	Election of John P. Kavanaugh and	Preferred Shareholders of:
	Laurie J. Thomsen as Trustees of the Trust	MFS High Income Municipal Trust
		MFS High Yield Municipal Trust
		MFS Investment Grade Municipal Trust
		MFS Municipal Income Trust

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