EXHIBIT A

 

Schedule of Transactions in Shares by Sit Entities during the past 60 days:

Date of Transaction Transaction Shares of Common Stock Price Per Share ($)
1/13/2026 SELL 10,000 2.49
1/21/2026 SELL 10,000 3.04
1/22/2026 SELL 76,214 3.04
1/23/2026 SELL 57,133 3.04
1/26/2026 SELL 35,015 2.85
1/27/2026 SELL 21,889 3.04
1/28/2026 SELL 32,547 3.04
2/2/2026 SELL 83,613 3.03
2/3/2026 SELL 88,131 3.03
2/4/2026 SELL 59,925 3.03
2/11/2026 SELL 11,300 3.03
2/12/2026 SELL 10,000 3.03
2/13/2026 SELL 8,610 3.03
2/17/2026 BUY 50,000 2.59
2/20/2026 BUY 874 2.62

 

 

 

 

EXHIBIT B

 

Joint Filing Agreement

 

The undersigned agree that the statement on Schedule 13D with respect to the Common Stock of MFS Intermediate Income Trust, dated as of February 24, 2026, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first written above.

 

By: Sit Investment Associates, Inc.   By: Sit Fixed Income Advisors II, LLC
/s/Roger J. Sit   /s/Roger J. Sit
Roger J. Sit   Roger J. Sit
Its: CEO   Its: CEO

 

 

EXHIBIT C

 

February 24, 2026

 

Rosa E. Licea-Mailloux, Chief Compliance Officer Via FedEx

and

Heidi W. Hardin, Secretary and Clerk

 

Massachusetts Financial Services Company

111 Huntington Ave

Boston, MA 02199-7618

 

Re: MFS Charter Income Trust (MCR),

MFS Intermediate Income Trust (MIN),

MFS Multimarket Income Trust (MMT, “Acquiring Fund”),

MFS Government Markets Income Trust (MGF),

MFS Intermediate High Income Fund (CIF) (collectively the “Funds”)

 

Dear Ms. Licea-Mailloux and Ms. Hardin:

 

Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC (“Sit” or “we” or “our”) are each registered as an investment adviser with the Securities and Exchange Commission (the “Commission”) under the Investment Advisers Act of 1940, as amended and act pursuant to investment management agreements as the discretionary investment manager to certain clients who are shareholders of closed-end funds (“CEFs”). Sit has been investing in CEFs on behalf of its clients for more than 25 years. Sit’s clients include individuals and institutions, such as foundations, pension funds, insurance companies, and corporations. Our investment approach to CEFs is long-term orientated with an emphasis on the income component of total return. Sit utilizes CEFs across several client types and composites, each with differing objectives, guidelines, restrictions, and risk tolerances.

 

We are writing to notify the Funds’ Board of Trustees (the “Board”) that we intend to vote AGAINST the reorganization proposal announced on December 11, 2025 which would merge MCR, MIN, MGF, and CIF (the “Acquired Funds”) into MMT, the Acquiring Fund.

 

Sit has been investing in the Funds on behalf of its clients continuously for more than 25 years. As of December 31, 2025, Sit’s clients held the following positions in the Funds:

   Shares  % of Share   
Fund  Owned by Sit Clients  Outstanding*  Market Value
 MGF    8,788,620    27.0%  $26,585,576 
 MIN    29,167,975    25.6%   76,128,415 
 MCR    3,993,082    9.6%   25,036,624 
 CIF    1,452,035    8.1%   2,468,460 
 MMT    642,159    1.2%   2,986,039 

*Source of Shares Outstanding: MGF, MCR, and CIF Annual Report, 11/30/2025; MIN and MMT Annual Report, 10/31/2025.

 

We do not support the proposed reorganization because the Acquiring Fund?s investment strategy and risk profile is materially different than the investment strategies and risk profiles of the Acquired Funds. Specifically, and most importantly, MGF and MIN are currently required to maintain significant allocations to high-quality securities. In fact, MGF is required to invest at least 80% of its net assets in government securities. In contrast, the Acquiring Fund may invest 100% of its assets in junk bonds. If approved, the proposed reorganization will significantly increase the risk for investors in MGF and MIN. Our clients cannot accept this level of increased risk. The stark contrast in risk profiles among the Funds can be seen here:

Fund Holdings as a Percentage of Net Assets

Security Type MGF MIN MCR CIF MMT
U.S.Treasury Bond 47.3% 19.8% 23.3% 0.0% 5.0%
U.S. Agency Guaranteed 30.1% 5.2% 2.1% 0.0% 0.0%
Total U.S. Government 77.4% 25.0% 25.4% 0.0% 5.0%

Source: MGF, MCR, and CIF Annual Report, 11/30/2025; MIN and MMT Annual Report, 10/31/2025.

We believe that the proposed reorganization is not in the best interest of the Acquired Funds shareholders and only benefits the Funds’ sponsor. We ask that the Board cancel the proposed reorganization. We

believe that the proposed reorganization is a bait and switch scheme by Massachusetts Financial Services Company. Please call me with any questions.

Sincerely,

Bryce A. Doty

Senior Portfolio Manager

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