MFS Intermediate High Income Fund Seeks Trustee Re-election

TL;DR

**CIF is holding a routine trustee election, but watch for Laurie J. Thomsen's retirement, which could signal future board shifts.**

AI Summary

MFS Intermediate High Income Fund (CIF) is holding its 2025 Annual Meeting of Shareholders on October 2, 2025, to elect Trustees. The filing details the re-election of four Trustees—Maureen R. Goldfarb, Maryanne L. Roepke, Paula E. Smith, and Laurie J. Thomsen—for common shareholders, with Ms. Thomsen expected to retire on December 31, 2025, due to the Board's retirement policy. For certain municipal trusts, John P. Kavanaugh and Maryanne L. Roepke are also up for election by preferred shareholders. The Board, consisting of 12 Trustees (11 Independent), oversees MFS, the investment adviser, and has delegated specific responsibilities to seven standing Committees, all composed of Independent Trustees. The total cost for solicitation and voting tabulation services from Computershare is anticipated to be $32,084, with potential for substantial increases if proposals are contested. As of July 31, 2025, CIF had 17,901,986 common shares outstanding and no preferred shares.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the proposed leadership for MFS Intermediate High Income Fund (CIF) and several other MFS trusts, impacting governance and strategic direction. The re-election of Trustees, including the planned retirement of Laurie J. Thomsen, signals continuity with minor adjustments to board composition. For employees and customers, stable and experienced leadership, particularly with 11 out of 12 Independent Trustees, suggests robust oversight of MFS's investment management and administrative services, which is vital in the competitive asset management industry. The transparency around board structure and committee delegation provides competitive context, assuring stakeholders of diligent management.

Risk Assessment

Risk Level: low — The risk level is low as the filing primarily concerns routine trustee elections and board governance, with no contentious proposals or significant operational changes indicated. The Board's structure, with 11 out of 12 Independent Trustees and seven standing Committees composed exclusively of Independent Trustees, suggests strong oversight and reduced governance risk.

Analyst Insight

Investors should review the qualifications of the nominated Trustees to ensure alignment with their governance expectations. While this is a routine election, note Laurie J. Thomsen's impending retirement by December 31, 2025, as it may lead to a new board appointment in the near future, which could be a point of interest.

Key Numbers

• $32,084 — Anticipated cost for solicitation and voting tabulation services (Provided by Computershare, may increase substantially if contested)
• 17,901,986 — Common Shares Outstanding for MFS Intermediate High Income Fund (As of July 31, 2025)
• 12 — Total number of Trustees on the Board (Fixed number of Trustees for each Trust)
• 11 — Number of Independent Trustees (Out of 12 Trustees, ensuring strong independent oversight)
• 7 — Number of standing Committees of the Board (Consist exclusively of Independent Trustees, delegating specific matters)
• 2025-10-02 — Date of the Annual Meeting of Shareholders (Meeting to be held at 10:30 a.m. (Eastern Time))
• 2025-07-31 — Record date for shareholders entitled to vote (Shareholders of record as of this date can vote)
• 2025-12-31 — Expected retirement date for Laurie J. Thomsen (Due to Board's retirement policy)

Key Players & Entities

• MFS INTERMEDIATE HIGH INCOME FUND (company) — Registrant for DEF 14A filing
• MFS (company) — Investment adviser and administrator for the Trusts
• Maureen R. Goldfarb (person) — Nominated Trustee for MFS Intermediate High Income Fund
• Maryanne L. Roepke (person) — Nominated Trustee for MFS Intermediate High Income Fund and preferred shares of municipal trusts
• Paula E. Smith (person) — Nominated Trustee for MFS Intermediate High Income Fund
• Laurie J. Thomsen (person) — Nominated Trustee for MFS Intermediate High Income Fund, retiring December 31, 2025
• John P. Kavanaugh (person) — Nominated Trustee for preferred shares of municipal trusts
• Computershare Trust Company, N.A. (company) — Proxy tabulation agent and provider of solicitation and voting tabulation services
• Michael W. Roberge (person) — Interested Trustee, Chairman of MFS
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

The filing pertains to closed-end investment funds, specifically those managed by MFS. These funds operate within the broader asset management industry, which is characterized by intense competition, evolving regulatory landscapes, and a constant need to adapt investment strategies to market conditions. High-income and municipal bond funds, like those managed by MFS, are particularly sensitive to interest rate movements and credit quality.

Regulatory Implications

The filing is a proxy statement, a regulatory requirement under the Securities Exchange Act of 1934, mandating disclosure of information related to shareholder meetings and voting. The election of Trustees is governed by the Investment Company Act of 1940, which emphasizes the role of independent directors in overseeing fund operations and protecting shareholder interests.

What Investors Should Do

1. Review the proxy materials carefully.
2. Vote your shares.
3. Consider the retirement of Laurie J. Thomsen.

Key Dates

• 2025-10-02: Annual Meeting of Shareholders — Shareholders will vote on the election of Trustees.
• 2025-07-31: Record Date for Shareholders — Establishes the list of shareholders entitled to vote at the meeting.
• 2025-08-22: Mailing of Proxy Materials — Shareholders receive notice and proxy materials for the annual meeting.
• 2025-12-31: Expected Retirement of Trustee Laurie J. Thomsen — Marks a change in the Board composition due to the retirement policy.

Glossary

DEF 14A

A filing with the SEC that provides definitive proxy materials to shareholders for an annual meeting. (This document is the proxy statement for the MFS Intermediate High Income Fund's annual meeting.)

Trustee

A member of the Board of Trustees responsible for overseeing the fund's operations and protecting shareholder interests. (The primary purpose of the meeting is to elect Trustees.)

Independent Trustee

A Trustee who is not an 'interested person' of the fund or its investment adviser, ensuring objective oversight. (The Board has 11 out of 12 Trustees as Independent Trustees, highlighting a strong emphasis on independent oversight.)

MFS

Massachusetts Financial Services Company, the investment adviser and administrator for the MFS funds. (MFS manages the fund's assets and provides administrative services.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, investment trusts, and similar organizations. (Defines terms like 'interested persons' and governs the structure and operation of the Trusts.)

Computershare

A financial services company that provides services such as proxy tabulation and shareholder communication. (Engaged by the Trusts to handle solicitation and voting tabulation services for the meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual shareholder meeting and does not contain comparative financial performance data against a prior year's filing. The key information relates to the upcoming meeting, the election of Trustees, and the costs associated with proxy solicitation. Specific financial metrics like revenue, net income, or margins are not detailed in this particular document, which focuses on governance and procedural matters.

Key Financial Figures

• $32,084 — that the cost of these services will be $32,084 and may increase substantially in the e

Filing Documents

• def14a.htm (DEF 14A) — 1057KB
• img_00fba2f245e54f2.jpg (GRAPHIC) — 9KB
• img_4822c395179e4f3.jpg (GRAPHIC) — 2KB
• img_634e7e7a18bb4f3.jpg (GRAPHIC) — 3KB
• img_a8f69ed185124f3.jpg (GRAPHIC) — 6KB
• img_6c11d538c8f24f5.jpg (GRAPHIC) — 11KB
• 0001741773-25-002969.txt ( ) — 1106KB

To

ITEM 1. To elect Trustees to the Board of Trustees of each Trust as outlined below: a. for each of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, and MFS Multimarket Income Trust: i. four Trustees, Maureen R. Goldfarb, Maryanne L. Roepke, Paula E. Smith, and Laurie J. Thomsen, to be elected by common shareholders of each Trust; and b. for each of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust: i. three Trustees, Maureen R. Goldfarb, Paula E. Smith, and Laurie J. Thomsen, to be elected by common and preferred shareholders of each Trust, voting together as a single class; and ii. two Trustees, John P. Kavanaugh and Maryanne L. Roepke, to be elected by preferred shareholders only, voting as a separate class; and

To

ITEM 2. To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof. This notice and the related proxy materials are being mailed to Shareholders on or about August 22, 2025. THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1. It is anticipated that each Trust will hold its Meeting simultaneously with each other Trust. Shareholders of each Trust will vote separately on each item. Only a Trust's shareholders of record as of the close of business on July 31, 2025, will be entitled to receive notice of and to vote at that Trust's Meeting or any adjournment(s) or postponement(s) thereof. By order of the Board of Trustees, CHRISTOPHER R. BOHANE Assistant Secretary and Assistant Clerk August 22, 2025 YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOU PROMPTLY VOTING, SIGNING AND RETURNING THE ENCLOSED PROXY SO THAT IT IS RECEIVED BY THE DATE OF THE MEETING OR RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET BY 10:00 A.M., EASTERN TIME, ON THE DATE OF THE MEETING, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR EACH TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE. MFS CHARTER INCOME TRUST MFS GOVERNMENT MARKETS INCOME TRUST MFS HIGH INCOME MUNICIPAL TRUST MFS HIGH YIELD MUNICIPAL TRUST MFS INTERMEDIATE HIGH INCOME FUND MFS INTERMEDIATE INCOME TRUST MFS INVESTMENT GRADE MUNICIPAL TRUST MFS MULTIMARKET INCOME TRUST MFS MUNICIPAL INCOME TRUST Proxy Statement This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Trustees of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Investment Grade Municipal Trust, MFS Multimarket Income Trust, and MFS Municipal Income Trust, (e

View Full Filing

View this DEF 14A filing on SEC EDGAR