Certified Annual Shareholder Report for Management Investment Companies (n-csr)

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the complete reports will be made available on the fund’s Web site, and you will be notified by mail each time a report is posted and provided with a Web site link to access the report.

If you are already signed up to receive shareholder reports by email, you will not be affected by this change and you need not take any action. You may sign up to receive shareholder reports and other communications from the fund by email by contacting your financial intermediary (such as a broker-dealer or bank) or, if you hold your shares directly with the fund, by calling 1-800-637-2304 or by logging into your Investor Center account at www.computershare.com/investor.

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the fund, you can call 1-800-637-2304 to let the fund know that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the MFS fund complex if you invest directly.

MIN-ANN

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 minimum 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.


Letter from the Executive Chair			1
Portfolio composition			2
Management review			4
Performance summary			6
Portfolio managers’ profiles			8
Dividend reinvestment and cash purchase plan			9
Portfolio of investments			10
Statement of assets and liabilities			18
Statement of operations			19
Statements of changes in net assets			20
Financial highlights			21
Notes to financial statements			23
Report of independent registered public accounting firm			30
Results of shareholder meeting			32
Trustees and officers			33
Board review of investment advisory agreement			39
Proxy voting policies and information			43
Quarterly portfolio disclosure			43
Further information			43
Information about fund contracts and legal claims			43
Federal tax information			43
MFS^® privacy notice			44
Contact information back cover

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

market volatility in late 2018, markets steadied during 2019, thanks in large measure to the adoption of a dovish policy stance on the part of global central banks, focused on supporting economic growth. The U.S. and China have repeatedly raised tariffs on each other, though preliminary steps toward an interim trade agreement have been undertaken, modestly easing tensions in recent months. While British Prime Minister Boris Johnson has negotiated a reworked withdrawal agreement with the European Union, Parliament has not yet approved the deal, leading the EU to grant the United Kingdom a Brexit delay until no later than January 31, 2020. Uncertainty over Brexit, along with the ripple effects from the trade conflict, have hampered business

confidence and investment in the U.K. and Europe, though investors hope that greater clarity regarding the Brexit outcome will emerge after a British parliamentary election in December.

Markets expect that the longest economic expansion in U.S. history will continue for the time being, albeit at a slower pace. In an effort to prolong the expansion, the U.S. Federal Reserve lowered interest rates three times between July and October. Similarly, the European Central Bank loosened policy in September. While the monetary policy environment remains quite accommodative, tentative signs of easing trade tensions and receding global recession fears have helped push global interest rates modestly higher from the record-low levels posted late in the summer as investors grew less risk averse.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to responsible allocation of capital allow us to wade through the noise to uncover what we believe are the best, most durable investment opportunities in the market. Through our powerful global investment platform, we combine collective expertise, thoughtful risk management and long-term discipline with the purpose of creating sustainable value for investors.

Respectfully,

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

December 16, 2019

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

1


Fixed income sectors (i)
Investment Grade Corporates			50.1%
U.S. Treasury Securities			37.5%
Municipal Bonds			3.5%
Emerging Markets Bonds			2.0%
Commercial Mortgage-Backed Securities			1.6%
Mortgage-Backed Securities			1.3%
Asset-Backed Securities			0.8%
U.S. Government Agencies			0.7%
Collateralized Debt Obligations			0.7%
Non-U.S. Government Bonds			0.5%
Residential Mortgage-Backed Securities			0.3%


Composition including fixed income credit quality (a)(i)
AAA			4.0%
AA			1.8%
A			16.8%
BBB			34.1%
BB			2.3%
D			0.5%
U.S. Government			37.5%
Federal Agencies			2.0%
Cash & Cash Equivalents			1.0%

Portfolio facts (i)
Average Duration (d)			4.0
Average Effective Maturity (m)			4.5 yrs.

(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. 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, which 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.

2

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 device (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.

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, 2019.

The portfolio is actively managed and current holdings may be different.

3

MFS Intermediate Income Trust (fund) is a closed-end fund. The fund’s investment objective is to seek high current income, but may also consider capital appreciation. MFS 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.

For the twelve months ended October 31, 2019, shares of the fund provided a total return of 9.77%, at net asset value, and a total return of 11.87%, at market value. This compares with a return of 8.74% for the fund’s benchmark, the Bloomberg Barclays 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

Fading fears of a near-term global recession, hopes for a partial trade deal between the United States and China and dramatically lower odds of a no-deal Brexit helped bolster market sentiment late in the period, after providing headwinds for many months prior. Changes in market sentiment, largely driven by uncertainty over the outcome of trade negotiations between the United States and China, contributed to periodic bouts of volatility during the reporting period. The global economy decelerated, led by weakness in China and Europe, although the pace of the slowdown moderated.

The deteriorating global growth backdrop, along with declining inflationary pressures, prompted the US Federal Reserve to adopt a more dovish posture beginning in early 2019, resulting in the first interest rate cut in over a decade at the end of July, followed by additional cuts in September and October. The Fed’s actions led to a sharp decline in long-term interest rates during the period’s second half, inverting portions of the US Treasury yield curve for a time. The Fed indicated in October that further rate cuts are unlikely unless the outlook for the economy materially worsens.

Globally, central banks have tilted more dovish as well, with the European Central Bank unveiling a package of easing measures, which included cutting overnight rates deeper into negative territory, restarting its bond-buying program and lengthening the term of cheap loans to banks to three years from two. The central banks of India and Australia are among those that have cut rates several times in recent months, although China has been more cautious in increasing liquidity as it continues to attempt to deleverage its economy, cutting rates only marginally.

Emerging markets experienced considerable volatility through the end of 2018, as tighter global financial conditions exposed structural weakness in some countries. Those conditions improved in 2019, as the Fed became more dovish, but significant trade friction between the US and China weighed on sentiment for much of the year, although hopes for a partial trade deal improved sentiment late in the period. Idiosyncratic factors negatively impacted some emerging economies, such as Argentina and Turkey.

4

From a geopolitical perspective, Brexit uncertainty has receded. While British Prime Minister Boris Johnson has negotiated a reworked withdrawal agreement with the European Union, Parliament has not yet approved the deal, leading the EU to grant the United Kingdom a Brexit delay until no later than January 31, 2020. A UK general election, scheduled for December 12, may bring some clarity to the situation. Hopes for a limited trade agreement between the US and China, as well as fading global recession fears, were supportive factors for risk assets at period end.

Factors Affecting Performance

Relative to the Bloomberg Index, the fund’s positioning along the yield curve^(y) was a key contributor to performance, primarily due to a more positive impact from carry (i.e., the cost or benefit from holding an asset) than the benchmark. In terms of allocation, a greater exposure to both the industrials and financial institutions sectors, along with favorable bond selection within the financial institutions sector, also strengthened relative returns. Additionally, security selection in “BBB” rated^(r) securities, notably within both the industrials and utilities sectors, further benefited relative results.

Conversely, not holding a position in “BBB” rated government bonds, which are represented in the benchmark, detracted from relative performance.

Respectfully,

Portfolio Manager(s)

Alexander Mackey and Geoffrey Schechter

(r)

Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The source for bond quality ratings is Moody’s Investors Service, Standard & Poor’s and Fitch, Inc. and are applied using 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. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three 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.

5

The following chart presents the fund’s historical performance in comparison to its benchmark(s). Investment return and principal value will fluctuate, and shares, when sold, may be worth more or less than their 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. Performance data shown represents past performance and is no guarantee of future results.

Price Summary for MFS Intermediate Income Trust

Date

Price

Year Ended 10/31/19

Net Asset Value

10/31/19

$4.04

10/31/18

$4.03

New York Stock Exchange Price

10/31/19

$3.77

8/12/19

(high) (t)

$3.87

11/16/18

(low) (t)

$3.62

10/31/18

$3.69

Total Returns vs Benchmark(s)



Year Ended 10/31/19	MFS Intermediate Income Trust at
	New York Stock Exchange Price (r)	11.87%
	Net Asset Value (r)	9.77%
	Bloomberg Barclays U.S. Intermediate Government/Credit Bond Index (f)	8.74%

(f)	Source: FactSet Research Systems Inc.

(r)	Includes reinvestment of all distributions.

(t)	For the period November 1, 2018 through October 31, 2019.

Benchmark Definition(s)

Bloomberg Barclays U.S. Intermediate Government/Credit Bond Index – 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. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy

6

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 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 dividend amount will fluctuate with changes in the fund’s average monthly net assets.

Net asset values and 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 Statement of Assets and Liabilities or 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.

7


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	Investment Officer of MFS; employed in the investment management area of MFS since 2001.

8

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, purchases will be made 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. The Plan Agent will purchase shares under the Cash Purchase Plan on the 15th of January, April, July, and October or shortly thereafter.

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 going to the Plan Agent’s website at www.computershare.com/investor, by calling 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time or by writing to the Plan Agent at P.O. Box 505005, Louisville, KY 40233-5005. 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 or for further information or a copy of the Plan, contact the Plan Agent Computershare Trust Company, N.A. (the Transfer Agent for the fund) at 1-800-637-2304, at the Plan Agent’s website at www.computershare.com/investor, or by writing to the Plan Agent at P.O. Box 505005, Louisville, KY 40233-5005.

9


Bonds - 98.3%

Issuer	Shares/Par		Value ($)
Asset-Backed & Securitized - 3.3%
Chesapeake Funding II LLC, 2017-3A, “A2”, FLR, 2.253% (LIBOR -1mo. + 0.34%), 8/15/2029 (n)	$	2,179,500	$	2,179,162
Commercial Mortgage Trust, 2017-COR2, “A3”, 3.51%, 9/10/2050		1,676,352		1,802,088
Enterprise Fleet Financing LLC, 2017-1, “A2”, 2.13%, 7/20/2022 (n)		127,569		127,583
Falcon Franchise Loan LLC, 9.62%, 1/05/2023 (i)(z)		76,940		5,746
General Motors Financial Co. Inc., 2017-A1, “A”, 2.22%, 1/18/2022 (n)		1,290,000		1,290,294
GS Mortgage Securities Trust, 4.592%, 8/10/2043 (n)		2,570,000		2,595,909
Hertz Fleet Lease Funding LP, 2016-1, “A2”, 1.96%, 4/10/2030 (n)		31,110		31,099
JPMorgan Chase & Co., 4.717%, 2/15/2046 (n)		2,170,021		2,225,065
Loomis, Sayles & Co., CLO, 2015-2A, “A1R”, FLR, 2.9% (LIBOR - 3mo. + 0.9%), 4/15/2028 (n)		1,117,883		1,112,914
Shackleton CLO Ltd., 2015-8A, “A1R”, FLR, 2.885% (LIBOR - 3mo. + 1.51%), 10/20/2027 (n)		1,998,000		1,995,958
Sierra Receivables Funding Co. LLC, 2015-1A, “A”, 2.4%, 3/22/2032 (n)		212,065		212,004
Tricon American Homes Trust, 2015-SFR1, “1A”, 2.589%, 11/17/2033 (n)		1,265,088		1,264,820
UBS Commercial Mortgage Trust, 2017-C1, “A4”, 3.544%, 11/15/2050		875,000		940,194

			$	15,782,836
Automotive - 2.5%
BMW U.S. Capital LLC, 3.1%, 4/12/2021 (n)	$	1,770,000	$	1,800,446
Ford Motor Credit Co. LLC, 5.085%, 1/07/2021		1,074,000		1,102,790
Ford Motor Credit Co. LLC, 5.75%, 2/01/2021		1,250,000		1,293,748
General Motors Financial Co., Inc., 3.95%, 4/13/2024		4,000,000		4,140,215
Hyundai Capital America, 3.75%, 7/08/2021 (n)		1,769,000		1,806,210
Volkswagen Group of America Co., 2.85%, 9/26/2024 (n)		1,765,000		1,788,726

			$	11,932,135
Brokerage & Asset Managers - 1.3%
E*TRADE Financial Corp., 2.95%, 8/24/2022	$	3,500,000	$	3,565,628
Low Income Investment Fund, 3.386%, 7/01/2026		705,000		725,515
Low Income Investment Fund, 3.711%, 7/01/2029		1,905,000		1,982,288

			$	6,273,431
Building - 0.7%
Martin Marietta Materials, Inc., 3.5%, 12/15/2027	$	2,946,000	$	3,080,100

10



Issuer	Shares/Par		Value ($)
Bonds - continued
Business Services - 0.2%
Fidelity National Information Services, Inc., 5%, 10/15/2025	$	751,000	$	858,241

Cable TV - 0.9%
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 4.908%, 7/23/2025	$	1,350,000	$	1,487,403
Time Warner Cable, Inc., 4%, 9/01/2021		2,770,000		2,844,429

			$	4,331,832
Chemicals - 0.9%
Sherwin-Williams Co., 3.125%, 6/01/2024	$	4,000,000	$	4,149,413

Computer Software - 1.2%
Dell International LLC/EMC Corp., 4.9%, 10/01/2026 (n)	$	2,054,000	$	2,228,571
Microsoft Corp., 3.125%, 11/03/2025		3,110,000		3,312,469

			$	5,541,040
Computer Software - Systems - 0.6%
Apple, Inc., 3.35%, 2/09/2027	$	2,700,000	$	2,897,430

Conglomerates - 2.7%
Roper Technologies, Inc., 2.8%, 12/15/2021	$	651,000	$	661,246
United Technologies Corp., 3.1%, 6/01/2022		947,000		975,740
United Technologies Corp., 3.65%, 8/16/2023		3,321,000		3,512,844
United Technologies Corp., 3.125%, 5/04/2027		2,000,000		2,110,190
United Technologies Corp., 4.125%, 11/16/2028		1,753,000		1,989,186
Wabtec Corp., 4.95%, 9/15/2028		2,973,000		3,281,329

			$	12,530,535
Consumer Products - 1.4%
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)	$	2,274,000	$	2,380,151
Reckitt Benckiser Treasury Services PLC, 2.75%, 6/26/2024 (n)		4,000,000		4,081,470

			$	6,461,621
Consumer Services - 1.7%
Alibaba Group Holding Ltd., 2.8%, 6/06/2023	$	1,605,000	$	1,627,494
Conservation Fund, 3.474%, 12/15/2029		563,000		572,021
Booking Holdings, Inc., 3.55%, 3/15/2028		2,737,000		2,948,426
Toll Road Investors Partnership II LP, Capital Appreciation, 0%, 2/15/2026 (n)		480,000		362,683
Toll Road Investors Partnership II LP, Capital Appreciation, 0%, 2/15/2027 (n)		1,525,000		1,097,932
Toll Road Investors Partnership II LP, Capital Appreciation, 0%, 2/15/2029 (n)		1,392,000		910,568

11



Issuer	Shares/Par		Value ($)
Bonds - continued
Consumer Services - continued
Toll Road Investors Partnership II LP, Capital Appreciation, 0%, 2/15/2031 (n)	$	480,000	$	284,915

			$	7,804,039
Electronics - 1.4%
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027	$	3,900,000	$	3,938,209
Broadcom, Inc., 4.75%, 4/15/2029 (n)		1,150,000		1,218,986
Microchip Technology, Inc., 3.922%, 6/01/2021		1,213,000		1,241,524

			$	6,398,719
Emerging Market Quasi-Sovereign - 0.2%
Corporacion Financiera de Desarrollo S.A. (Republic of Peru), 4.75%, 2/08/2022 (n)	$	228,000	$	238,146
Sinopec Capital (2013) Ltd. (People’s Republic of China), 3.125%, 4/24/2023 (n)		733,000		748,875

			$	987,021
Emerging Market Sovereign - 0.2%
Republic of Poland, 5%, 3/23/2022	$	772,000	$	826,550

Energy - Integrated - 0.7%
BP Capital Markets PLC, 4.742%, 3/11/2021	$	1,810,000	$	1,873,830
Eni S.p.A., 4%, 9/12/2023 (n)		1,327,000		1,403,604

			$	3,277,434
Financial Institutions - 0.7%
Avolon Holdings Funding Ltd., 3.95%, 7/01/2024 (n)	$	3,123,000	$	3,242,299

Food & Beverages - 2.6%
Anheuser-Busch InBev Worldwide, Inc., 3.3%, 2/01/2023	$	3,198,000	$	3,327,102
Conagra Brands, Inc., 4.6%, 11/01/2025		2,987,000		3,314,500
Constellation Brands, Inc., 4.4%, 11/15/2025		3,306,000		3,653,735
Wm. Wrigley Jr. Co., 3.375%, 10/21/2020 (n)		1,876,000		1,900,846

			$	12,196,183
Insurance - 1.3%
American International Group, Inc., 3.75%, 7/10/2025	$	2,808,000	$	3,003,991
American International Group, Inc., 3.9%, 4/01/2026		2,850,000		3,065,925

			$	6,069,916
Insurance - Property & Casualty - 1.4%
Allied World Assurance Co. Holdings Ltd., 4.35%, 10/29/2025	$	3,110,000	$	3,258,001
Fairfax Financial Holdings Ltd., 4.85%, 4/17/2028		2,971,000		3,235,729

			$	6,493,730

12



Issuer	Shares/Par		Value ($)
Bonds - continued
International Market Quasi-Sovereign - 0.5%
Dexia Credit Local S.A. (Kingdom of Belgium), 1.875%, 9/15/2021 (n)	$	2,510,000	$	2,511,596

Internet - 0.3%
Baidu, Inc., 3.875%, 9/29/2023	$	1,361,000	$	1,412,792

Machinery & Tools - 0.8%
CNH Industrial Capital LLC, 4.2%, 1/15/2024	$	472,000	$	503,617
CNH Industrial Capital LLC, 3.85%, 11/15/2027		3,066,000		3,193,970

			$	3,697,587
Major Banks - 13.2%
Bank of America Corp., 2.151%, 11/09/2020	$	750,000	$	750,009
Bank of America Corp., 3.124% to 1/20/2022, FLR (LIBOR - 3mo. + 1.16%) to 1/20/2023		5,400,000		5,512,642
Bank of America Corp., 4.125%, 1/22/2024		2,876,000		3,092,057
Bank of New York Mellon Corp., 3.5%, 4/28/2023		3,446,000		3,619,659
Barclays PLC, 4.61%, 2/15/2023		3,857,000		4,028,881
Credit Suisse Group AG, 3.574%, 1/09/2023 (n)		1,500,000		1,538,204
Credit Suisse Group AG, 6.5%, 8/08/2023 (n)		915,000		1,016,794
Credit Suisse Group AG, 3.869%, 1/12/2029 (n)		2,076,000		2,218,267
Goldman Sachs Group, Inc., 5.75%, 1/24/2022		1,924,000		2,073,318
Goldman Sachs Group, Inc., 3%, 4/26/2022		1,720,000		1,742,809
Goldman Sachs Group, Inc., 2.908% to 6/05/2022, FLR (LIBOR - 3mo. + 1.053%) to 6/05/2023		1,750,000		1,779,017
HSBC Holdings PLC, 3.262% to 3/13/2022, FLR (LIBOR - 3mo. + 1.055%) to 3/13/2023		4,000,000		4,088,168
HSBC Holdings PLC, 3.033% to 11/22/2022, FLR (LIBOR - 3mo. + 0.923%) to 11/22/2023		1,500,000		1,533,577
ING Bank N.V., 5.8%, 9/25/2023 (n)		2,912,000		3,236,459
JPMorgan Chase & Co., 4.625%, 5/10/2021		2,890,000		3,005,121
JPMorgan Chase & Co., 3.125%, 1/23/2025		3,500,000		3,637,898
Lloyds Bank PLC, 3.75%, 1/11/2027		1,400,000		1,480,799
Mitsubishi UFJ Financial Group, Inc., 2.95%, 3/01/2021		656,000		663,698
Morgan Stanley, 3.875%, 1/27/2026		5,400,000		5,832,505
NatWest Markets PLC, 3.625%, 9/29/2022 (n)		800,000		829,149
Royal Bank of Scotland Group, PLC, FLR, 4.892% (LIBOR - 3mo. + 1.754%), 5/18/2029		2,442,000		2,759,735
Sumitomo Mitsui Financial Group, Inc., 3.102%, 1/17/2023		1,145,000		1,175,607
UBS Group Funding (Switzerland) AG, 4.253%, 3/23/2028 (n)		2,449,000		2,699,472
UBS Group Funding Ltd., 3%, 4/15/2021 (n)		2,505,000		2,542,008
UBS Group Funding Ltd., FLR, 3.574% (LIBOR - 3mo. + 1.44%), 9/24/2020 (n)		1,680,000		1,699,200

			$	62,555,053

13



Issuer	Shares/Par		Value ($)
Bonds - continued
Medical & Health Technology & Services - 1.1%
Cigna Corp., FLR, 2.789% (LIBOR - 3mo. + 0.65%), 9/17/2021	$	2,000,000	$	2,000,320
HCA, Inc., 4.125%, 6/15/2029		3,215,000		3,405,987

			$	5,406,307
Medical Equipment - 0.4%
Abbott Laboratories, 3.4%, 11/30/2023	$	1,600,000	$	1,687,854

Metals & Mining - 0.7%
Glencore Funding LLC, 4.125%, 5/30/2023 (n)	$	1,518,000	$	1,589,365
Glencore Funding LLC, 3.875%, 10/27/2027 (n)		1,887,000		1,941,504

			$	3,530,869
Midstream - 1.5%
Kinder Morgan Energy Partners LP, 3.5%, 3/01/2021	$	1,854,000	$	1,883,923
MPLX LP, 3.5%, 12/01/2022 (n)		1,584,000		1,630,354
MPLX LP, 4%, 3/15/2028		3,395,000		3,529,316

			$	7,043,593
Mortgage-Backed - 1.2%
Fannie Mae, 5%, 12/01/2020	$	1,228	$	1,265
Fannie Mae, 6.5%, 11/01/2031		644,708		740,922
Freddie Mac, 5.5%, 11/01/2019 - 6/01/2020		22,044		22,132
Freddie Mac, 4.224%, 3/25/2020		1,616,864		1,618,994
Freddie Mac, 6%, 5/01/2021 - 8/01/2034		15,136		16,547
Freddie Mac, 3.064%, 8/25/2024		1,457,127		1,517,588
Freddie Mac, 3.187%, 9/25/2027		550,000		590,594
Freddie Mac, 4.06%, 10/25/2028		780,000		891,856
Ginnie Mae, 6%, 6/15/2033 - 10/15/2036		417,068		477,147
Ginnie Mae, 5.87%, 4/20/2058		24,104		27,326

			$	5,904,371
Municipals - 3.5%
Bridgeview, IL, Stadium and Redevelopment Projects, 5.06%, 12/01/2025	$	4,000,000	$	4,152,400
Gainesville, TX, Hospital District, “A”, 5.711%, 8/15/2033		2,330,000		2,644,550
New Jersey Economic Development Authority State Pension Funding
Rev., Capital Appreciation, “B”, 0%, 2/15/2023		3,704,000		3,424,237
Puerto Rico Electric Power Authority Rev., “RR”, 5%, 7/01/2022		1,675,000		1,703,307
Solano, CA, Irrigation District Hydroelectric Rev. (Monticello Power
Project), 5.47%, 1/01/2020		840,000		841,294
Syracuse, NY, Industrial Development Agency PILOT Rev. (Carousel
Center Project), “B”, 5%, 1/01/2036		3,635,000		3,734,454

			$	16,500,242

14



Issuer	Shares/Par		Value ($)
Bonds - continued
Network & Telecom - 1.5%
AT&T, Inc., 3.4%, 5/15/2025	$	5,400,000	$	5,658,134
AT&T, Inc., 3.8%, 2/15/2027		1,231,000		1,320,344

			$	6,978,478
Oils - 0.7%
Marathon Petroleum Corp., 3.625%, 9/15/2024	$	1,003,000	$	1,056,365
Valero Energy Corp., 3.4%, 9/15/2026		2,353,000		2,439,806

			$	3,496,171
Other Banks & Diversified Financials - 1.3%
BBVA USA, 3.5%, 6/11/2021	$	1,730,000	$	1,762,564
BBVA USA, 2.875%, 6/29/2022		1,826,000		1,856,253
Citizens Bank N.A., 2.55%, 5/13/2021		910,000		917,350
SunTrust Banks, Inc., 2.7%, 1/27/2022		1,803,000		1,827,580

			$	6,363,747
Pharmaceuticals - 1.2%
Allergan Funding SCS, 3.45%, 3/15/2022	$	3,000,000	$	3,073,956
Celgene Corp., 2.75%, 2/15/2023		2,628,000		2,676,567

			$	5,750,523
Restaurants - 0.8%
Starbucks Corp., 3.8%, 8/15/2025	$	3,500,000	$	3,805,835

Retailers - 0.6%
Alimentation Couche-Tard, Inc., 2.7%, 7/26/2022 (n)	$	2,700,000	$	2,731,633

Supranational - 0.7%
Corporacion Andina de Fomento, 4.375%, 6/15/2022	$	2,950,000	$	3,104,285

Telecommunications - Wireless - 1.2%
American Tower Corp., REIT, 3.55%, 7/15/2027	$	4,000,000	$	4,220,976
Crown Castle International Corp., 3.65%, 9/01/2027		947,000		1,006,052
SBA Tower Trust, 2.877%, 7/09/2021 (n)		586,000		588,656

			$	5,815,684
Tobacco - 0.4%
Reynolds American, Inc., 6.875%, 5/01/2020	$	1,340,000	$	1,370,320
Reynolds American, Inc., 3.25%, 6/12/2020		614,000		618,135

			$	1,988,455
U.S. Government Agencies and Equivalents - 0.7%
AID-Ukraine, 1.847%, 5/29/2020	$	2,500,000	$	2,504,261
Small Business Administration, 6.35%, 4/01/2021		24,614		25,021

15



Issuer	Shares/Par		Value ($)
Bonds - continued
U.S. Government Agencies and Equivalents - continued
Small Business Administration, 6.34%, 5/01/2021	$	38,755	$	39,361
Small Business Administration, 6.44%, 6/01/2021		34,876		35,600
Small Business Administration, 6.625%, 7/01/2021		45,319		46,120
Small Business Administration, 5.34%, 11/01/2021		164,957		168,084
Small Business Administration, 4.93%, 1/01/2024		82,573		85,972
Small Business Administration, 5.36%, 11/01/2025		169,476		180,367
Small Business Administration, 5.39%, 12/01/2025		117,534		124,996

			$	3,209,782
U.S. Treasury Obligations - 37.3%
U.S. Treasury Notes, 2.625%, 8/15/2020	$	7,525,000	$	7,583,789
U.S. Treasury Notes, 2.375%, 3/15/2021		18,815,000		19,011,970
U.S. Treasury Notes, 1.75%, 11/30/2021		10,000,000		10,040,625
U.S. Treasury Notes, 1.75%, 2/28/2022		14,420,000		14,489,847
U.S. Treasury Notes, 1.75%, 5/15/2022		13,500,000		13,575,937
U.S. Treasury Notes, 2.125%, 12/31/2022		14,635,000		14,908,263
U.S. Treasury Notes, 2.5%, 8/15/2023		12,710,000		13,162,794
U.S. Treasury Notes, 2.75%, 2/15/2024		8,385,000		8,808,508
U.S. Treasury Notes, 2.375%, 8/15/2024		9,230,000		9,583,336
U.S. Treasury Notes, 2%, 2/15/2025		9,900,000		10,121,203
U.S. Treasury Notes, 2%, 8/15/2025		5,225,000		5,346,440
U.S. Treasury Notes, 2.25%, 11/15/2025		14,255,000		14,795,688
U.S. Treasury Notes, 1.625%, 5/15/2026		4,080,000		4,086,534
U.S. Treasury Notes, 2%, 11/15/2026		12,585,000		12,916,831
U.S. Treasury Notes, 2.375%, 5/15/2027		4,075,000		4,296,260
U.S. Treasury Notes, 2.75%, 2/15/2028		3,650,000		3,962,104
U.S. Treasury Notes, 2.375%, 5/15/2029		9,000,000		9,543,164

			$	176,233,293
Utilities - Electric Power - 2.8%
Emera U.S. Finance LP, 2.7%, 6/15/2021	$	492,000	$	496,338
Enel Americas S.A., 4%, 10/25/2026		252,000		260,508
Enel Finance International N.V., 2.75%, 4/06/2023 (n)		3,500,000		3,532,895
Enel Finance International N.V., 4.875%, 6/14/2029 (n)		1,615,000		1,848,423
FirstEnergy Corp., 3.9%, 7/15/2027		2,827,000		3,042,406
Oncor Electric Delivery Co., 4.1%, 6/01/2022		2,206,000		2,315,374
PPL WEM Holdings PLC, 5.375%, 5/01/2021 (n)		546,000		564,386
Transelec S.A., 4.625%, 7/26/2023 (n)		927,000		982,629
Transelec S.A., 4.25%, 1/14/2025 (n)		228,000		239,972

			$	13,282,931
Total Bonds (Identified Cost, $445,699,844)			$	464,145,586

16

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 $3,881,383 and $464,145,586, 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 $72,470,202, representing 15.3% 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.

(z)

Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:


Restricted Securities	Acquisition Date	Cost		Value
Falcon Franchise Loan LLC, 9.62%, 1/05/2023	1/18/02		$5,804		$5,746
% of Net assets					0.0%

The following abbreviations are used in this report and are defined:

CLO

Collateralized Loan Obligation

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.

LIBOR

London Interbank Offered Rate

REIT

Real Estate Investment Trust

See Notes to Financial Statements

17


Assets
Investments in unaffiliated issuers, at value (identified cost, $445,699,844)			$464,145,586
Investments in affiliated issuers, at value (identified cost, $3,881,047)			3,881,383
Receivables for
Investments sold			1,040,567
Interest			3,669,768
Other assets			19,048
Total assets			$472,756,352

Liabilities
Payable to custodian			$31,357
Payables for
Distributions			111,130
Payable to affiliates
Investment adviser			12,806
Administrative services fee			381
Transfer agent and dividend disbursing costs			4,730
Payable for independent Trustees’ compensation			31
Accrued expenses and other liabilities			173,751
Total liabilities			$334,186
Net assets			$472,422,166

Net assets consist of
Paid-in capital			$459,689,011
Total distributable earnings (loss)			12,733,155
Net assets			$472,422,166
Shares of beneficial interest outstanding			116,904,180
Net asset value per share (net assets of $472,422,166 / 116,904,180 shares of beneficial interest outstanding)			$4.04

See Notes to Financial Statements

18


Net investment income (loss)
Income
Interest			$15,236,479
Dividends from affiliated issuers			65,213
Other			85
Total investment income			$15,301,777
Expenses
Management fee			$2,389,932
Transfer agent and dividend disbursing costs			92,079
Administrative services fee			74,043
Independent Trustees’ compensation			98,707
Stock exchange fee			114,156
Custodian fee			29,182
Shareholder communications			151,661
Audit and tax fees			83,118
Legal fees			11,932
Miscellaneous			44,508
Total expenses			$3,089,318
Net investment income (loss)			$12,212,459

Realized and unrealized gain (loss)
Realized gain (loss) (identified cost basis)
Unaffiliated issuers			$103,825
Affiliated issuers			937
Net realized gain (loss)			$104,762
Change in unrealized appreciation or depreciation
Unaffiliated issuers			$28,518,787
Affiliated issuers			336
Net unrealized gain (loss)			$28,519,123
Net realized and unrealized gain (loss)			$28,623,885
Change in net assets from operations			$40,836,344

See Notes to Financial Statements

19


	Year ended
	10/31/19			10/31/18
Change in net assets

From operations
Net investment income (loss)		$12,212,459			$11,563,873
Net realized gain (loss)		104,762			(3,226,757	)
Net unrealized gain (loss)		28,519,123			(15,721,723	)
Change in net assets from operations		$40,836,344			$(7,384,607	)
Distributions to shareholders		$(12,403,691	)		$(11,840,496	)
Tax return of capital distributions to shareholders		$(27,810,480	)		$(30,773,391	)
Change in net assets from fund share transactions		$(1,777,421	)		$(1,288,339	)
Total change in net assets		$(1,155,248	)		$(51,286,833	)

Net assets
At beginning of period		473,577,414			524,864,247
At end of period		$472,422,166			$473,577,414

See Notes to Financial Statements

20

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

	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$4.03			$4.46			$4.80			$5.05			$5.44

Income (loss) from investment operations
Net investment income (loss) (d)		$0.10			$0.10			$0.10	(c)		$0.11			$0.12
Net realized and unrealized gain (loss)		0.25			(0.17	)		(0.05	)		0.06			(0.06	)
Total from investment operations		$0.35			$(0.07	)		$0.05			$0.17			$0.06

Less distributions declared to shareholders
From net investment income		$(0.10	)		$(0.10	)		$(0.02	)		$(0.08	)		$(0.25	)
From tax return of capital		(0.24	)		(0.26	)		(0.37	)		(0.34	)		(0.20	)
Total distributions declared to shareholders		$(0.34	)		$(0.36	)		$(0.39	)		$(0.42	)		$(0.45	)
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)		$4.04			$4.03			$4.46			$4.80			$5.05
Market value, end of period		$3.77			$3.69			$4.24			$4.45			$4.56
Total return at market value (%)		11.87			(4.56	)		4.30			6.93			(0.82	)
Total return at net asset value (%) (j)(r)(s)(x)		9.77			(0.90	)		1.72	(c)		4.15			1.96

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		0.65			0.64			0.61	(c)		0.64			0.64
Expenses after expense reductions (f)		N/A			N/A			N/A			N/A			N/A
Net investment income (loss)		2.58			2.33			2.07	(c)		2.16			2.22
Portfolio turnover		18			50			65			19			31
Net assets at end of period (000 omitted)		$472,422			$473,577			$524,864			$565,316			$594,492

21

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, and other conditions.

In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables –Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that purchased callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management has evaluated the potential impacts of ASU 2017-08 and believes that adoption of ASU 2017-08 will not have a material effect on the fund’s overall financial position or its overall 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 – Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as

23

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. Open-end investment companies are generally valued at net asset value per share. 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, and other market data. 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.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an 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 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

24

securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of October 31, 2019 in valuing the fund’s assets or liabilities:



Financial Instruments	Level 1		Level 2		Level 3		Total
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents		$—		$179,443,075		$—		$179,443,075
Non-U.S. Sovereign Debt		—		7,429,452		—		7,429,452
Municipal Bonds		—		16,500,242		—		16,500,242
U.S. Corporate Bonds		—		162,031,871		—		162,031,871
Residential Mortgage-Backed Securities		—		7,169,191		—		7,169,191
Commercial Mortgage-Backed Securities		—		7,569,002		—		7,569,002
Asset-Backed Securities (including CDOs)		—		6,949,014		—		6,949,014
Foreign Bonds		—		77,053,739		—		77,053,739
Mutual Funds		3,881,383		—		—		3,881,383
Total		$3,881,383		$464,145,586		$—		$468,026,969

For further information regarding security characteristics, see the Portfolio of Investments.

Inflation-Adjusted Debt Securities – The fund invests in inflation-adjusted debt securities issued by the U.S. Treasury. The principal value of these debt securities is adjusted through income according to changes in the Consumer Price Index. These debt securities typically pay a fixed rate of interest, but this fixed rate is applied to the inflation-adjusted principal amount. The principal paid at maturity of the debt security is typically equal to the inflation-adjusted principal amount, or the security’s original par value, whichever is greater. Other types of inflation-adjusted securities may use other methods to adjust for other measures of inflation.

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 – Investment transactions are recorded on the trade date. 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.

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.

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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, 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 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. 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.

During the year ended October 31, 2019, there were no significant adjustments due to differences between book and tax accounting.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:



	Year ended 10/31/19		Year ended 10/31/18
Ordinary income (including any short-term capital gains)		$12,403,691		$11,840,496
Tax return of capital (b)		27,810,480		30,773,391

Total distributions		$40,214,171		$42,613,887

(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 10/31/19

Cost of investments	$450,084,781
Gross appreciation	18,477,759

Gross depreciation	(535,571	)
Net unrealized appreciation (depreciation)	$17,942,188

Capital loss carryforwards	(5,097,904	)
Other temporary differences	(111,129	)

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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, 2020. For the year ended October 31, 2019, 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, 2019 was equivalent to an annual effective rate of 0.51% 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, 2019, these fees paid to MFSC amounted to $28,923.

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 incurred for the year ended October 31, 2019 was equivalent to an annual effective rate of 0.0157% 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. 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.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action

27

to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a net decrease in pension expense of $10,482 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended October 31, 2019. Effective June 30, 2019, the fund no longer participates in the DB plan.

Other – This fund and certain other funds managed by MFS (the funds) had entered into a service agreement (the ISO Agreement) which provided for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino served as the ISO and was an officer of the funds and the sole member of Tarantino LLC. Effective June 30, 2019, Mr. Tarantino retired from his position as ISO for the funds, and the ISO Agreement was terminated. For the year ended October 31, 2019, the fee paid by the fund under this agreement was $720 and is included in “Miscellaneous” expense in the Statement of Operations. MFS had agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

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.

(4) Portfolio Securities

For the year ended October 31, 2019, purchases and sales of investments, other than short-term obligations, were as follows:



	Purchases		Sales
U.S. Government securities		$36,656,763		$56,308,431
Non-U.S. Government securities		$46,300,311		$64,202,347

(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 482,936 shares of beneficial interest during the year ended October 31, 2019 at an average price per share of $3.68 and a weighted average discount of 8.44% per share. The fund repurchased 345,558 shares of beneficial interest during the year ended October 31, 2018 at an average price per share of $3.73 and a weighted average discount of 8.28% per share. Transactions in fund shares were as follows:


	Year ended 10/31/19						Year ended 10/31/18

	Shares			Amount			Shares			Amount
Capital shares repurchased		(482,936	)		$(1,777,421	)		(345,558	)		$(1,288,339	)

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, 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 one month LIBOR, the Federal Funds Effective Rate and

28

the Overnight Bank Funding Rate, 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. 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, 2019, the fund’s commitment fee and interest expense were $2,886 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(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:



Affiliated Issuers	Beginning Value		Purchases		Sales Proceeds		Realized Gain (Loss)		Change in Unrealized Appreciation or Depreciation		Ending Value
MFS Institutional Money Market Portfolio		$5,930		$73,501,664		$69,627,484		$937		$336		$3,881,383

Affiliated Issuers									Dividend Income		Capital Gain Distributions
MFS Institutional Money Market Portfolio										$65,213		$—

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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, 2019, 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, 2019, 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.

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The Trustees and Officers of the Trust, as of December 1, 2019, 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 TRUSTEES

Robert J. Manning^(k)

(age 56)

Trustee

February 2004

2022

133

Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016)

N/A

Robin A. Stelmach^(k)

(age 58)

Trustee

January 2014

2021

133

Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)

N/A

INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 65)

Trustee and Chair of Trustees

January 2009

2020

133

Private investor

N/A

Steven E. Buller

(age 68)

Trustee

February 2014

2020

133

Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)

N/A

33

Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office and merchant bank), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)

Alpha-En Corporation,

Director (since 2016)

34


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Term Expiring	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
OFFICERS
Christopher R. Bohane^(k) (age 45)	Assistant Secretary and Assistant Clerk	July 2005	N/A	133	Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark^(k) (age 51)	Assistant Treasurer	January 2012	N/A	133	Massachusetts Financial Services Company, Vice President

John W. Clark, Jr.^(k) (age 52)	Assistant Treasurer	April 2017	N/A	133	Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

35


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Term Expiring	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
Thomas H. Connors^(k) (age 60)	Assistant Secretary and Assistant Clerk	September 2012	N/A	133	Massachusetts Financial Services Company, Vice President and Senior Counsel

David L. DiLorenzo^(k) (age 51)	President	July 2005	N/A	133	Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin^(k) (age 52)	Secretary and Clerk	April 2017	N/A	133	Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015)

Brian E. Langenfeld^(k) (age 46)	Assistant Secretary and Assistant Clerk	June 2006	N/A	133	Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian^(k) (age 40)	Assistant Secretary and Assistant Clerk	September 2018	N/A	133	Massachusetts Financial Services Company, Assistant Vice President and Counsel

Susan A. Pereira^(k) (age 49)	Assistant Secretary and Assistant Clerk	July 2005	N/A	133	Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips^(k) (age 48)	Assistant Treasurer	September 2012	N/A	133	Massachusetts Financial Services Company, Vice President

Matthew A. Stowe^(k) (age 45)	Assistant Secretary and Assistant Clerk	October 2014	N/A	133	Massachusetts Financial Services Company, Vice President and Assistant General Counsel

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Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Term Expiring	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
Martin J. Wolin^(k) (age 52)	Chief Compliance Officer	July 2015	N/A	133	Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)

James O. Yost^(k) (age 58)	Treasurer	September 1990	N/A	133	Massachusetts Financial Services Company, Senior Vice President

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

(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.

*	As of December 31, 2019, Mr. Hegarty will retire as Trustee.

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, Hegarty, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee. As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Trust’s Audit Committee.

37


Investment Adviser		Custodian
Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618		State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900
Portfolio Manager(s)		Independent Registered Public Accounting Firm
Geoffrey Schechter		Deloitte & Touche LLP
Alexander Mackey		200 Berkeley Street Boston, MA 02116
		200 Berkeley Street Boston, MA 02116

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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, 2019 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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, 2018 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 portfolio trading practices, and (viii) information regarding the overall organization of

39

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, 2018, 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 5th out of a total of 6 funds in the Broadridge performance universe for this 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 6 funds for the one-year period and 5th out of a total of 6 funds for the three-year period ended December 31, 2018. 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 Barclays Intermediate US Government/Credit Bond Index. The Fund outperformed the Bloomberg Barclays Intermediate US Government/Credit Bond Index for each of the three- and five-year periods ended December 31, 2018 and underperformed the Bloomberg Barclays Intermediate US Government/Credit Bond Index for the one-year period ended December 31, 2018 (one-year: 0.7% total return for the Fund versus 0.9% total return for the benchmark; three-year: 2.3% total return for the Fund versus 1.7% total return for the benchmark; five-year: 2.4% total return for the Fund versus 1.9% 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

40

investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. The Trustees observed that there were significant limitations to the usefulness of the comparative data provided by Broadridge, noting that the applicable Broadridge performance universe for the Fund included funds that pursue substantially different investment programs as compared to that pursued by the Fund. 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.

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 was approximately at the Broadridge expense group median and the Fund’s total expense ratio was lower than 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.

41

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 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, effective January 3, 2018, MFS had discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds and would thereafter directly pay for or voluntarily reimburse 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, 2019.

42

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q or as an exhibit to its reports on Form N-PORT (for first and third fiscal quarters ending March 31, 2019 or after). The fund’s Form N-Q or Form N-PORT reports are available on the SEC’s website 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 selecting the “Resources” tab and clicking on “Prospectus and Reports”.

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/en-us/what-we-do/announcements.html or at mfs.com/closedendfunds by choosing the fund’s name.

Additional information about the fund (e.g. performance, dividends and the fund’s price history) is also available by clicking on the fund’s name under “Closed-End Funds” in the “Products” section of mfs.com.

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 2019 income tax forms in January 2020.

43


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.

44


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.

45

The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in the Code that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code is filed as an exhibit to this Form N-CSR.

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller, Michael Hegarty, James Kilman, and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in Form N-CSR. In addition, Messrs. Buller, Hegarty, Kilman, and Otis and Ms. Roepke are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Audit Committee.

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent accountants to the Registrant (hereinafter the “Registrant” or the “Fund”). The tables below set forth the audit fees billed to the Fund as well as fees for non-audit services provided to the Fund and/or to the Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”) and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).

For the fiscal years ended October 31, 2019 and 2018, audit fees billed to the Fund by Deloitte were as follows:


	Audit Fees
	2019		2018
Fees billed by Deloitte:
MFS Intermediate Income Trust		65,112		63,441

The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

²	The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

³	The fees included under “All Other Fees” are fees for products and services provided by Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” including fees for services related to review of internal controls and review of Rule 38a-1 compliance program.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Fund and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such

services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f):

Not applicable.

Item 4(h):

The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services were provided prior to the effectiveness of SEC rules requiring pre-approval or because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

The Registrant has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Messrs. Steven E. Buller, Michael Hegarty, James Kilman and Clarence Otis, Jr. and Ms. Maryanne L. Roepke.

As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Audit Committee.

ITEM 6.

SCHEDULE OF INVESTMENTS

A schedule of investments of the Registrant is included as part of the report to shareholders of the Registrant under Item 1 of this Form N-CSR.

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

A copy of the proxy voting policies and procedures are attached hereto as EX-99.PROXYPOL.


Portfolio Manager	Primary Role	Since	Title and Five Year History
Geoffrey Schechter	Lead Portfolio Manager	2017	Investment Officer of MFS; employed in the investment area of MFS since 1993

Alexander Mackey	Investment Grade Debt Instruments Portfolio Manager	2017	Investment Officer of MFS; employed in the investment area of MFS since 2001

Compensation

MFS’ philosophy is to align portfolio manager compensation with the goal to provide shareholders with long-term value through a collaborative investment process. Therefore, MFS uses long-term investment performance as well as contribution to the overall investment process and collaborative culture as key factors in determining portfolio manager compensation. In addition, MFS seeks to maintain total compensation programs that are competitive in the asset management industry in each geographic market where it has employees. MFS uses competitive compensation data to ensure that compensation practices are aligned with its goals of attracting, retaining, and motivating the highest-quality professionals.

MFS reviews portfolio manager compensation annually. In determining portfolio manager compensation, MFS uses quantitative means and qualitative means to help ensure a sustainable investment process. As of December 31, 2018, portfolio manager total cash compensation is a combination of base salary and performance bonus:

Base Salary – Base salary generally represents a smaller percentage of portfolio manager total cash compensation than performance bonus.

Performance Bonus – Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.

The performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.

The quantitative portion is primarily based on the pre-tax performance of accounts managed by the portfolio manager over a range of fixed-length time periods, intended to provide the ability to assess performance over time periods consistent with a full market cycle and a strategy’s investment horizon. The fixed-length time periods include the portfolio manager’s full tenure on each fund and, when available, ten-, five-, and three-year

periods. For portfolio managers who have served for less than three years, shorter-term periods, including the one-year period, will also be considered, as will performance in previous roles, if any, held at the firm. Emphasis is generally placed on longer performance periods when multiple performance periods are available. Performance is evaluated across the full set of strategies and portfolios managed by a given portfolio manager, relative to appropriate peer group universes and/or representative indices (“benchmarks”). As of December 31, 2018, the following benchmarks were used to measure the following portfolio manager’s performance for the Fund:


Fund	Portfolio Manager	Benchmark(s)
MFS Intermediate Income Trust	Geoffrey Schechter	Bloomberg Barclays U.S. Intermediate Government/Credit Bond Index

	Alexander Mackey	Bloomberg Barclays U.S. Intermediate Government/Credit Bond Index

Benchmarks may include versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, where appropriate.

The qualitative portion is based on the results of an annual internal peer review process (where portfolio managers are evaluated by other portfolio managers, analysts, and traders) and management’s assessment of overall portfolio manager contribution to the MFS investment process and the client experience (distinct from fund and other account performance).

The performance bonus is generally a combination of cash and a deferred cash award. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager.

MFS Equity Plan – Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process, and other factors.

Finally, portfolio managers also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of MFS. The percentage such benefits represent of any portfolio manager’s compensation depends upon the length of the individual’s tenure at MFS and salary level, as well as other factors.


	Registered Investment Companies*				Other Pooled Investment Vehicles				Other Accounts
Name	Number of Accounts		Total Assets		Number of Accounts		Total Assets		Number of Accounts		Total Assets
Geoffrey Schechter		14	$	22.9 billion		4	$	724.4 million		1	$	247.5 million
Alexander Mackey		8	$	8.6 billion		2	$	1.2 billion		1	$	92.0 million

Advisory fees are not based upon performance of any of the accounts identified in the table above.

Potential Conflicts of Interest

MFS seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of both the Fund and other accounts, and has adopted policies and procedures designed to address such potential conflicts.

The management of multiple funds and accounts (including proprietary accounts) gives rise to conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances, there are securities which are suitable for the Fund’s portfolio as well as for accounts of MFS or its subsidiaries with similar investment objectives. MFS’ trade allocation policies may give rise to conflicts of interest if the Fund’s orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely affect the value of the Fund’s investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund. When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each. Allocations may be based on many factors and may not always be pro rata based on assets managed. The allocation methodology could have a detrimental effect on the price or volume of the security as far as the Fund is concerned.

MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund, for instance, those that pay a higher advisory fee and/or have a performance adjustment and/or include an investment by the portfolio manager.

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

MFS Intermediate Income Trust


Period	(a) Total number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs
11/01/18-11/30/18		226,497		3.67		226,497		11,266,376
12/01/18-12/31/18		121,506		3.68		121,506		11,144,870
1/01/19-1/31/19		78,933		3.69		78,933		11,065,937
2/01/19-2/28/19		0		N/A		0		11,065,937
3/01/19-3/31/19		0		N/A		0		11,065,937
4/01/19-4/30/19		56,000		3.72		56,000		11,009,937
5/01/19-5/31/19		0		N/A		0		11,009,937
6/01/19-6/30/19		0		N/A		0		11,009,937
7/01/19-7/31/19		0		N/A		0		11,009,937
8/01/19-8/31/19		0		N/A		0		11,009,937
9/01/19-9/30/19		0		N/A		0		11,009,937
10/1/19-10/31/19		0		N/A		0		11,690,418

*Total*		482,936		3.68		482,936

Note: The Board approved procedures to repurchase shares and reviews the results periodically. The notification to shareholders of the program is part of the semi-annual and annual reports sent to shareholders. These annual programs begin on October 1st of each year. The programs conform to the conditions of Rule 10b-18 of the Securities Exchange Act of 1934 and limit the aggregate number of shares that may be purchased in each annual period (October 1 through the following September 30) to 10% of the Registrant’s outstanding shares as of the first day of the plan year (October 1). The aggregate number of shares available for purchase for the October 1, 2019 plan year is 11,690,418.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.

ITEM 11.

CONTROLS AND PROCEDURES.

(a)

Based upon their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b)

There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

During the fiscal year ended October 31, 2019, there were no fees or income related to securities lending activities of the Registrant.

ITEM 13.

EXHIBITS.



(a)		(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto as EX-99.COE.

		(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT.

		(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

		(4) Change in the registrant’s independent public accountant. Not applicable.

If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT.

(c)	Proxy Voting Policies and Procedures pursuant to Item 7 of Form N-CSR. Attached hereto as EX-99.PROXYPOL.

(d)	Notices to Trust’s common shareholders in accordance with Investment Company Act Section 19(a) and Rule 19a-1. Attached hereto as EX-99.19a-1.

A copy of the Amended and Restated Declaration of Trust of the Registrant is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.

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Investment Companies (h) - 0.8%

Issuer	Shares/Par		Value ($)
Money Market Funds - 0.8%
MFS Institutional Money Market Portfolio, 1.89% (v) (Identified Cost, $3,881,047)		3,880,994	$	3,881,383

Other Assets, Less Liabilities - 0.9%				4,395,197
Net Assets - 100.0%			$	472,422,166


Short-Term	$(2,620,236	)
Long-Term	(2,477,668	)
Total	$(5,097,904	)


	Number of Shares
Nominee	For		Withheld Authority
Maureen R. Goldfarb		102,293,607.831		1,382,105.065
Robert J. Manning		102,386,512.642		1,289,200.254
Maryanne L. Roepke		102,048,660.831		1,627,052.065
Laurie J. Thomsen		102,318,704.978		1,357,007.918


	Aggregate Fees for Non-audit Services
	2019		2018
Fees Billed by Deloitte:
To MFS Intermediate Income Trust, MFS and MFS Related Entities^#		20,391		21,843


Who we are
Who is providing this notice?		MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.


Name of Portfolio Manager		Dollar Range of Equity Securities in Fund
Geoffrey Schechter		N

Alexander Mackey		N


By (Signature and Title)*		DAVID L. DILORENZO
		David L. DiLorenzo, President


By (Signature and Title)*		DAVID L. DILORENZO
		David L. DiLorenzo, President (Principal Executive Officer)


By (Signature and Title)*		JAMES O. YOST
		James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer)

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