UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05440

MFS INTERMEDIATE INCOME TRUST

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199 (Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111Huntington Avenue Boston, Massachusetts 02199

(Name and address of agents for service)

Registrant’s telephone number, including area code: (617) 954-5000

Date of fiscal year end: October 31

Date of reporting period: October 31, 2024

ITEM 1. REPORTS TO STOCKHOLDERS.

Item 1(a):


Annual Report
October 31, 2024
MFS®  Intermediate
Income Trust
MIN-ANN

MANAGED DISTRIBUTION POLICY DISCLOSURE
The MFS Intermediate Income Trust’s (the fund) Board of Trustees adopted a managed distribution policy. The fund seeks to pay monthly distributions based on an annual rate of 8.50% of the fund’s average monthly net asset value. The primary purpose of the managed distribution policy is to provide shareholders with a constant, but not guaranteed, fixed rate of distribution each month. You should not draw any conclusions about the fund’s investment performance from the amount of the current distribution or from the terms of the fund’s managed distribution policy. The Board may amend or terminate the managed distribution policy at any time without prior notice to fund shareholders. The amendment or termination of the managed distribution policy could have an adverse effect on the market price of the fund’s shares.
With each distribution, the fund will issue a notice to shareholders and an accompanying press release which will provide detailed information regarding the amount and composition of the distribution and other related information. The amounts and sources of distributions reported in the notice to shareholders are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the fund’s investment experience during its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes. Please refer to “Tax Matters and Distributions” under Note 2 of the Notes to Financial Statements for information regarding the tax character of the fund’s distributions.
Under a managed distribution policy the fund may at times distribute more than its net investment income and net realized capital gains; therefore, a portion of your distribution may result in a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. Any such returns of capital will decrease the fund’s total assets and, therefore, could have the effect of increasing the fund’s expense ratio. In addition, in order to make the level of distributions called for under its managed distribution policy, the fund may have to sell portfolio securities at a less than opportune time. A return of capital does not necessarily reflect the fund’s investment performance and should not be confused with ‘yield’ or ‘income’. The fund’s total return in relation to changes in net asset value is presented in the Financial Highlights.

MFS® Intermediate
Income Trust
New York Stock Exchange Symbol: MIN
    

back cover
    
NOT FDIC INSURED  •  MAY LOSE VALUE  •  NO BANK GUARANTEE


Portfolio Composition
Portfolio structure at value (v)
Portfolio structure reflecting equivalent exposure of derivative positions (i)
 
Fixed income sectors (i)
U.S. Treasury Securities 53.2%
Investment Grade Corporates 52.9%
Municipal Bonds 4.7%
Asset-Backed Securities 2.7%
Commercial Mortgage-Backed Securities 2.3%
Collateralized Loan Obligations 2.1%
Residential Mortgage-Backed Securities 1.8%
Emerging Markets Bonds 1.5%
Mortgage-Backed Securities 1.5%
High Yield Corporates 0.9%
Non-U.S. Government Bonds 0.4%
U.S. Government Agencies (o) 0.0%
Composition including fixed income credit quality (a)(i)
AAA 8.0%
AA 4.4%
A 16.8%
BBB 37.6%
BB 1.6%
CC 0.9%
U.S. Government 26.8%
Federal Agencies 1.5%
Not Rated 26.4%
Cash & Cash Equivalents 2.4%
Other (q) (26.4)%
Portfolio facts
Average Duration (d) 3.7
Average Effective Maturity (m) 3.8 yrs.
 
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Portfolio Composition - continued
(a) For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 rating agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. If none of the 4 rating agencies listed above rate the security, but the security is rated by the Kroll Bond Rating Agency (KBRA), then the KBRA rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities.
Not Rated includes fixed income securities and fixed income derivatives that have not been rated by any rating agency. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.
(d) Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. The Average Duration calculation reflects the impact of the equivalent exposure of derivative positions, if any. 
(i) For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.
(m) In determining each instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening feature (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.
(o) Less than 0.1%.
(q) For purposes of this presentation, Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.
(v) For purposes of this presentation, market value of fixed income and/or equity derivatives, if any, is included in Cash & Cash Equivalents.
Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of October 31, 2024.
The portfolio is actively managed and current holdings may be different.
2

Management Review
Summary of Results
For the twelve months ended October 31, 2024, shares of the MFS Intermediate Income Trust (fund) provided a total return of 9.35%, at net asset value, and a total return of 15.71%, at market value. This compares with a return of 8.20% for the fund’s benchmark, the Bloomberg U.S. Intermediate Government/Credit Bond Index (Bloomberg Index).
The performance commentary below is based on the net asset value performance of the fund, which reflects the performance of the underlying pool of assets held by the fund. The total return at market value represents the return earned by owners of the shares of the fund, which are traded publicly on the exchange.
Market Environment
With inflation subsiding, global central banks in recent months have changed gears, focusing more on supporting economic growth. In the United States, the U.S. Federal Reserve has eased interest rates 0.75% since September after several months of softer labor market data. In the eurozone, the European Central Bank lowered rates a total of 0.75% beginning in June as inflation fell back to target and growth nearly stalled. China recently loosened monetary policy and ramped up fiscal stimulus after a period of subpar growth amid ongoing weakness in the country’s property market and flagging business and consumer sentiment. 
Global equity markets have performed strongly, with several themes playing out at once. The most prominent has been continued investment in artificial intelligence, helping boost the share prices of a handful of mega-cap technology stocks. Enormous demand for GLP-1 weight-loss medications is another trend. A renewed focus on corporate governance, and greater attention paid to shareholder returns, helped boost share prices in Japan. Corporate earnings have been strong, but tighter labor markets, the potential for higher input costs due to deglobalization, and the likelihood that interest rates and inflation will remain more elevated than in the pre-pandemic period, could weigh on margins in the future.
Heightened geopolitical uncertainty continues to linger as Russia and Ukraine fight a seeming war of attrition while Israel continues to do battle with Iranian-backed proxy groups as well as withstanding several missile attacks from Iran itself, leading to bouts of market volatility and fears of energy disruptions. Equity markets reacted favorably to the result of the U.S. presidential election, appearing to anticipate a low-tax, pro-growth, lighter regulatory touch from a second Trump administration, however, rates markets seem wary of a potential erosion of the U.S. government’s fiscal footing.
Factors Affecting Performance
Relative to the Bloomberg Index, the fund’s underweight allocation to the treasury sector, and overweight exposure to both the financial institutions and industrials sectors, contributed to relative performance. Bond selection within the industrials sector, particularly within “BBB” rated(r) securities, further strengthened relative returns.
Conversely, bond selection within the financial institutions sector weakened the fund’s relative results.
3

Management Review - continued
The fund has a managed distribution policy, the primary purpose of which is to provide shareholders with a constant, but not guaranteed, fixed rate of distribution each month. This policy had no material impact on the fund's investment strategies during its most recent fiscal year. The level of distributions paid by the fund pursuant to its managed distribution policy may cause the fund's net asset value (NAV) per share to decline more so than if the policy were not in place, including if distributions are in excess of fund returns. However, the adviser believes the policy may benefit the fund’s market price and premium/discount to the fund’s NAV. For the twelve months ended October 31, 2024, the tax character of dividends paid pursuant to the managed distribution policy includes an ordinary income distribution of $10,586,303 and a tax return of capital distribution of $17,058,539. See “Managed Distribution Policy Disclosure” in the inside cover page of this Annual Report for additional details regarding the policy and related implications for the fund and shareholders.
Respectfully,
Portfolio Manager(s)
Geoffrey Schechter, Alexander Mackey, and Jake Stone
Note to Shareholders: Geoffrey Schechter has announced his intention to retire effective September 30, 2025, and he will no longer be a portfolio manager of the fund as of that date.
(r) Securities rated “BBB”, “Baa”, or higher are considered investment grade; securities rated “BB”, “Ba”, or below are considered non-investment grade. Ratings are assigned to underlying securities utilizing ratings from Moody's, Fitch, and Standard & Poor's and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 rating agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. If none of the 4 rating agencies listed above rate the security, but the security is rated by the Kroll Bond Rating Agency (KBRA), then the KBRA rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities that are not rated by any of the rating agencies, the security is considered Not Rated.
(y) A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4

Performance Summary THROUGH 10/31/24
The following chart illustrates the fund’s historical performance in comparison to its benchmark(s). Performance results reflect the percentage change in net asset value and market value, including reinvestment of fund distributions. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect commissions or expenses. (See Notes to Performance Summary.)
Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the sale of fund shares.
Growth of a Hypothetical $10,000 Investment
Average Annual Total Returns through 10/31/24
  Inception Date 1-yr 5-yr 10-yr
Market Value (r) 3/17/1988 15.71% 2.55% 2.97%
Net Asset Value (r) 3/17/1988 9.35% 1.73% 2.50%
Comparative benchmark(s)
       
Bloomberg U.S. Intermediate Government/Credit Bond Index (f) 8.20% 0.85% 1.73%
    
(f) Source: FactSet Research Systems Inc.
(r) Includes reinvestment of all distributions. Market value references New York Stock Exchange Price.
Benchmark Definition(s)
Bloomberg U.S. Intermediate Government/Credit Bond Index(a) – a market capitalization-weighted index that measures the performance of investment grade debt obligations of the U.S. Treasury and U.S. government agencies, as well as U.S. corporate and foreign debentures and secured notes, with maturities from 1 year up to (but not including) 10 years.
5

Performance Summary  - continued
It is not possible to invest directly in an index.
(a) Source: Bloomberg Index Services Limited. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). Bloomberg or Bloomberg's licensors own all proprietary rights in the Bloomberg Indices. Bloomberg neither approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.
Notes to Performance Summary
The fund’s shares may trade at a discount or premium to net asset value. When fund shares trade at a premium, buyers pay more than the net asset value of the underlying fund shares, and shares purchased at a premium would receive less than the amount paid for them in the event of the fund’s concurrent liquidation.
The fund's target annual distribution rate is calculated based on an annual rate of 8.50% of the fund's average monthly net asset value, not a fixed share price, and the fund's distribution amount will fluctuate with changes in the fund's average monthly net assets.
Performance results based on net asset value per share do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the Financial Highlights.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
In accordance with Section 23(c) of the Investment Company Act of 1940, the fund hereby gives notice that it may from time to time repurchase shares of the fund in the open market at the option of the Board of Trustees and on such terms as the Trustees shall determine.
6

Investment Objective, Principal Investment Strategies and Principal Risks
Investment Objective
The fund’s investment objective is to seek high current income, but may also consider capital appreciation. The fund’s objective may be changed without shareholder approval.
Principal Investment Strategies
MFS (Massachusetts Financial Services Company, the fund's investment adviser) normally invests the fund’s assets primarily in debt instruments.
MFS generally invests substantially all of the fund’s assets in investment grade quality debt instruments.
The fund’s dollar-weighted average effective maturity will normally be between three and ten years. In determining an instrument’s effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a call, put, pre-refunding, prepayment or redemption provision, or an adjustable coupon) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.
MFS may invest the fund’s assets in foreign securities.
MFS normally invests the fund's assets across different industries and sectors, but MFS may invest a significant percentage of the fund's assets in issuers in a single industry or sector.
MFS may invest a significant percentage of the fund’s assets in a single issuer or a small number of issuers.
The fund seeks to make a monthly distribution at an annual fixed rate of 8.50% of the fund’s average monthly net asset value.
While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments.
MFS uses an active bottom-up investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers in light of the issuers’ financial condition and market, economic, political, and regulatory conditions. Factors considered may include the instrument’s credit quality and terms, any underlying assets and their credit quality, and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis where MFS believes such factors could materially impact the economic value of an issuer or instrument. ESG factors considered may include, but are not limited to, climate change, resource depletion, an issuer's governance structure and practices, data protection and privacy issues, and
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Investment Objective, Principal Investment Strategies and Principal Risks - continued
diversity and labor practices. Quantitative screening tools that systematically evaluate the structure of a debt instrument and its features may also be considered. In structuring the fund, MFS also considers top-down factors, including sector allocations, yield curve positioning, duration, macroeconomic factors, and risk management factors.
If approved by the fund’s Board of Trustees, the fund may use leverage through the issuance of preferred shares, borrowing from banks, and/or other methods of creating leverage, and investing the proceeds pursuant to its investment strategies.
Principal Investment Types
The principal investment types in which the fund may invest are:
Debt Instruments: Debt instruments represent obligations of corporations, governments, and other entities to repay money borrowed, or other instruments believed to have debt-like characteristics. The issuer or borrower usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the instrument. Debt instruments generally trade in the over-the-counter market and can be less liquid than other types of investments, particularly during adverse market and economic conditions.  During certain market conditions, debt instruments in some or many segments of the debt market can trade at a negative interest rate (i.e., the price to purchase the debt instrument is more than the present value of expected interest payments and principal due at the maturity of the instrument). Some debt instruments, such as zero coupon bonds or payment-in-kind bonds, do not pay current interest. Other debt instruments, such as certain mortgage-backed securities and other securitized instruments, make periodic payments of interest and/or principal. Some debt instruments are partially or fully secured by collateral supporting the payment of interest and principal.
Securitized Instruments: Securitized instruments are debt instruments that generally provide payments of principal and interest based on the terms of the instrument and cash flows generated by the underlying assets.  Underlying assets include residential and commercial mortgages, debt instruments, loans, leases, and receivables. Securitized instruments are issued by trusts or other special purpose entities that hold the underlying assets. Certain securitized instruments offer multiple classes that differ in terms of their priority to receive principal and/or interest payments under the terms of the instrument. Securitized instruments include mortgage-backed securities, collateralized debt obligations, and other asset-backed securities. Certain mortgage-backed securities are issued on a delayed delivery or forward commitment basis where payment and delivery take place at a future date.
Corporate Bonds: Corporate bonds are debt instruments issued by corporations or similar entities.
U.S. Government Securities: U.S. Government securities are securities issued or guaranteed as to the payment of principal and interest by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity, including mortgage-backed securities and other types of securitized instruments issued or guaranteed by such entities. Certain U.S. Government securities are not supported as to the payment of principal and interest by the full faith and credit of the
8

Investment Objective, Principal Investment Strategies and Principal Risks - continued
U.S. Treasury or the ability to borrow from the U.S. Treasury. Some U.S. Government securities are supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security.
Foreign Government Securities: Foreign government securities are debt instruments issued, guaranteed, or supported, as to the payment of principal and interest, by foreign governments, foreign government agencies, foreign semi-governmental entities or supranational entities, or debt instruments issued by entities organized and operated for the purpose of restructuring outstanding foreign government securities. Foreign government securities may not be supported as to the payment of principal and interest by the full faith and credit of the foreign government.
Municipal Instruments: Municipal instruments are issued by or for states, territories, or possessions of the United States or by their political subdivisions, agencies, authorities, or other government entities, to raise money for a variety of public and private purposes, including general financing for state and local governments, or financing for a specific project or public facility. Municipal instruments include general obligation bonds of municipalities, state or local governments, project or revenue-specific bonds, municipal lease obligations, and prerefunded or escrowed bonds. Municipal instruments may be fully or partially supported by the state or local governments, by the credit of a private issuer, by the current or anticipated revenues from a specific project or assets, by the issuer’s pledge to make annual appropriations for lease payments, or by domestic or foreign entities providing credit support, such as insurance, letters of credit, or guarantees. Many municipal instruments are supported by insurance, which typically guarantees the timely payment of all principal and interest due on the underlying municipal instrument.
Derivatives: Derivatives are financial contracts whose value is based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure, or index. Derivatives involve a counterparty to the transaction. Derivatives include futures, forward contracts, options, swaps, and certain complex structured securities.
Principal Risks
The share price of the fund will change daily based on changes in market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. As with any mutual fund, the fund may not achieve its objective and/or you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The significance of any specific risk to an investment in the fund will vary over time depending on the composition of the fund's portfolio, market conditions, and other factors. You should read all of the risk information below carefully, because any one or more of these risks may result in losses to the fund.
The principal risks of investing in the fund are:
Investment Selection Risk: MFS' investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the fund invests. In addition, to the
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Investment Objective, Principal Investment Strategies and Principal Risks - continued
extent MFS considers quantitative tools in managing the fund, such tools may not work as expected or produce the intended results. In addition, MFS or the fund's other service providers may experience disruptions or operating errors that could negatively impact the fund.
Debt Market Risk: Debt markets can be volatile and can decline significantly in response to changes in, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions.  These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets, or debt markets generally.  Certain changes or events, such as political, social, or economic developments, including increasing and negative interest rates or the U.S. government's inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including sanctions, the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical changes or events can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or a segment of a debt market.
Interest Rate Risk: The price of a debt instrument typically changes in response to interest rate changes. Interest rates can change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Inflationary price movements may cause fixed income securities markets to experience heightened levels of interest rate volatility and liquidity risk. Potential future changes in government and/or central bank monetary policy and action may also affect the level of interest rates. Monetary policy measures have in the past, and may in the future, exacerbate risks associated with rising interest rates. Interest rate risk is generally greater for fixed-rate instruments than floating-rate instruments and for instruments with longer maturities or durations, or that do not pay current interest. In addition, short-term and long-term interest rates, and interest rates in different countries, do not necessarily move in the same direction or by the same amount. An instrument’s reaction to interest rate changes depends on the timing of its interest and principal payments and the current interest rate for each of those time periods. The price of an instrument trading at a negative interest rate responds to interest rate changes like other debt instruments; however, an instrument purchased at a negative interest rate is expected to produce a negative return if held to maturity. Fluctuations in the market price of fixed-rate instruments held by the fund may not affect interest income derived from those instruments, but may nonetheless affect the fund's share price, especially if an instrument has a longer maturity or duration and is therefore more sensitive to changes in interest rates.
Credit Risk: The price of a debt instrument depends, in part, on the issuer's or borrower's credit quality or ability to pay principal and interest when due. The price of a debt instrument is likely to fall if an issuer or borrower defaults on its obligation to pay principal or interest, if the instrument's credit rating is downgraded by a credit rating agency, or based on other changes in, or perceptions of, the financial condition of the issuer or borrower. Debt instruments may be more susceptible to downgrades or defaults during economic downturns or similar periods of economic stress, which in
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Investment Objective, Principal Investment Strategies and Principal Risks - continued
turn could negatively affect the market value and liquidity of a debt instrument. For certain types of instruments, including derivatives, the price of the instrument depends in part on the credit quality of the counterparty to the transaction. For other types of debt instruments, including mortgage-backed securities and other securitized instruments, the price of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult.
Foreign Risk: Investments in securities of foreign issuers, securities of companies with significant foreign exposure, and foreign currencies can involve additional risks relating to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action, or the threat thereof, such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. Sanctions, or the threat of sanctions, may cause volatility in regional and global markets and may negatively impact the performance of various sectors and industries, as well as companies in other countries, which could have a negative effect on the performance of the fund. In the event of nationalization, expropriation, confiscation or other government action, intervention, or restriction, the fund could lose its entire investment in a particular foreign issuer or country. Civil unrest, geopolitical tensions, armed conflicts, wars, and acts of terrorism are other potential risks that could adversely affect an investment in a foreign security or in foreign markets or issuers generally. Economies and financial markets are interconnected, which increases the likelihood that conditions in one country or region can adversely impact issuers in different countries and regions. Less stringent regulatory, accounting, auditing, and disclosure requirements for issuers and markets are more common in certain foreign countries. Enforcing legal rights can be difficult, costly, and slow in certain foreign countries and with respect to certain types of investments, and can be particularly difficult against foreign governments. Changes in currency exchange rates can significantly impact the financial condition of a company or other issuer with exposure to multiple countries as well as affect the U.S. dollar value of foreign currency investments and investments denominated in foreign currencies. Additional risks of foreign investments include trading, settlement, custodial, and other operational risks, and withholding and other taxes. These factors can make foreign investments, especially those tied economically to countries with developing economies, more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions than the U.S. market.
Focus Risk: Issuers in a single industry, sector, country, or region can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions.  These conditions include business environment changes; economic factors such as fiscal, monetary, and tax policies; inflation and unemployment rates; and government and regulatory changes.  The fund's performance will be affected by the conditions in the industries, sectors, countries, and regions to which the fund is exposed.
11

Investment Objective, Principal Investment Strategies and Principal Risks - continued
If MFS invests a significant percentage of the fund’s assets in a single issuer or small number of issuers, the fund’s performance will be affected by economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions that impact that one issuer or issuers, could be closely tied to the value of that issuer or issuers, and could be more volatile than the performance of more diversified funds.
Prepayment/Extension Risk: Many types of debt instruments, including mortgage-backed securities, securitized instruments, certain corporate bonds, and municipal housing bonds, and certain derivatives, are subject to the risk of prepayment and/or extension. Prepayment occurs when unscheduled payments of principal are made or the instrument is called or redeemed prior to an instrument’s maturity. When interest rates decline, the instrument is called, or for other reasons, these debt instruments may be repaid more quickly than expected. As a result, the holder of the debt instrument may not be able to reinvest the proceeds at the same interest rate or on the same terms, reducing the potential for gain. When interest rates increase or for other reasons, these debt instruments may be repaid more slowly than expected, increasing the potential for loss. In addition, prepayment rates are difficult to predict and the potential impact of prepayment on the price of a debt instrument depends on the terms of the instrument.
Municipal Risk:  The price of a municipal instrument can be volatile and significantly affected by adverse tax changes or court rulings, legislative or political changes, market and economic conditions and developments, issuer, industry-specific and other conditions, including as the result of events that cannot be reasonably anticipated or controlled such as social conflict or unrest, labor disruption and natural disasters.  Municipal instruments can be less liquid than other types of investments and there may be less publicly available information about the issuers of municipal instruments compared to other issuers. If the Internal Revenue Service (the IRS) or a state taxing authority determines that an issuer of a municipal instrument has not complied with applicable tax requirements, interest from the instrument could become taxable (including retroactively) and the instrument could decline significantly in price. Because many municipal instruments are issued to finance similar projects, especially those relating to education, health care, housing, utilities, and water and sewer, conditions in these industries can significantly affect the fund and the overall municipal market. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market.
Municipal instruments may be more susceptible to downgrades or defaults during economic downturns or similar periods of economic stress, which in turn could affect the market values and marketability of many or all municipal obligations of issuers in a state, U.S. territory, or possession. Factors contributing to the economic stress on municipal issuers may include a decrease in revenues supporting the issuer's bonds due to factors such as lower sales tax revenue as a result of decreased consumer spending, lower income tax revenue due to higher unemployment, and a decrease in the value of collateral backing revenue bonds due to closures and/or curtailment of services and/or changes in consumer behavior.
Managed Distribution Plan Risk: The fund may not be able to maintain a monthly distribution at an annual fixed rate of up to 8.50% of the fund’s average monthly net asset value due to many factors, including but not limited to, changes in market returns, fluctuations in market interest rates, and other factors. If income from the
12

Investment Objective, Principal Investment Strategies and Principal Risks - continued
fund’s investments is less than the amount needed to make a monthly distribution, the fund may distribute a return of capital to pay the distribution.  In certain cases, the fund may sell portfolio investments at less opportune times in order to pay such distribution.  Distributions that are treated as tax return of capital will have the effect of reducing the fund’s assets and could increase the fund’s expense ratio.  If a portion of the fund’s distributions represents returns of capital over extended periods, the fund’s assets may be reduced over time to levels where the fund is no longer viable and might be liquidated.  Please see “Managed Distribution Policy Disclosure” in this report for additional information regarding the plan.
Market Discount/Premium Risk: The market price of shares of the fund will be based on factors such as the supply and demand for shares in the market and general market, economic, industry, political or regulatory conditions.  Whether shareholders will realize gains or losses upon the sale of shares of the fund will depend on the market price of shares at the time of the sale, not on the fund’s net asset value.  The market price may be lower or higher than the fund’s net asset value. Shares of closed-end funds frequently trade at a discount to their net asset value.
Leveraging Risk: If the fund utilizes investment leverage, there can be no assurance that such a leveraging strategy will be successful during any period in which it is employed. The use of leverage is a speculative investment technique that results in greater volatility in the fund’s net asset value. To the extent that investments are purchased with the proceeds from the borrowings from a bank, the issuance of preferred shares, or the creation of tender option bonds, the fund’s net asset value will increase or decrease at a greater rate than a comparable unleveraged fund. If the investment income or gains earned from the investments purchased with the proceeds from the borrowings from a bank, the issuance of preferred shares, or the creation of tender option bonds, fails to cover the expenses of leveraging, the fund’s net asset value is likely to decrease more quickly than if the fund was not leveraged. In addition, the fund’s distributions could be reduced. The fund is currently required under the Investment Company Act of 1940 (“1940 Act”) to maintain asset coverage of at least 200% on outstanding preferred shares and at least 300% on outstanding indebtedness; however, the fund may be required to abide by asset coverage or other requirements that are more stringent than those imposed by the 1940 Act. The fund may be required to sell a portion of its investments at a time when it may be disadvantageous to do so in order to redeem preferred shares or to reduce outstanding indebtedness to comply with asset coverage or other restrictions including those imposed by the 1940 Act, any applicable loan agreement, any applicable offering documents for preferred shares issued by the fund, and the rating agencies that rate the preferred shares. The fund may be prohibited from declaring and paying common share dividends and distributions if the fund fails to satisfy the 1940 Act’s asset coverage requirements or other agreed upon asset coverage requirements. In these situations, the fund may choose to repurchase or redeem any outstanding leverage to the extent necessary in order to maintain compliance with such asset coverage requirements. The expenses of leveraging are paid by the holders of common shares. Borrowings from a bank or preferred shares may have a stated maturity. If this leverage is not extended prior to maturity or replaced with the same or a different form of leverage, distributions to common shareholders may be decreased.
13

Investment Objective, Principal Investment Strategies and Principal Risks - continued
Certain transactions and investment strategies can result in leverage. Because movements in a fund’s share price generally correlate over time with the fund’s net asset value, the market price of a leveraged fund will also tend to be more volatile than that of a comparable unleveraged fund. The costs of an offering of preferred shares and/or borrowing program would be borne by shareholders.
Under the terms of any loan agreement or of a purchase agreement between the fund and the investor in the preferred shares, as the case may be, the fund may be required to, among other things, limit its ability to pay dividends and distributions on common shares in certain circumstances, incur additional debts, engage in certain transactions, and pledge some or all of its assets at an inopportune time. Such agreements could limit the fund’s ability to pursue its investment strategies. The terms of any loan agreement or purchase agreement could be more or less restrictive than those described.
Under guidelines generally required by a rating agency providing a rating for any preferred shares, the fund may be required to, among other things, maintain certain asset coverage requirements, restrict certain investments and practices, and adopt certain redemption requirements relating to preferred shares.  Such guidelines or the terms of a purchase agreement between a fund and the investor in the preferred shares could limit the fund’s ability to pursue its investment strategies. The guidelines imposed with respect to preferred shares by a rating agency or an investor in the preferred shares could be more or less restrictive than those described.
Derivatives Risk: Derivatives can be highly volatile and involve risks in addition to, and potentially greater than, the risks of the underlying indicator(s). Gains or losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited.  Derivatives can involve leverage. Derivatives can be complex instruments and can involve analysis and processing that differs from that required for other investment types used by the fund. If the value of a derivative does not change as expected relative to the value of the market or other indicator to which the derivative is intended to provide exposure, the derivative may not have the effect intended. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments.
Counterparty and Third Party Risk: Transactions involving a counterparty other than the issuer of the instrument, including clearing organizations, or a third party responsible for servicing the instrument or effecting the transaction, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the transaction.  If a counterparty or third party fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the fund could miss investment opportunities, lose value on its investments, or otherwise hold investments it would prefer to sell, resulting in losses for the fund.
Liquidity Risk: Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market, or may not have an active trading market due to adverse market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions, including trading halts, sanctions, or wars. Investors trying to sell large quantities of a particular investment or type of investment, or lack of market makers or other buyers for a particular investment or
14

Investment Objective, Principal Investment Strategies and Principal Risks - continued
type of investment may also adversely affect liquidity.  At times, all or a significant portion of a market may not have an active trading market. Without an active trading market, it may be difficult to value, and it may not be possible to sell, these investments and the fund could miss other investment opportunities and hold investments it would prefer to sell, resulting in losses for the fund.  In addition, the fund may have to sell certain of these investments at prices or times that are not advantageous in order to meet redemptions or other cash needs, which could result in dilution of remaining investors' interests in the fund.  The prices of illiquid securities may be more volatile than more liquid investments.
Anti-Takeover Provisions Risk:  The fund’s declaration of trust includes provisions that could limit the ability of other persons or entities to acquire control of the fund, to convert the fund to an open-end fund, or to change the composition of the fund’s Board of Trustees.  These provisions could reduce the opportunities for shareholders to sell their shares at a premium over the then-current market price.
Other Investment Strategies and Risks
Active and Frequent Trading: MFS may engage in active and frequent trading in pursuing the fund's principal investment strategies. Frequent trading may increase transaction costs, which can reduce the fund's return. Frequent trading can also increase the possibility of capital gain and ordinary distributions. Frequent trading can also result in the realization of a higher percentage of short-term capital gains and a lower percentage of long-term capital gains as compared to a fund that trades less frequently.  Because short-term capital gains are distributed as ordinary income, this would generally increase your tax liability unless you hold your shares through a tax-advantaged or tax-exempt vehicle.
Operational and Cybersecurity Risk:  The fund and its service providers, and your ability to transact in fund shares, may be negatively impacted due to operational matters arising from, among other issues, human errors, systems and technology disruptions or failures, fraudulent activities, or cybersecurity incidents.  Operational issues and cybersecurity incidents may cause the fund or its service providers, as well as securities trading venues and other market participants, to suffer data corruption and/or lose operational functionality, and could, among other things, impair the ability to calculate the fund's net asset value per share, impede trading of portfolio securities, and result in the theft, misuse, and/or improper release of confidential information relating to the fund or its shareholders.  Such operational issues and cybersecurity incidents may result in losses to the fund and its shareholders. Because technology is frequently changing, new ways to carry out cyberattacks continue to develop. Therefore, there is a chance that certain risks have not been identified or prepared for, or that an attack may not be detected, which puts limitations on the ability of the fund and its service providers to plan for or respond to a cyberattack. Furthermore, geopolitical tensions could increase the scale and sophistication of deliberate cybersecurity attacks, particularly those from nation-states or from entities with nation-state backing.
15

Investment Objective, Principal Investment Strategies and Principal Risks - continued
Temporary Defensive Strategy: In response to adverse market, economic, industry, political, or other conditions, MFS may depart from the fund’s principal investment strategies by temporarily investing for defensive purposes. When MFS invests defensively, different factors could affect the fund’s performance and the fund may not achieve its investment objective. In addition, the defensive strategy may not work as intended.
Investment Restrictions
The Fund has adopted the following policies which cannot be changed without the approval of a “majority of its outstanding voting securities” as such term is defined by the 1940 Act.  Under the 1940 Act, the vote of a “majority of its outstanding voting securities” means the vote of the lesser of (i) 67% or more of the voting securities present at a meeting at which holders of voting securities representing more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. Except for fundamental investment restriction (1), these investment restrictions are adhered to at the time of purchase or utilization of assets; a subsequent change in circumstances will not be considered to result in a violation of policy.
The Fund may not:
(1) borrow money except to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act.
(2) underwrite securities issued by other persons, except that all or any portion of the assets of the Fund may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act, and except insofar as the Fund may technically be deemed an underwriter under the Securities Act of 1933, as amended, in selling a portfolio security.
(3) issue any senior securities except to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act. For purposes of this restriction, collateral arrangements with respect to any type of swap, option, Forward Contracts and Futures Contracts and collateral arrangements with respect to initial and variation margin are not deemed to be the issuance of a senior security.
(4) make loans except to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act.
(5) purchase or sell real estate (excluding securities secured by real estate or interests therein and securities of companies, such as real estate investment trusts, which deal in real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts (excluding currencies and any type of option, Futures Contracts and Forward Contracts) in the ordinary course of its business. The Fund reserves the freedom of action to hold and to sell real estate, mineral leases, commodities or commodity contracts (including currencies and any type of option, Futures Contracts and Forward Contracts) acquired as a result of the ownership of securities.
(6) purchase any securities of an issuer in a particular industry if as a result 25% or more of its total assets (taken at market value at the time of purchase) would be invested in securities of issuers whose principal business activities are in the same industry.
16

Investment Objective, Principal Investment Strategies and Principal Risks - continued
For purposes of investment restriction (5), investments in certain types of derivative instruments whose value is related to commodities or commodity contracts, including swaps and structured notes, are not considered commodities or commodity contracts.
For purposes of fundamental investment restriction (6), investments in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and tax-exempt obligations issued or guaranteed by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing, are not considered an investment in any particular industry.
For purposes of fundamental investment restriction (6), investments in other investment companies are not considered an investment in any particular industry and portfolio securities held by an underlying fund in which the Fund may invest are not considered to be securities purchased by the Fund.
For purposes of fundamental investment restriction (6), MFS uses a customized set of industry groups for classifying securities based on classifications developed by third party providers.
17

Portfolio Managers' Profiles
Portfolio Manager Primary Role Since Title and Five Year History
Geoffrey Schechter Lead Portfolio Manager 2017 Investment Officer of MFS; employed in the investment management area of MFS since 1993.
Alexander Mackey Investment Grade Debt Instruments Portfolio Manager 2017 Co-Chief Investment Officer-Global Fixed Income of MFS; employed in the investment management area of MFS since 2001.
Jake Stone U.S. Government Securities Portfolio Manager 2023 Investment Officer of MFS; employed in the investment management area of MFS since 2018.
The following information in this annual report is a summary of certain changes since October 31, 2023. This information may not reflect all of the changes that have occurred since you purchased this fund.
Geoffrey Schechter has announced his intention to retire effective September 30, 2025, and he will no longer be a portfolio manager of the fund as of that date.
18

Dividend Reinvestment And Cash Purchase Plan
The fund offers a Dividend Reinvestment and Cash Purchase Plan (the “Plan”) that allows common shareholders to reinvest either all of the distributions paid by the fund or only the long-term capital gains. Generally, purchases are made at the market price unless that price exceeds the net asset value (the shares are trading at a premium). If the shares are trading at a premium, the fund will issue shares at a price of either the net asset value or 95% of the market price, whichever is greater. You can also buy shares on a quarterly basis in any amount $100 and over. Computershare Trust Company, N.A. (the Transfer Agent for the fund) (the “Plan Agent”) will purchase shares under the Plan on the 15th of January, April, July, and October or shortly thereafter. You may obtain a copy of the Plan by contacting the Plan Agent at 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time or by visiting the Plan Agent's Web site at www.computershare.com/investor.
If shares are registered in your own name, new shareholders will automatically participate in the Plan, unless you have indicated that you do not wish to participate. If your shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you may wish to request that your shares be re-registered in your own name so that you can participate. There is no service charge to reinvest distributions, nor are there brokerage charges for shares issued directly by the fund. However, when shares are bought on the New York Stock Exchange or otherwise on the open market, each participant pays a pro rata share of the transaction expenses, including commissions. The tax status of dividends and capital gain distributions does not change whether received in cash or reinvested in additional shares – the automatic reinvestment of distributions does not relieve you of any income tax that may be payable (or required to be withheld) on the distributions.
If your shares are held directly with the Plan Agent, you may withdraw from the Plan at any time by contacting the Plan Agent. Please have available the name of the fund and your account number. For certain types of registrations, such as corporate accounts, instructions must be submitted in writing. Please call for additional details. When you withdraw from the Plan, you can receive the value of the reinvested shares in one of three ways: your full shares will be held in your account, the Plan Agent will sell your shares and send the proceeds to you, or you may transfer your full shares to your investment professional who can hold or sell them. Additionally, the Plan Agent will sell your fractional shares and send the proceeds to you.
If you have any questions, contact the Plan Agent by calling 1-800-637-2304, visit the Plan Agent’s Web site at www.computershare.com/investor, or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078.
19

Portfolio of Investments
10/31/24
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Issuer     Shares/Par Value ($)
Bonds – 96.8%
Aerospace & Defense – 0.5%
Huntington Ingalls Industries, Inc., 3.844%, 5/01/2025    $ 1,486,000 $1,477,453
Asset-Backed & Securitized – 8.8%
3650R Commercial Mortgage Trust, 2021-PF1, “XA”, 1.008%, 11/15/2054 (i)   $ 10,318,085 $444,854
ACREC 2021-FL1 Ltd., “AS”, FLR, 6.373% ((SOFR - 1mo. + 0.11448%) + 1.5%), 10/16/2036 (n)     1,087,000 1,079,768
American Credit Acceptance Receivables Trust, 2024-2, “A”, 5.9%, 2/12/2027 (n)     794,974 798,291
AmeriCredit Automobile Receivables Trust, 2024-1, “A”, 5.61%, 1/12/2027 (n)     153,274 153,441
AmeriCredit Automobile Receivables Trust, 2024-1, “A2-B”, FLR, 5.941% (SOFR - 1mo. + 0.6%), 2/18/2028      1,127,000 1,127,369
Angel Oak Mortgage Trust, 2024-10, “A1”, 5.348%, 10/25/2069 (n)     1,562,957 1,552,606
Arbor Realty Trust, Inc., CLO, 2021-FL3, “AS”, FLR, 6.318% ((SOFR - 1mo. + 0.11448%) + 1.4%), 8/15/2034 (n)     1,112,500 1,105,934
AREIT 2022-CRE6 Trust, “AS”, FLR, 6.54% (SOFR - 30 day + 1.65%), 1/20/2037 (n)     1,522,500 1,511,742
ARI Fleet Lease Trust, 2023-B, “A2”, 6.05%, 7/15/2032 (n)     241,968 244,392
BDS 2021-FL9 Ltd., “A”, FLR, 5.943% ((SOFR - 1mo. + 0.11448%) + 1.07%), 11/16/2038 (n)     411,927 409,964
BDS Ltd., 2024-FL13, “A”, FLR, 6.335% (SOFR - 1mo. + 1.5762%), 9/19/2039 (n)     305,500 305,458
Brazos Securitization LLC, 5.014%, 9/01/2031 (n)     655,490 655,811
Bridgecrest Lending Auto Securitization Trust, 2024-2, “A2”, 5.78%, 2/16/2027      607,485 608,834
Bridgecrest Lending Auto Securitization Trust, 2023-1, “A2”, 6.34%, 7/15/2026      35,319 35,331
BSPDF 2021-FL1 Issuer Ltd., “A”, FLR, 6.118% ((SOFR - 1mo. + 0.11448%) + 1.2%), 10/15/2036 (n)     174,395 172,346
BSPDF 2021-FL1 Issuer Ltd., “AS”, FLR, 6.398% ((SOFR - 1mo. + 0.11448%) + 1.48%), 10/15/2036 (n)     774,500 759,217
Business Jet Securities LLC, 2024-1A, “A”, 6.197%, 5/15/2039 (n)     426,013 430,859
BXMT 2021-FL4 Ltd., “AS”, FLR, 6.195% ((SOFR - 1mo. + 0.11448%) + 1.3%), 5/15/2038 (n)     2,000,000 1,871,881
Chase Auto Owner Trust, 2024-5A, “A2”, 4.4%, 11/26/2027 (n)     355,435 354,413
Commercial Mortgage Trust, 2017-COR2, “A3”, 3.51%, 9/10/2050      1,676,352 1,593,073
Dell Equipment Finance Trust, 2023-1, “A2”, 5.65%, 9/22/2028 (n)     25,784 25,790
Dell Equipment Finance Trust, 2023-3, “A2”, 6.1%, 4/23/2029 (n)     181,839 182,522
EQT Trust, 2024-EXTR, “B”, 5.654%, 7/05/2041 (n)     236,027 236,565
20

Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Asset-Backed & Securitized – continued
GLS Auto Select Receivables Trust, 2023-2A, 6.37%, 6/15/2028 (n)   $ 311,198 $314,964
GLS Auto Select Receivables Trust, 2024-2A, “A-2”, 5.77%, 6/15/2027 (n)     991,246 994,385
LoanCore 2021-CRE6 Ltd., “AS”, FLR, 6.568% ((SOFR - 1mo. + 0.11448%) + 1.65%), 11/15/2038 (n)     1,500,000 1,482,654
Morgan Stanley Residential Mortgage Loan Trust, 2024-NQM3, “A-1”, 5.044%, 7/25/2069 (n)     562,576 558,115
Neuberger Berman CLO Ltd., 2023-53A, “B”, FLR, 6.884% (SOFR - 3mo. + 2.25%), 10/24/2032 (n)     758,092 761,397
Neuberger Berman CLO Ltd., 2023-53A, “BR”, FLR, 1% (SOFR - 3mo. + 1.7%), 10/24/2037 (n)     758,092 758,092
OBX Trust, 2024-NQM1, “A1”, 5.928%, 11/25/2063 (n)     291,938 293,028
OBX Trust, 2024-NQM1, “A2”, 6.253%, 11/25/2063 (n)     88,374 88,648
OBX Trust, 2024-NQM12, “A1”, 5.475%, 7/25/2064 (n)     413,840 413,470
OBX Trust, 2024-NQM2, “A1”, 5.878%, 12/25/2063 (n)     1,361,351 1,365,927
PFP III 2024-11 Ltd., “11A”, 6.651% (SOFR - 1mo. + 1.83239%), 9/17/2039 (n)     903,912 906,001
PFS Financing Corp., 2024-A, “A”, FLR, 5.859% (SOFR - 1mo. + 0.85%), 1/15/2028 (n)     1,700,000 1,705,078
ReadyCap Commercial Mortgage Trust, 2021-FL7, “A”, FLR, 6.052% ((SOFR - 1mo. + 0.11448%) + 1.2%), 11/25/2036 (n)     280,838 279,744
ReadyCap Commercial Mortgage Trust, 2021-FL7, “AS”, FLR, 6.352% ((SOFR - 1mo. + 0.11448%) + 1.5%), 11/25/2036 (n)     199,500 198,461
Santander Drive Auto Receivables Trust, 2024-1, “A2”, 5.71%, 2/16/2027      188,170 188,564
SBNA Auto Lease Trust, 2024-A, “A2”, 5.45%, 1/20/2026 (n)     275,119 275,590
Verus Securitization Trust, 2014-1, “A1”, 5.712%, 1/25/2069 (n)     800,807 801,365
Verus Securitization Trust, 2024-1, “A2”, 5.915%, 1/25/2069 (n)     223,782 223,426
Verus Securitization Trust, 2024-8, “A1”, 5.364%, 10/25/2069 (n)     276,663 275,995
Westlake Automobile Receivables Trust, 2024-1A, “A2B”, FLR, 5.562% (SOFR - 1mo. + 0.57%), 3/15/2027 (n)     623,912 624,052
        $28,169,417
Automotive – 1.6%
Ford Motor Credit Co. LLC, 5.8%, 3/05/2027    $ 958,000 $966,439
Hyundai Capital America, 1.65%, 9/17/2026 (n)     1,000,000 942,392
LKQ Corp., 5.75%, 6/15/2028      862,000 879,117
LKQ Corp., 6.25%, 6/15/2033      1,176,000 1,216,163
Stellantis Finance US, Inc., 1.711%, 1/29/2027 (n)     762,000 707,790
Stellantis Finance US, Inc., 2.691%, 9/15/2031 (n)     532,000 438,384
        $5,150,285
Broadcasting – 0.7%
WarnerMedia Holdings, Inc., 4.279%, 3/15/2032    $ 2,524,000 $2,211,865
21

Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Brokerage & Asset Managers – 2.6%
Brookfield Finance, Inc., 2.724%, 4/15/2031    $ 2,844,000 $2,484,901
Charles Schwab Corp., 5.875%, 8/24/2026      425,000 433,772
Charles Schwab Corp., 5.643% to 5/19/2028, FLR (SOFR - 1 day + 2.210%) to 5/19/2029      1,535,000 1,573,725
Low Income Investment Fund, 3.386%, 7/01/2026      705,000 681,458
Low Income Investment Fund, 3.711%, 7/01/2029      1,905,000 1,736,825
LPL Holdings, Inc., 6.75%, 11/17/2028      1,437,000 1,514,629
        $8,425,310
Building – 0.5%
Allegion US Holding Co., Inc., 5.6%, 5/29/2034    $ 1,713,000 $1,750,255
Business Services – 0.9%
Tencent Holdings Ltd., 2.88%, 4/22/2031 (n)   $ 1,499,000 $1,334,757
Verisk Analytics, Inc., 4.125%, 3/15/2029      716,000 699,847
Verisk Analytics, Inc., 5.75%, 4/01/2033      850,000 890,968
        $2,925,572
Cable TV – 0.7%
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 4.908%, 7/23/2025    $ 312,000 $311,663
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 6.15%, 11/10/2026      372,000 379,935
Cox Communications, Inc., 5.45%, 9/15/2028 (n)     1,559,000 1,585,679
        $2,277,277
Conglomerates – 1.4%
nVent Finance S.à r.l., 5.65%, 5/15/2033    $ 1,216,000 $1,241,184
Regal Rexnord Corp., 6.05%, 4/15/2028      1,533,000 1,569,688
Westinghouse Air Brake Technologies Corp., 4.7%, 9/15/2028      1,760,000 1,751,822
        $4,562,694
Consumer Products – 0.3%
Haleon US Capital LLC, 3.375%, 3/24/2029    $ 860,000 $812,737
Consumer Services – 1.0%
Booking Holdings, Inc., 3.55%, 3/15/2028    $ 2,737,000 $2,652,597
Conservation Fund, 3.474%, 12/15/2029      563,000 514,440
        $3,167,037
Containers – 0.6%
Berry Global, Inc., 1.65%, 1/15/2027    $ 1,542,000 $1,437,737
Berry Global, Inc., 5.5%, 4/15/2028      325,000 325,916
        $1,763,653
22

Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Electrical Equipment – 0.3%
Arrow Electronics, Inc., 3.875%, 1/12/2028    $ 1,049,000 $1,013,167
Electronics – 0.7%
Broadcom, Inc., 4.55%, 2/15/2032    $ 1,671,000 $1,616,019
Qorvo, Inc., 1.75%, 12/15/2024      634,000 630,860
        $2,246,879
Emerging Market Quasi-Sovereign – 0.7%
DAE Funding LLC (United Arab Emirates), 2.625%, 3/20/2025 (n)   $ 1,000,000 $989,907
Qatar Petroleum, 2.25%, 7/12/2031 (n)     1,635,000 1,406,288
        $2,396,195
Energy - Independent – 0.6%
Occidental Petroleum Corp., 5.55%, 10/01/2034    $ 375,000 $369,150
Pioneer Natural Resources Co., 1.9%, 8/15/2030      1,750,000 1,490,174
        $1,859,324
Energy - Integrated – 0.4%
Eni S.p.A., 4.25%, 5/09/2029 (n)   $ 1,252,000 $1,225,083
Financial Institutions – 1.4%
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 3.3%, 1/30/2032    $ 332,000 $291,910
Avolon Holdings Funding Ltd., 3.25%, 2/15/2027 (n)     583,000 558,285
Avolon Holdings Funding Ltd., 2.528%, 11/18/2027 (n)     869,000 804,104
Avolon Holdings Funding Ltd., 2.75%, 2/21/2028 (n)     2,336,000 2,155,958
SMBC Aviation Capital Finance DAC, 5.3%, 4/03/2029 (n)     789,000 797,226
        $4,607,483
Food & Beverages – 2.4%
Bacardi-Martini B.V., 5.25%, 1/15/2029 (n)   $ 1,356,000 $1,361,833
Constellation Brands, Inc., 4.4%, 11/15/2025      3,306,000 3,289,951
JBS USA Lux S.A./JBS USA Food Co./JBS USA Finance, Inc., 3%, 2/02/2029      1,451,000 1,333,060
JDE Peet's N.V., 1.375%, 1/15/2027 (n)     1,931,000 1,788,245
        $7,773,089
Gaming & Lodging – 1.6%
GLP Capital LP/GLP Financing II, Inc., 4%, 1/15/2031    $ 3,055,000 $2,808,773
Marriott International, Inc., 2.85%, 4/15/2031      802,000 704,859
Marriott International, Inc., 2.75%, 10/15/2033      1,750,000 1,449,107
        $4,962,739
Industrial – 0.4%
Howard University, Washington D.C., AGM, 2.757%, 10/01/2027    $ 1,250,000 $1,165,431
23

Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Insurance – 1.5%
AIA Group Ltd., 3.375%, 4/07/2030 (n)   $ 563,000 $525,330
Corebridge Financial, Inc., 3.85%, 4/05/2029      2,500,000 2,388,944
Sammons Financial Group, Inc., 4.75%, 4/08/2032 (n)     2,000,000 1,834,685
        $4,748,959
Insurance - Health – 0.8%
Elevance Health, Inc., 4.95%, 11/01/2031    $ 1,905,000 $1,891,492
Humana, Inc., 3.7%, 3/23/2029      867,000 822,010
        $2,713,502
Insurance - Property & Casualty – 0.9%
Arthur J. Gallagher & Co., 6.5%, 2/15/2034    $ 1,626,000 $1,761,870
RenaissanceRe Holdings Ltd., 5.75%, 6/05/2033      1,098,000 1,114,588
        $2,876,458
International Market Quasi-Sovereign – 0.4%
NBN Co. Ltd. (Commonwealth of Australia), 5.75%, 10/06/2028 (n)   $ 1,181,000 $1,220,210
Machinery & Tools – 1.1%
AGCO Corp., 5.8%, 3/21/2034    $ 529,000 $538,045
CNH Industrial N.V., 3.85%, 11/15/2027      3,066,000 3,001,797
        $3,539,842
Major Banks – 11.1%
Bank of America Corp., 1.734% to 7/22/2026, FLR (SOFR - 1 day + 0.96%) to 7/22/2027    $ 2,224,000 $2,111,028
Bank of America Corp., 2.572% to 10/20/2031, FLR (SOFR - 1 day + 1.21%) to 10/20/2032      1,823,000 1,550,125
Barclays PLC, 2.279% to 11/24/2026, FLR (CMT - 1yr. + 1.05%) to 11/24/2027      1,435,000 1,360,684
BNP Paribas S.A., 2.591% to 1/20/2027, FLR (SOFR - 1 day + 1.228%) to 1/20/2028 (n)     1,723,000 1,637,845
Capital One Financial Corp., 7.624% to 10/30/2030, FLR (SOFR - 1 day + 3.07%) to 10/30/2031      1,677,000 1,863,541
Deutsche Bank AG, 2.311% to 11/16/2026, FLR (SOFR - 1 day + 1.219%) to 11/16/2027      457,000 432,399
Deutsche Bank AG, 6.72% to 1/18/2028, FLR (SOFR - 1 day + 3.18%) to 1/18/2029      150,000 156,316
Goldman Sachs Group, Inc., 3.5%, 4/01/2025      1,500,000 1,491,431
Goldman Sachs Group, Inc., 1.093% to 12/09/2025, FLR (SOFR - 1 day + 0.789%) to 12/09/2026      894,000 857,328
Huntington Bancshares, Inc., 6.208% to 8/21/2028, FLR (SOFR - 1 day + 2.02%) to 8/21/2029      1,142,000 1,185,156
24

Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Major Banks – continued
JPMorgan Chase & Co., 2.005% to 3/13/2025, FLR (SOFR - 1 day + 1.585%) to 3/13/2026    $ 2,500,000 $2,471,460
JPMorgan Chase & Co., 5.04% to 1/23/2027, FLR (SOFR - 1 day + 1.19%) to 1/23/2028      357,000 358,916
JPMorgan Chase & Co., 2.58% to 4/22/2031, FLR (SOFR - 1 day + 1.25%) to 4/22/2032      2,250,000 1,949,582
Lloyds Banking Group PLC, 3.511% to 3/18/2025, FLR (CMT - 1yr. + 1.6%) to 3/18/2026      2,546,000 2,528,039
Mizuho Financial Group, 5.754%, 5/27/2034      2,000,000 2,071,394
Morgan Stanley, 3.875%, 1/27/2026      5,400,000 5,350,421
Morgan Stanley, 3.625%, 1/20/2027      824,000 808,556
Morgan Stanley, 3.95%, 4/23/2027      290,000 284,648
Morgan Stanley, 1.512% to 7/20/2026, FLR (SOFR - 1 day + 0.858%) to 7/20/2027      977,000 924,458
Standard Chartered PLC, 6.17% to 1/09/2026, FLR (CMT - 1yr. + 2.05%) to 1/09/2027 (n)     1,750,000 1,770,947
UBS Group Funding (Switzerland) AG, 4.253%, 3/23/2028 (n)     2,449,000 2,390,811
UniCredit S.p.A., 2.569% to 9/22/2025, FLR (CMT - 1yr. + 2.3%) to 9/22/2026 (n)     2,088,000 2,035,809
        $35,590,894
Medical & Health Technology & Services – 0.7%
IQVIA, Inc., 5.7%, 5/15/2028    $ 472,000 $481,676
IQVIA, Inc., 6.25%, 2/01/2029      353,000 367,598
ProMedica Toledo Hospital, “B”, AGM, 5.75%, 11/15/2038      1,250,000 1,260,779
        $2,110,053
Metals & Mining – 1.9%
Anglo American Capital PLC, 4.75%, 4/10/2027 (n)   $ 1,547,000 $1,538,441
Anglo American Capital PLC, 2.25%, 3/17/2028 (n)     744,000 680,794
Anglo American Capital PLC, 2.875%, 3/17/2031 (n)     870,000 762,737
Glencore Funding LLC, 1.625%, 4/27/2026 (n)     1,191,000 1,137,149
Glencore Funding LLC, 3.875%, 10/27/2027 (n)     1,887,000 1,834,353
        $5,953,474
Midstream – 1.8%
Enbridge, Inc., 3.125%, 11/15/2029    $ 1,506,000 $1,389,877
MPLX LP, 4%, 3/15/2028      1,395,000 1,358,631
Plains All American Pipeline LP, 3.8%, 9/15/2030      1,510,000 1,408,322
Targa Resources Corp., 4.2%, 2/01/2033      357,000 328,170
Targa Resources Corp., 6.125%, 3/15/2033      577,000 602,928
25

Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Midstream – continued
Targa Resources Partners LP/Targa Resources Finance Corp., 6.875%, 1/15/2029    $ 499,000 $510,393
        $5,598,321
Mortgage-Backed – 1.4%  
Fannie Mae, 6.5%, 11/01/2031    $ 213,270 $218,186
Freddie Mac, 2.57%, 7/25/2026      3,375,000 3,275,460
Freddie Mac, 0.443%, 5/25/2029 (i)     6,837,545 130,327
Freddie Mac, 0.816%, 7/25/2029 (i)     4,920,901 175,206
Freddie Mac, 0.355%, 2/25/2031 (i)     6,786,456 159,341
Freddie Mac, 0.266%, 5/25/2033 (i)     6,200,000 137,185
Freddie Mac, 0.176%, 10/25/2033 (i)     11,614,030 203,731
Freddie Mac, 6%, 8/01/2034      3,528 3,632
Freddie Mac, 0.905%, 9/25/2034 (i)(w)     1,558,346 113,340
Ginnie Mae, 6%, 6/15/2033 - 10/15/2036      178,699 186,197
        $4,602,605
Municipals – 4.6%
Bridgeview, IL, Stadium and Redevelopment Projects, Taxable, AAC, 5.06%, 12/01/2025    $ 1,835,000 $1,826,920
Gainesville, TX, Hospital District, Taxable, “A”, 5.711%, 8/15/2033      2,330,000 2,359,932
Golden State, CA, Tobacco Securitization Corp., Tobacco Settlement Rev., Taxable, “B”, 3%, 6/01/2046      540,000 499,228
Guam International Airport Authority Rev., Taxable (A.B. Won Pat Airport), “A”, 3.839%, 10/01/2036      110,000 94,049
Massachusetts Educational Financing Authority, Education Loan Rev., Taxable, “N”, 6.069%, 7/01/2033      1,750,000 1,796,108
Massachusetts Educational Financing Authority, Education Loan Rev., Taxable, Issue M, “A”, 2.641%, 7/01/2037      1,745,000 1,532,272
Michigan Finance Authority Hospital Refunding Rev., Taxable (Trinity Health Credit Group), “T”, 3.084%, 12/01/2034      2,500,000 2,191,511
Michigan Finance Authority Tobacco Settlement Asset-Backed Rev., Taxable (2006 Sold Tobacco Receipts), “A-1”, 2.326%, 6/01/2030      14,541 14,461
Rhode Island Student Loan Authority, Education Loan Rev., Taxable, “2”, 2.348%, 12/01/2040      45,000 42,401
Syracuse, NY, Industrial Development Agency PILOT Rev., Taxable (Carousel Center Project), “B”, 5%, 1/01/2036 (n)     3,635,000 2,767,743
University of California, General Rev., Taxable, “BG”, 1.614%, 5/15/2030      2,010,000 1,720,865
        $14,845,490
26

Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Other Banks & Diversified Financials – 1.4%
AIB Group PLC, 6.608% to 9/13/2028, FLR (SOFR - 1 day + 2.33%) to 9/13/2029 (n)   $ 352,000 $370,049
CaixaBank S.A., 5.673% to 3/15/2029, FLR (SOFR - 1 day + 1.78%) to 3/15/2030 (n)     637,000 647,407
Macquarie Group Ltd., 1.34% to 1/12/2026, FLR (SOFR - 1 day + 1.069%) to 1/12/2027 (n)     1,784,000 1,707,678
Macquarie Group Ltd., 6.255% to 12/07/2033, FLR (SOFR - 1 day + 2.303%) to 12/07/2034 (n)     819,000 871,608
Truist Financial Corp., 5.435% to 1/24/2029, FLR (SOFR - 1 day + 1.62%) to 1/24/2030      789,000 798,465
        $4,395,207
Pharmaceuticals – 0.7%
Bayer US Finance LLC, 6.375%, 11/21/2030 (n)   $ 2,000,000 $2,085,894
Real Estate - Retail – 2.7%
Brixmor Operating Partnership LP, REIT, 4.05%, 7/01/2030    $ 2,349,000 $2,228,063
NNN REIT, Inc., 5.6%, 10/15/2033      675,000 688,658
Realty Income Corp., REIT, 3.4%, 1/15/2028      2,875,000 2,770,079
Regency Centers Corp., 3.7%, 6/15/2030      3,000,000 2,820,001
        $8,506,801
Specialty Stores – 1.4%
DICK'S Sporting Goods, 3.15%, 1/15/2032    $ 2,631,000 $2,307,392
Ross Stores, Inc., 4.8%, 4/15/2030      2,358,000 2,318,528
        $4,625,920
Supermarkets – 0.4%
Kroger Co., 4.9%, 9/15/2031    $ 1,184,000 $1,181,147
Telecommunications - Wireless – 1.8%
Crown Castle, Inc., REIT, 3.65%, 9/01/2027    $ 947,000 $916,619
Crown Castle, Inc., REIT, 2.25%, 1/15/2031      1,000,000 847,133
Rogers Communications, Inc., 3.2%, 3/15/2027      1,739,000 1,676,457
T-Mobile USA, Inc., 3.875%, 4/15/2030      2,500,000 2,374,302
        $5,814,511
Tobacco – 1.2%
B.A.T. Capital Corp., 4.7%, 4/02/2027    $ 2,000,000 $1,997,066
Philip Morris International, Inc., 5.75%, 11/17/2032      1,773,000 1,846,410
        $3,843,476
27

Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Transportation - Services – 2.4%
Element Fleet Management Corp., 6.271%, 6/26/2026 (n)   $ 1,685,000 $1,718,160
Element Fleet Management Corp., 5.643%, 3/13/2027 (n)     653,000 661,977
GXO Logistics, Inc., 6.25%, 5/06/2029      625,000 645,430
Penske Truck Leasing Co. LP, 5.35%, 1/12/2027 (n)     648,000 653,764
Penske Truck Leasing Co. LP, 5.35%, 3/30/2029 (n)     911,000 921,707
Toll Road Investors Partnership II LP, Capital Appreciation, NPFG, 0%, 2/15/2026 (n)     480,000 441,386
Toll Road Investors Partnership II LP, Capital Appreciation, NPFG, 0%, 2/15/2027 (n)     1,525,000 1,314,248
Toll Road Investors Partnership II LP, Capital Appreciation, NPFG, 0%, 2/15/2029 (n)     1,392,000 969,668
Toll Road Investors Partnership II LP, Capital Appreciation, NPFG, 0%, 2/15/2031 (n)     480,000 296,297
        $7,622,637
U.S. Government Agencies and Equivalents – 0.0%
Small Business Administration, 5.36%, 11/01/2025    $ 20,203 $20,112
Small Business Administration, 5.39%, 12/01/2025      13,200 13,174
        $33,286
U.S. Treasury Obligations – 26.7%
U.S. Treasury Notes, 2%, 2/15/2025 (f)   $ 9,900,000 $9,826,524
U.S. Treasury Notes, 2%, 8/15/2025      5,225,000 5,128,827
U.S. Treasury Notes, 2.25%, 11/15/2025      5,086,000 4,979,274
U.S. Treasury Notes, 2%, 11/15/2026      6,254,000 5,994,557
U.S. Treasury Notes, 1.625%, 11/30/2026      7,750,000 7,363,711
U.S. Treasury Notes, 1.875%, 2/28/2027      10,066,500 9,564,748
U.S. Treasury Notes, 2.375%, 5/15/2027      4,075,000 3,903,245
U.S. Treasury Notes, 0.5%, 6/30/2027      6,500,000 5,908,906
U.S. Treasury Notes, 3.75%, 8/15/2027      11,885,000 11,766,150
U.S. Treasury Notes, 0.375%, 9/30/2027      5,672,000 5,090,620
U.S. Treasury Notes, 1.75%, 11/15/2029      4,500,000 4,018,535
U.S. Treasury Notes, 1.5%, 2/15/2030      5,043,500 4,405,970
U.S. Treasury Notes, 4.625%, 4/30/2031      1,626,000 1,662,839
U.S. Treasury Notes, 1.875%, 2/15/2032      2,705,500 2,306,544
U.S. Treasury Notes, 4.125%, 11/15/2032      3,400,000 3,374,234
        $85,294,684
Utilities - Electric Power – 3.8%
Algonquin Power & Utilities Corp., 5.365%, 6/15/2026    $ 364,000 $366,031
Enel Americas S.A., 4%, 10/25/2026      252,000 247,097
Enel Finance International N.V., 7.05%, 10/14/2025 (n)     895,000 912,511
FirstEnergy Corp., 3.9%, 7/15/2027      2,827,000 2,759,337
ITC Holdings Corp., 2.95%, 5/14/2030 (n)     3,000,000 2,700,922
28

Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Utilities - Electric Power – continued
Liberty Utilities Finance Co., 2.05%, 9/15/2030 (n)   $ 3,000,000 $2,519,394
Pacific Gas & Electric Co., 5.45%, 6/15/2027      401,000 406,537
Pacific Gas & Electric Co., 2.1%, 8/01/2027      952,000 885,501
Pacific Gas & Electric Co., 6.1%, 1/15/2029      326,000 338,497
Southern California Edison Co., 6.65%, 4/01/2029      816,000 873,021
Transelec S.A., 4.25%, 1/14/2025 (n)     228,000 227,392
        $12,236,240
Total Bonds (Identified Cost, $321,785,453)   $309,382,556
Investment Companies (h) – 2.8%
Money Market Funds – 2.8%  
MFS Institutional Money Market Portfolio, 4.87% (v) (Identified Cost, $8,830,474)     8,830,471 $8,831,354
Other Assets, Less Liabilities – 0.4%   1,404,328
Net Assets – 100.0% $319,618,238
    
(f) All or a portion of the security has been segregated as collateral for open futures contracts.      
(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $8,831,354 and $309,382,556, respectively.      
(i) Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.      
(n) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $79,424,239, representing 24.8% of net assets.      
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.      
(w) When-issued security.      
    
The following abbreviations are used in this report and are defined:
AAC Ambac Assurance Corp.
AGM Assured Guaranty Municipal
CLO Collateralized Loan Obligation
CMT Constant Maturity Treasury
FLR Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.
NPFG National Public Finance Guarantee Corp.
REIT Real Estate Investment Trust
SOFR Secured Overnight Financing Rate
29

Portfolio of Investments – continued
Derivative Contracts at 10/31/24
Futures Contracts
Description Long/
Short
Currency Contracts Notional
Amount
Expiration
Date
Value/Unrealized
Appreciation
(Depreciation)
Asset Derivatives
Interest Rate Futures    
U.S. Treasury Ultra Note 10 yr Short USD 161 $18,313,750 December – 2024 $406,937
Liability Derivatives
Interest Rate Futures    
U.S. Treasury Note 10 yr Long USD 101 $11,157,344 December – 2024 $(253,510)
U.S. Treasury Note 2 yr Long USD 173 35,628,539 December – 2024 (112,509)
U.S. Treasury Note 5 yr Long USD 520 55,761,875 December – 2024 (1,170,992)
            $(1,537,011)
At October 31, 2024, the fund had liquid securities with an aggregate value of $833,767 to cover any collateral or margin obligations for certain derivative contracts.
30

Financial Statements
Statement of Assets and Liabilities
At 10/31/24
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
Assets  
Investments in unaffiliated issuers, at value (identified cost, $321,785,453) $309,382,556
Investments in affiliated issuers, at value (identified cost, $8,830,474) 8,831,354
Receivables for  
Investments sold 35,386
Interest 2,550,212
Other assets 18,467
Total assets $320,817,975
Liabilities  
Payables for  
Distributions $88,207
Net daily variation margin on open futures contracts 78,730
Investments purchased 758,092
When-issued investments purchased 113,575
Payable to affiliates  
Investment adviser 9,481
Administrative services fee 306
Transfer agent and dividend disbursing costs 1,999
Payable for independent Trustees' compensation 15
Accrued expenses and other liabilities 149,332
Total liabilities $1,199,737
Net assets $319,618,238
Net assets consist of  
Paid-in capital $344,954,397
Total distributable earnings (loss) (25,336,159)
Net assets $319,618,238
Shares of beneficial interest outstanding (unlimited number of shares authorized) 113,798,238
Net asset value per share (net assets of $319,618,238 / 113,798,238 shares of beneficial interest outstanding) $2.81
See Notes to Financial Statements
31

Financial Statements
Statement of Operations
Year ended 10/31/24
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Net investment income (loss)  
Income  
Interest $11,240,872
Dividends from affiliated issuers 1,332,801
Total investment income $12,573,673
Expenses  
Management fee $1,770,850
Transfer agent and dividend disbursing costs 76,225
Administrative services fee 56,638
Independent Trustees' compensation 10,960
Stock exchange fee 111,190
Custodian fee 23,031
Shareholder communications 134,067
Audit and tax fees 97,628
Legal fees 7,931
Miscellaneous 45,485
Total expenses $2,334,005
Net investment income (loss) $10,239,668
Realized and unrealized gain (loss)
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers $(1,297,758)
Affiliated issuers 3,949
Futures contracts 462,653
Net realized gain (loss) $(831,156)
Change in unrealized appreciation or depreciation  
Unaffiliated issuers $18,195,829
Affiliated issuers (1,073)
Futures contracts (291,103)
Net unrealized gain (loss) $17,903,653
Net realized and unrealized gain (loss) $17,072,497
Change in net assets from operations $27,312,165
See Notes to Financial Statements
32

Financial Statements
Statements of Changes in Net Assets
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
  Year ended
  10/31/24 10/31/23
Change in net assets    
From operations    
Net investment income (loss) $10,239,668 $9,217,321
Net realized gain (loss) (831,156) (6,701,513)
Net unrealized gain (loss) 17,903,653 7,131,199
Change in net assets from operations $27,312,165 $9,647,007
Distributions to shareholders $(10,586,303) $(9,780,059)
Tax return of capital distributions to shareholders $(17,058,539) $(19,197,187)
Change in net assets from fund share transactions $(554,096) $(2,444,698)
Total change in net assets $(886,773) $(21,774,937)
Net assets    
At beginning of period 320,505,011 342,279,948
At end of period $319,618,238 $320,505,011
See Notes to Financial Statements
33

Financial Statements
Financial Highlights
The financial highlights table is intended to help you understand the fund's financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
  Year ended
  10/31/24 10/31/23 10/31/22 10/31/21 10/31/20
Net asset value, beginning of period $2.81 $2.98 $3.64 $3.95 $4.04
Income (loss) from investment operations
Net investment income (loss) (d) $0.09 $0.08 $0.07 $0.08 $0.09
Net realized and unrealized gain (loss) 0.15 0.00(w) (0.44) (0.06) 0.16
 Total from investment operations  $0.24  $0.08  $(0.37)  $0.02  $0.25
Less distributions declared to shareholders
From net investment income $(0.09) $(0.08) $(0.08) $(0.10) $(0.11)
From net realized gain (0.03) (0.04)
From tax return of capital (0.15) (0.17) (0.21) (0.20) (0.19)
 Total distributions declared to shareholders  $(0.24)  $(0.25)  $(0.29)  $(0.33)  $(0.34)
 Net increase from repurchase of capital shares  $0.00(w)  $0.00(w)  $0.00(w)  $—  $0.00(w)
 Net asset value, end of period (x)  $2.81  $2.81  $2.98  $3.64  $3.95
 Market value, end of period  $2.73  $2.58  $2.75  $3.63  $3.73
 Total return at market value (%) 15.71 2.73 (16.98) 6.18 8.24
 Total return at net asset value (%) (j)(r)(s)(x) 9.35 3.26 (10.29) 0.54 6.96
Ratios (%) (to average net assets)
and Supplemental data:
Expenses 0.72 0.69 0.65 0.62 0.64
Net investment income (loss) 3.15 2.72 2.16 2.08 2.33
Portfolio turnover rate 20 15 16 20 43
Net assets at end of period (000 omitted)  $319,618  $320,505  $342,280  $422,382  $457,844
    
(d) Per share data is based on average shares outstanding.
(j) Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(w) Per share amount was less than $0.01.
(x) The net asset values and total returns at net asset value have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
See Notes to Financial Statements
34

Notes to Financial Statements
(1) Business and Organization
MFS Intermediate Income Trust (the fund) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a diversified closed-end management investment company.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies.
(2) Significant Accounting Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.
In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which affects all public entities that are required to report segment information in accordance with Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The intent of ASU 2023-07 is, through improved segment disclosures, to enable investors to better understand an entity’s overall performance and to assess its potential future cash flows. Although management is still evaluating the disclosures required by ASU 2023-07, adoption of the standard will not affect the fund's financial position or its results of operations.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations Subject to its oversight, the fund's Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments to MFS as the fund's adviser, pursuant to the fund’s valuation
35

Notes to Financial Statements  - continued 
policy and procedures which have been adopted by the adviser and approved by the Board. In accordance with Rule 2a-5 under the Investment Company Act of 1940, the Board of Trustees designated the adviser as the “valuation designee” of the fund. If the adviser, as valuation designee, determines that reliable market quotations are not readily available for an investment, the investment is valued at fair value as determined in good faith by the adviser in accordance with the adviser’s fair valuation policy and procedures.
Under the fund's valuation policy and procedures, debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
Under the fund’s valuation policy and procedures, market quotations are not considered to be readily available for debt instruments, floating rate loans, and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services or otherwise determined by the adviser in accordance with the adviser’s fair valuation policy and procedures. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, spreads and other market data. An investment may also be valued at fair value if the adviser determines that the investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund's assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of
36

Notes to Financial Statements  - continued 
input that is significant to the fair value measurement. The fund's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes significant unobservable inputs, which may include the adviser's own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts. The following is a summary of the levels used as of October 31, 2024 in valuing the fund's assets and liabilities:
Financial Instruments Level 1 Level 2 Level 3 Total
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents $— $85,327,970 $— $85,327,970
Non - U.S. Sovereign Debt 3,616,405 3,616,405
Municipal Bonds 14,845,490 14,845,490
U.S. Corporate Bonds 121,920,343 121,920,343
Residential Mortgage-Backed Securities 10,175,185 10,175,185
Commercial Mortgage-Backed Securities 7,347,779 7,347,779
Asset-Backed Securities (including CDOs) 15,249,058 15,249,058
Foreign Bonds 50,900,326 50,900,326
Mutual Funds 8,831,354 8,831,354
Total $8,831,354 $309,382,556 $— $318,213,910
Other Financial Instruments        
Futures Contracts – Assets $406,937 $— $— $406,937
Futures Contracts – Liabilities (1,537,011) (1,537,011)
For further information regarding security characteristics, see the Portfolio of Investments.
Derivatives — The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.
The derivative instruments used by the fund during the period were futures contracts. Depending on the type of derivative, a fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the
37

Notes to Financial Statements  - continued 
exchange. The fund's period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2024 as reported in the Statement of Assets and Liabilities:
    Fair Value (a)
Risk Derivative Contracts Asset Derivatives Liability Derivatives
Interest Rate Futures Contracts $406,937 $(1,537,011)
(a) Values presented in this table for futures contracts correspond to the values reported in the Portfolio of Investments. Only the current day net variation margin for futures contracts is reported separately within the Statement of Assets and Liabilities.
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2024 as reported in the Statement of Operations:
Risk Futures
Contracts
Interest Rate $462,653
The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended October 31, 2024 as reported in the Statement of Operations:
Risk Futures
Contracts
Interest Rate $(291,103)
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund's credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options). Collateral, in the form of cash and securities, is held in segregated accounts with the fund's custodian in connection with these agreements. For
38

Notes to Financial Statements  - continued 
derivatives traded under an ISDA Master Agreement, which contains a credit support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund's collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
Futures Contracts — The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.
The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income —  Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date.
39

Notes to Financial Statements  - continued 
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Investment transactions are recorded on the trade date.  In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.
The fund may purchase or sell securities on a when-issued or delayed delivery basis. In these extended settlement transactions, the receipt or delivery of the securities by the fund and related payments occur at a future date, usually beyond the customary settlement period. The price of such security and the date that the security will be settled are generally fixed at the time the transaction is negotiated. The value of the security varies with market fluctuations and for debt securities no interest accrues to the fund until settlement takes place. When the fund sells securities on a when-issued or delayed delivery basis, the fund typically owns or has the right to acquire securities equivalent in kind and amount to the securities sold. Purchase and sale commitments for when-issued or delayed delivery securities are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy, and included in When-issued investments purchased and When-issued investments sold in the Statement of Assets and Liabilities, as applicable. Losses may arise due to changes in the value of the underlying securities prior to settlement date or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors.
To mitigate the counterparty credit risk on TBA transactions, mortgage dollar rolls, and other types of forward settling mortgage-backed and asset-backed security transactions, the fund whenever possible enters into a Master Securities Forward Transaction Agreement (“MSFTA”) on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The MSFTA gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the MSFTA, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the MSFTA could result in a reduction of the fund's credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
For mortgage-backed and asset-backed securities traded under a MSFTA, the collateral and margining requirements are contract specific. Collateral amounts across all transactions traded under such agreement are netted and an amount is posted from one party to the other to collateralize such obligations. Cash that has been pledged to cover the fund's collateral or margin obligations under a MSFTA, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result,
40

Notes to Financial Statements  - continued 
no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. The fund employs a managed distribution policy whereby the fund seeks to pay monthly distributions based on an annual rate of 8.50% of the fund’s average monthly net asset value. As a result, distributions may exceed actual earnings which may result in a tax return of capital. Distributions in any year may include a substantial return of capital component. Please refer to the Financial Highlights for distributions of tax returns of capital made during the prior five years. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to amortization of premium and accretion of discount of debt securities and derivative transactions.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
  Year ended
10/31/24
Year ended
10/31/23
Ordinary income (including any short-term capital gains) $10,586,303 $9,780,059
Tax return of capital (b) 17,058,539 19,197,187
Total distributions $27,644,842 $28,977,246
    
(b) Distributions in excess of tax basis earnings and profits are reported in the financial statements as a tax return of capital.
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 10/31/24  
Cost of investments $330,615,523
Gross appreciation 1,816,866
Gross depreciation (15,348,553)
Net unrealized appreciation (depreciation) $(13,531,687)
Capital loss carryforwards (11,716,265)
Other temporary differences (88,207)
Total distributable earnings (loss) $(25,336,159)
41

Notes to Financial Statements  - continued 
As of October 31, 2024, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:
Short-Term $(1,654,137)
Long-Term (10,062,128)
Total $(11,716,265)
(3) Transactions with Affiliates
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.32% of the fund’s average daily net assets and 5.65% of gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from investment income reported in the Statement of Operations. MFS has agreed to reduce its management fee to the lesser of the contractual management fee as set forth above or 0.85% of the fund's average daily net assets. This written agreement will continue until modified by the fund's Board of Trustees, but such agreement will continue at least until October 31, 2025. For the year ended October 31, 2024, the fund’s average daily net assets and gross income fees did not meet the thresholds required to waive the management fee under this agreement. The management fee, from net assets and gross income, incurred for the year ended October 31, 2024 was equivalent to an annual effective rate of 0.54% of the fund’s average daily net assets.
Transfer Agent — The fund engages Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the fund. MFS Service Center, Inc. (MFSC) monitors and supervises the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the year ended October 31, 2024, fees paid to MFSC amounted to $27,670.
Administrator — MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee is computed daily and paid monthly. The administrative services fee incurred for the year ended October 31, 2024 was equivalent to an annual effective rate of 0.0174% of the fund's average daily net assets.
Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. Independent Trustees’ compensation is accrued daily and paid subsequent to each Trustee Board meeting. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund.  Certain officers and Trustees of the fund are officers or directors of MFS and MFSC.
42

Notes to Financial Statements  - continued 
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
(4) Portfolio Securities
For the year ended October 31, 2024, purchases and sales of investments, other than short-term obligations, were as follows:
  Purchases Sales
U.S. Government securities $17,726,600 $18,954,166
Non-U.S. Government securities 43,170,697 42,152,452
(5) Shares of Beneficial Interest
The fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The Trustees have authorized the repurchase by the fund of up to 10% annually of its own shares of beneficial interest.
The fund repurchased 213,332 shares of beneficial interest during the year ended October 31, 2024 at an average price per share of $2.60 and a weighted average discount of 7.50% per share. The fund repurchased 886,201 shares of beneficial interest during the year ended October 31, 2023 at an average price per share of $2.76 and a weighted average discount of 7.35% per share. Transactions in fund shares were as follows:
  Year ended
10/31/24
  Year ended
10/31/23
  Shares Amount   Shares Amount
Capital shares repurchased (213,332) $(554,096)   (886,201) $(2,444,698)
(6) Line of Credit
The fund and certain other funds managed by MFS participate in a $1.45 billion unsecured committed line of credit of which $1.2 billion is reserved for use by the fund and certain other MFS U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of 1) Daily Simple SOFR (Secured Overnight Financing Rate) plus 0.10%, 2) the Federal Funds Effective Rate, or 3) the Overnight Bank Funding Rate, each plus an agreed upon spread. A commitment fee, based on the average daily unused portion of the committed line of credit, is allocated among the participating funds. The line of credit expires on March 13, 2025 unless extended or renewed. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended October 31, 2024, the fund’s commitment fee and interest expense were $1,582 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
43

Notes to Financial Statements  - continued 
(7) Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers for the year ended October 31, 2024:
Affiliated Issuers Beginning
Value
Purchases Sales
Proceeds
Realized
Gain
(Loss)
Change in
Unrealized
Appreciation or
Depreciation
Ending
Value
MFS Institutional Money Market Portfolio  $30,216,448  $72,408,048  $93,796,018  $3,949  $(1,073)  $8,831,354
    
Affiliated Issuers Dividend
Income
Capital Gain
Distributions
MFS Institutional Money Market Portfolio  $1,332,801  $—
44

Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the Shareholders of MFS Intermediate Income Trust:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Intermediate Income Trust (the “Fund”), including the portfolio of investments, as of October 31, 2024, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2024, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights.
45

Report of Independent Registered Public Accounting Firm – continued
Our procedures included confirmation of securities owned as of October 31, 2024, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 13, 2024
We have served as the auditor of one or more of the MFS investment companies since 1924.
46

Results of Shareholder Meeting (unaudited)
At the annual meeting of shareholders of MFS Intermediate Income Trust, which was held on October 3, 2024, the following action was taken:
Item 1: To elect the following individuals as Trustees:
    Number of Shares
Nominee   For   Against/Withheld
John A. Caroselli   73,100,453.091   10,166,782.374
James W. Kilman, Jr.   73,245,086.091   10,022,149.374
Clarence Otis, Jr.   73,078,400.709   10,188,834.756
47

Trustees and Officers — Identification and Background
The Trustees and Officers of the Trust, as of December 1, 2024, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.)  The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Term
Expiring
  Number
of MFS
Funds
overseen
by the
Trustee
  Principal
Occupations
During
the Past
Five Years
  Other
Directorships
During
the Past
Five Years (j)
INTERESTED TRUSTEE                        
Michael W. Roberge (k)
(age 58)
  Trustee   January 2021   2026   135   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; Chairman of the Board (since January 2022)   N/A
INDEPENDENT TRUSTEES                        
John P. Kavanaugh
(age 70)
  Trustee and Chair of Trustees   January 2009   2026   135   Private investor   N/A
Steven E. Buller
(age 73)
  Trustee   February 2014   2026   135   Private investor   N/A
John A. Caroselli
(age 70)
  Trustee   March 2017   2027   135   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A
Maureen R. Goldfarb
(age 69)
  Trustee   January 2009   2025   135   Private investor   N/A
Peter D. Jones
(age 69)
  Trustee   January 2019   2026   135   Private investor   N/A
James W. Kilman, Jr.
(age 63)
  Trustee   January 2019   2027   135   Burford Capital Limited (finance and investment management), Senior Advisor (since 2021), Chief Financial Officer (2019 - 2021); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016)   Alpha-En Corporation, Director (2016-2019)
48

Trustees and Officers - continued
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Term
Expiring
  Number
of MFS
Funds
overseen
by the
Trustee
  Principal
Occupations
During
the Past
Five Years
  Other
Directorships
During
the Past
Five Years (j)
Clarence Otis, Jr.
(age 68)
  Trustee   March 2017   2027   135   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director
Maryanne L. Roepke
(age 68)
  Trustee   May 2014   2025   135   Private investor   N/A
Laurie J. Thomsen
(age 67)
  Trustee   March 2005   2025   135   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
    
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Term Expiring   Number
of MFS
Funds
overseen
by the
Trustee
  Principal
Occupations
During
the Past
Five Years
OFFICERS                    
William T. Allen (k)
(age 57)
  Deputy Assistant Treasurer   April 2024   N/A   135   Massachusetts Financial Services Company, Vice President
Brian Balasco (k)
(age 46)
  Assistant Treasurer   April 2024   N/A   135   Massachusetts Financial Services Company, Vice President
Christopher R. Bohane (k)
(age 50)
  Assistant Secretary and Assistant Clerk   July 2005   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Deputy General Counsel
James L. Byrne (k)
(age 48)
  Assistant Treasurer   April 2024   N/A   135   Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k)
(age 57)
  Deputy Treasurer   April 2017   N/A   135   Massachusetts Financial Services Company, Vice President
David L. DiLorenzo (k)
(age 56)
  President   July 2005   N/A   135   Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k)
(age 57)
  Secretary and Clerk   April 2017   N/A   135   Massachusetts Financial Services Company, Executive Vice President and General Counsel
49

Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Term Expiring   Number
of MFS
Funds
overseen
by the
Trustee
  Principal
Occupations
During
the Past
Five Years
Brian E. Langenfeld (k)
(age 51)
  Assistant Secretary and Assistant Clerk   June 2006   N/A   135   Massachusetts Financial Services Company, Vice President and Managing Counsel
Rosa E. Licea-Mailloux (k)
(age 48)
  Chief Compliance Officer   March 2022   N/A   135   Massachusetts Financial Services Company, Vice President (since 2018); Director of Corporate Compliance (2018-2021), Senior Director Compliance (2021-2022), Senior Managing Director of North American Compliance & Chief Compliance Officer (since March 2022)
Amanda S. Mooradian (k)
(age 45)
  Assistant Secretary and Assistant Clerk   September 2018   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel
Susan A. Pereira (k)
(age 54)
  Assistant Secretary and Assistant Clerk   July 2005   N/A   135   Massachusetts Financial Services Company, Vice President and Managing Counsel
Kasey L. Phillips (k)
(age 53)
  Treasurer   September 2012   N/A   135   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 50)
  Assistant Secretary and Assistant Clerk   October 2014   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Senior Managing Counsel
William B. Wilson (k)
(age 42)
  Assistant Secretary and Assistant Clerk   October 2022   N/A   135   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
(h) Date first appointed to serve as Trustee/Officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. From January 2012 through December 2016, Mr. DiLorenzo served as Treasurer of the Funds. From September 2012 through March 2024, Ms. Phillips served as Assistant Treasurer of the Funds. From April 2017 through March 2024, Mr. Clark served as Assistant Treasurer of the Funds.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS.  The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
50

Trustees and Officers - continued
The Trust holds annual shareholder meetings for the purpose of electing Trustees, and Trustees are elected for fixed terms. The Board of Trustees is currently divided into three classes, each having a term of three years which term expires on the date of the third annual meeting following the election to office of the Trustee’s class. Each year the term of one class expires. Each Trustee and officer will serve until next elected or his or her earlier death, resignation, retirement or removal. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Caroselli, Jones and Otis are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

Investment Adviser Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
State Street Bank and Trust Company
1 Congress Street, Suite 1
Boston, MA 02114-2016
    
Portfolio Manager(s) Independent Registered Public Accounting Firm
Geoffrey Schechter
Alexander Mackey
Jake Stone
Deloitte & Touche LLP
115 Federal Street
Boston, MA 02110
51

MFS Intermediate Income Trust
Board Review of Investment Advisory Agreement
MFS Intermediate Income Trust
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS.  The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting.  In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2024 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”).  The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings.  The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant.  The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review.  As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance (based on net asset value) of the Fund for various time periods ended December 31, 2023 and the investment performance (based on net asset value) of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and
52

Board Review of Investment Advisory Agreement - continued
portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds.  The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor.  Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors.  It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods.  The Trustees placed particular emphasis on the total return performance of the Fund’s common shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2023, which the Trustees believed was a long enough period to reflect differing market conditions.  The total return performance of the Fund’s common shares ranked 1st out of a total of 2 funds in the Broadridge performance universe for the five-year period (a ranking of first place out of the total number of funds in the performance universe indicating the best performer and a ranking of last place out of the total number of funds in the performance universe indicating the worst performer).  The total return performance of the Fund’s common shares ranked 1st out of a total of 2 funds for both the one- and three-year periods ended December 31, 2023.  Given the size of the Broadridge performance universe and information previously provided by MFS regarding differences between the Fund and other funds in its Broadridge performance universe, the Trustees also reviewed the Fund’s performance in comparison to the Bloomberg U.S. Intermediate Government/Credit Bond Index.  The Fund outperformed its benchmark for each of the one-, three-, and five-year periods ended December 31, 2023 (one-year: 6.2% total return for the Fund versus 5.2% total return for the benchmark; three-year: -1.1% total return for the Fund versus -1.6% total return for the benchmark; five-year: 2.6% total return for the Fund versus 1.6% total return for the benchmark).  Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance.  After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
53

Board Review of Investment Advisory Agreement - continued
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s common shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge.  The Trustees considered that MFS has agreed in writing to reduce its advisory fee, which may not be changed without the Trustees’ approval.  The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any.  In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds.
The Trustees considered that, as a closed-end fund, the Fund is unlikely to experience meaningful asset growth.  As a result, the Trustees did not view the potential for realization of economies of scale as the Fund’s assets grow to be a material factor in their deliberations.  The Trustees noted that they would consider economies of scale in the future in the event the Fund experiences significant asset growth, such as through an offering of preferred shares (which is not currently contemplated) or a material increase in the market value of the Fund’s portfolio securities.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund.  The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies.  In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc.  The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative services provided to the Fund by MFS under agreements other than the investment advisory agreement.  The Trustees also considered the nature, extent and quality of
54

Board Review of Investment Advisory Agreement - continued
certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians.  The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds.  The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2024.
55

Proxy Voting Policies and Information
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio Disclosure
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT.  The fund’s Form N-PORT reports are available on the SEC’s Web site at  http://www.sec.gov.  A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at  mfs.com/closedendfunds by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Reports and Other Documents” tab.
Further Information
From time to time, MFS may post important information about the fund or the MFS Funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/closedendfunds by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Additional information about the fund (e.g., performance, dividends and the fund’s price history)  is also available at mfs.com/closedendfunds by choosing the fund's name, if any.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, transfer agent, and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Federal Tax Information (unaudited)
The fund will notify shareholders of amounts for use in preparing 2024 income tax forms in January 2025. The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund intends to pass through the maximum amount allowable as Section 163(j) Interest Dividends as defined in Treasury Regulation §1.163(j)-1(b).
56

rev. 3/16
FACTS WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
    
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
    
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
• Social Security number and account balances
• Account transactions and transaction history
• Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice.
    
How? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing.
    
Reasons we can share your
personal information
Does MFS share? Can you limit
this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We don't share
For joint marketing with other
financial companies
No We don't share
For our affiliates' everyday business purposes –
information about your transactions and experiences
No We don't share
For our affiliates' everyday business purposes –
information about your creditworthiness
No We don't share
For nonaffiliates to market to you No We don't share
    
Questions? Call 800-225-2606 or go to mfs.com.
57

Page 2
Who we are
Who is providing this notice? MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.
    
What we do
How does MFS
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal
information?
We collect your personal information, for example, when you
• open an account or provide account information
• direct us to buy securities or direct us to sell your securities
• make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing? Federal law gives you the right to limit only
• sharing for affiliates' everyday business purposes – information about your creditworthiness
• affiliates from using your information to market to you
• sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
    
Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
• MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
• MFS does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
• MFS doesn't jointly market.
    
Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
58