Report of Independent
Registered Public Accounting Firm
To the Shareholders and
Board of Trustees of MFS Intermediate High Income Fund
In planning
and performing our audit of the financial statements of MFS Intermediate High
Income Fund (the “Fund”) as of and for the year ended November 30, 2023, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), we considered the Fund’s internal control over
financial reporting, including controls over safeguarding securities, as a
basis for designing our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements of Form
N-CEN, 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.
The
management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls. A company’s internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. generally
accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of a company’s assets that could have a material effect on the financial
statements.
Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
A deficiency
in internal control over financial reporting exists when the design or
operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the Fund’s
annual or interim financial statements will not be prevented or detected on a
timely basis.
Our
consideration of the Fund’s internal control over financial reporting was for
the limited purpose described in the first paragraph and would not necessarily
disclose all deficiencies in internal control that might be material weaknesses
under standards established by the PCAOB. However, we noted no deficiencies in
the Fund’s internal control over financial reporting and its operation,
including controls over safeguarding securities, that we consider to be a
material weakness as defined above as of November 30, 2023.
This report
is intended solely for the information and use of management and the Board of
Trustees of MFS Intermediate High Income Fund and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other
than these specified parties.