MFS Intermediate Income Trust : Notice of the 2022 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 2022 Annual Meeting of Shareholders

To be held on October 6, 2022

The 2022 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 111 Huntington Avenue, Boston, Massachusetts 02199, at 10:30 a.m. (Eastern Time) on Thursday, October 6, 2022, 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, Maureen R. Goldfarb, Maryanne L. Roepke, and Laurie J. Thomsen, 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, Maureen R. Goldfarb and Maryanne L. Roepke, 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 26, 2022.

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 29, 2022 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 26, 2022

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 6, 2022 at 111 Huntington Avenue, Boston, Massachusetts 02199, for the purposes set forth in the accompanying Notice of the 2022 Annual Meeting of Shareholders (the "Notice"). 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 delivered at a Meeting.

On July 29, 2022, the following number of shares was outstanding for each Trust:

	# of Common	# of Preferred
Trust	Shares Outstanding	Shares Outstanding
MFS Charter Income Trust	44,115,983	N/A
MFS Government Markets Income Trust	32,597,393	N/A
MFS High Income Municipal Trust	31,525,773	975
MFS High Yield Municipal Trust	28,325,314	750
MFS Intermediate High Income Fund	19,397,581	N/A
MFS Intermediate Income Trust	115,651,860	N/A
MFS Investment Grade Municipal Trust	9,110,245	488
MFS Multimarket Income Trust	60,061,583	N/A
MFS Municipal Income Trust	41,187,631	1,138
MFS Special Value Trust	7,300,934	N/A

Shareholders of record at the close of business on July 29, 2022 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 26, 2022. 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 on a proportional basis 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 $38,559 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 6, 2022.

The proxy statement is available at www.mfs.com. If you elect to vote in person, directions to the meetings in order to vote in person are available by telephoning toll-free(800) 225-2606. If your shares are held by your broker, in order to vote in person at the Meeting, you will need to obtain a "Legal Proxy" from your broker and present it to the Inspector of Election at the Meeting. 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 Maureen R. Goldfarb,	Common Shareholders of:
	Maryanne L. Roepke, and Laurie J.	MFS Charter Income Trust
	Thomsen as 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 Maureen R. Goldfarb and	Common and Preferred Shareholders of:
	Maryanne L. Roepke as Trustees of the	MFS High Income Municipal Trust
	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

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

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"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 10 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 Trust 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.

Effective as of the election and qualification of the nominees at the 2022 Annual Meeting of Shareholders, the Board has fixed the number of Trustees of each Trust at 10. Under the provisions of each Trust's Declaration of Trust, the Trustees are divided into three classes, each having a term of three years.1 Under

1 For the MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust, two Trustees are solely elected by the holders of the preferred shares of each Fund for a one-year term.

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