MFS Intermediate Income Trust : Notice of the 2021 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 2021 Annual Meeting of Shareholders

To be held on October 7, 2021

The 2021 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 7, 2021, 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, John A. Caroselli, James W. Kilman, Jr., and Clarence Otis, Jr., 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. three Trustees, John A. Caroselli, James W. Kilman, Jr., and Clarence Otis, Jr., 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 27, 2021.

In light of public health concerns regarding the coronavirus ("COVID-19") pandemic and taking into account related orders and guidance issued by federal, state and local governmental bodies, the Board of Trustees of each Trust has determined that 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 Meetings.computershare.com/MMH9JLY at the meeting date and time

described in the accompanying proxy statement. 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 October 4, 2021. 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 30, 2021 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 27, 2021

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 7, 2021 for the purposes set forth in the accompanying Notice of the 2021 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 Meetings.computershare.com/MMH9JLY.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 30, 2021, the following number of shares was outstanding for each Trust:

	# of Common	# of Preferred
Trust	Shares Outstanding	Shares Outstanding
MFS Charter Income Trust	44,401,679	N/A
MFS Government Markets Income Trust	32,586,290	N/A
MFS High Income Municipal Trust	31,523,668	975
MFS High Yield Municipal Trust	28,325,314	750
MFS Intermediate High Income Fund	19,317,322	N/A
MFS Intermediate Income Trust	115,961,553	N/A
MFS Investment Grade Municipal Trust	9,110,245	488
MFS Multimarket Income Trust	60,328,568	N/A
MFS Municipal Income Trust	41,187,631	1,138
MFS Special Value Trust	7,259,384	N/A]

Shareholders of record at the close of business on July 30, 2021 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 27, 2021. 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 $38,228 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 7, 2021.

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 John A. Caroselli, James W.	Common Shareholders of:
	Kilman, Jr., and Clarence Otis, Jr. as	MFS Charter Income Trust
	Trustees of the 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 John A. Caroselli, James W.	Common and Preferred Shareholders of:
	Kilman, Jr., and Clarence Otis, Jr. as	MFS High Income Municipal Trust
	Trustees of the 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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ITEM 1 - ELECTION OF TRUSTEES

The Board of Trustees (the "Board"), which oversees each Trust, provides broad supervision over the affairs of each Trust. Those Trustees who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act") of your Trust or of MFS are referred to as "Independent Trustees" throughout this Proxy Statement. MFS is responsible for the investment management of each Trust's assets and for providing a variety of other administrative services to each Trust. The officers of each Trust are responsible for its operations.

The Board currently consists of 11 Trustees, nine of whom are Independent Trustees. An Independent Trustee serves as Chair of the Board. Taking into account the number, the diversity and the complexity of the MFS Funds (as defined below) overseen by the Board and the aggregate amount of assets under management in the Trusts, the Board has determined that the efficient conduct of its affairs makes it desirable to delegate responsibility for certain specific matters to Committees of the Board. Each of the seven standing Committees of the Board, to which the Board has delegated certain authority and oversight responsibilities, consists exclusively of Independent Trustees. In connection with each of the Board's regular meetings, the Independent Trustees meet separately from MFS with their counsel. The Independent Trustees also meet regularly with the Trusts' Chief Compliance Officer (who is also MFS' Chief Compliance Officer) to receive reports regarding the compliance of the Trusts with the federal securities laws and the Trusts' compliance policies and procedures. The Board reviews its leadership structure periodically and believes that its structure is appropriate to enable the Board to exercise its oversight of the Trusts.

The Trusts have retained MFS as their investment adviser and administrator. MFS provides the Trusts with investment advisory services, and is responsible for day-to-day administration of the Trusts and management of the risks that arise from the Trusts' investments and operations. Certain employees of MFS serve as the Trusts' officers, including the Trusts' principal executive officer and principal financial and accounting officer. The Board provides oversight of the services provided by MFS and its affiliates, including the risk management activities of MFS and its affiliates (including those related to cyber security). In addition, each Committee of the Board provides oversight of its risk management activities with respect to the particular activities within the Committee's purview. In the course of providing oversight, the Board and the Committees receive a wide range of reports on the Trusts' activities, including reports on each Trust's investment portfolio, the compliance of the Trusts with applicable laws, and the Funds' financial accounting and reporting. The Board also meets periodically with the portfolio managers of each Trusts to receive reports regarding the management of each Trust, including its investment risks. The Board and the relevant Committees meet periodically with MFS' Chief Enterprise Risk Officer and MFS' Chief Investment Risk Officer to receive reports on MFS' and its affiliates' risk management activities, including their efforts to (i) identify key risks that could adversely affect the Trusts or MFS; (ii) implement processes and controls to mitigate such key risks; and (iii) monitor business and market conditions in order to facilitate the processes described in (i) and (ii) above. In addition, the Board and the relevant Committees oversee risk management activities related to the key risks associated with services provided by various non-affiliated service providers through the receipt of reports prepared by MFS, and, in certain circumstances, through the receipt of reports directly from service providers, such as in the case of each Trust's auditor, custodian, and pricing service providers. As the Trusts' operations are carried out by service providers, the Board's oversight of the risk management processes of the service providers, including processes to address cyber security and other operational failures, is inherently limited.

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