MFS® MUNICIPAL
INCOME TRUST
111 Huntington Avenue, Boston, Massachusetts 02199
December 16, 2025
By EDGAR
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington, D.C. 20549
| Re: | MFS Municipal Income Trust – Application for Withdrawal of Registration Statement on Form N-14, filed with the U.S. Securities
and Exchange Commission on December 11, 2025 (File No. 333-292082; accession no. 0000930413-25-003615) |
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended (the “1933
Act”), MFS Municipal Income Trust (the “Fund”) hereby requests that the United States Securities and Exchange Commission
(the “Commission”) consent to the withdrawal of the Registration Statement of the Fund on Form N-14 which was filed with the
Commission on December 11, 2025, along with any exhibits (the “Registration Statement”).
The Fund requests that such consent be granted on the grounds that the
Registration Statement was inadvertently filed by the Fund as Form N-14 instead of Form N-14 8C.
The Fund confirms that no securities have been sold under the Registration
Statement.
The Fund intends to promptly re-file the Registration Statement as Form
N-14 8C.
Should you have any questions regarding the Fund’s application for
withdrawal, please do not hesitate to call Pat Aguiar at (617) 954-4698. Thank you for your assistance.
Respectfully submitted,
MFS MUNICIPAL INCOME TRUST
By: /s/WILLIAM B. WILSON
Name: William B. Wilson
Title: Assistant Vice President and Senior Counsel
