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<SEC-DOCUMENT>0000912938-02-000519.txt : 20020625
<SEC-HEADER>0000912938-02-000519.hdr.sgml : 20020625
<ACCEPTANCE-DATETIME>20020625175324
ACCESSION NUMBER:		0000912938-02-000519
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20020430
FILED AS OF DATE:		20020625

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFS INTERMEDIATE INCOME TRUST
		CENTRAL INDEX KEY:			0000826735
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05440
		FILM NUMBER:		02686946

	BUSINESS ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		STREET 2:		15TH FL
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
		BUSINESS PHONE:		18006372929

	MAIL ADDRESS:	
		STREET 1:		500 BOYLSTON STREET
		STREET 2:		15TH FL
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERNATIONAL GOVERNMENT INCOME TRUST
		DATE OF NAME CHANGE:	19880211

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MFS MULTI GOVERNMENT INTERMEDIATE TRUST
		DATE OF NAME CHANGE:	19880308
</SEC-HEADER>
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<PAGE>      PAGE  10
SIGNATURE   MARK E. BRADLEY
TITLE       ASSISTANT TREASURER


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>q771a2.txt
<TEXT>
                                     MASTER
                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                   THE TRUSTS IDENTIFIED ON APPENDIX A HERETO
                                 January 1, 2002
                                     MASTER
                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                   THE TRUSTS IDENTIFIED ON APPENDIX A HERETO
                                    ARTICLE I
                                   DEFINITIONS
         The  terms  "Commission",  "Declaration",   "Distributor",  "Investment
Adviser",  "Majority  Shareholder  Vote", "1940 Act",  "Shareholder",  "Shares",
"Transfer Agent",  "Trust",  "Trust Property" and "Trustees" have the respective
meanings  given them in the Amended  and  Restated  Declaration  of Trust of the
Trusts identified on Appendix A hereto.  References to a "Trust" mean each Trust
severally and not jointly. These By-Laws shall be subject to the Declaration for
all purposes.

                                   ARTICLE II

                                     OFFICES

          SECTION  1.  Principal  Office.  Until  changed by the  Trustees,  the
          principal    office   of   the   Trust   in   The    Commonwealth   of
          Massachusetts  shall  be in the City of
          Boston, County of Suffolk.

         SECTION  2.  Other  Offices.  The Trust may have  offices in such other
places  without  as well as within  The  Commonwealth  of  Massachusetts  as the
Trustees may from time to time determine.

                                   ARTICLE III

                                  SHAREHOLDERS

         SECTION 1. Meetings.  Meetings of the Shareholders may be called at any
time by a majority of the Trustees. Meetings of the Shareholders for the purpose
of considering the removal of a person serving as Trustee shall be called by the
Trustees if they are  requested in writing to do so by  Shareholders  holding in
the aggregate Shares  representing not less than ten percent (10%) of the voting
power of the  outstanding  Shares of the Trust having  voting  rights.  Any such
meeting shall be held within or without The  Commonwealth  of  Massachusetts  on
such day and at such time as the Trustees shall designate.

         Section 2. Notice of MeetingS.  Notice of all meetings of Shareholders,
stating  the time,  place and  purposes  of the  meeting,  shall be given by the
Trustees in accordance  with the  Declaration,  mailed or sent at least (ten) 10
days and not more than ninety (90) days before the  meeting.  Only the  business
stated in the notice of the meeting shall be  considered  at such  meeting.  Any
adjourned meeting may be held as adjourned  without further notice,  even if the
date of such  adjourned  meeting  is more than 90 days  after the  notice of the
meeting  was  mailed or sent.  Notwithstanding  the  foregoing,  if  either  the
President  or Clerk of the Trust,  or in the  absence or  unavailability  of the
President and the Clerk,  any officer of the Trust,  determines that as a result
of force majeure or an act of God or war, the date, time or place designated for
a meeting or adjourned meeting of Shareholders is not reasonably  practicable or
available,  such officer may, without further notice to Shareholders,  designate
such other date,  time or place for such  meeting or  adjourned  meeting as such
officer shall, in his or her sole discretion, determine. No notice need be given
to any  Shareholder  who shall have  failed to inform  the Trust of his  current
address or if a written waiver of notice,  executed  before or after the meeting
by the  Shareholder  or his  attorney  thereunto  authorized,  is filed with the
records of the meeting.

         Section 3. Record Date for Meetings. For the purpose of determining the
Shareholders  who are  entitled to notice of and to vote at any  meeting,  or to
participate  in any  distribution,  or for the purpose of any other action,  the
Trustees  may from time to time close the transfer  books for such  period,  not
exceeding  thirty (30) days, as the Trustees may determine;  or without  closing
the  transfer  books the  Trustees may fix a date not more than ninety (90) days
prior to the date of any meeting of Shareholders or distribution or other action
as a  record  date  for  the  determination  of the  persons  to be  treated  as
Shareholders  of record for such purpose.  The Trustees also may select the time
of day as of  which  the  calculations  for  determining  how  many  votes  each
Shareholder is entitled to pursuant to the Declaration shall be performed.

         Section  4.  Proxies.  At any  meeting of  Shareholders,  any holder of
Shares entitled to vote thereat may vote by proxy,  provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the Clerk,
or with such other  officer or agent of the Trust as the Clerk may  direct,  for
verification prior to the time at which such vote shall be taken.  Pursuant to a
vote of a majority of the Trustees,  proxies may be solicited in the name of one
or more Trustees or one or more of the officers of the Trust.  When any Share is
held  jointly by  several  persons,  any one of them may vote at any  meeting in
person  or by proxy in  respect  of such  Share  (and a proxy  shall be valid if
executed  by any one of them),  but if more than one of them shall be present at
such meeting in person or by proxy,  and such joint  owners or their  proxies so
present  disagree as to any vote to be cast,  such vote shall not be received in
respect of such Share.  A proxy  purporting  to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise,
and the burden of proving  invalidity shall rest on the challenger.  The placing
of a  Shareholder's  name on a proxy  pursuant to telephonic  or  electronically
transmitted  instructions obtained pursuant to procedures reasonably designed to
verify that such  instructions  have been authorized by such  Shareholder  shall
constitute  execution of such proxy by or on behalf of such Shareholder.  If the
holder of any such Share is a minor or a person of unsound mind,  and subject to
guardianship  or to the legal  control of any other person as regards the charge
or  management  of such Share,  he may vote by his guardian or such other person
appointed  or having  such  control,  and such vote may be given in person or by
proxy. Any copy, facsimile telecommunication or other reliable reproduction of a
proxy may be  substituted  for or used in lieu of the original proxy for any and
all  purposes  for which the original  proxy could be used,  provided  that such
copy,  facsimile  telecommunication  or other  reproduction  shall be a complete
reproduction  of the entire original proxy or the portion thereof to be returned
by the Shareholder.

         Section  5.  QUORUM AND  ADJOURNMENT.  Except  when a larger  quorum is
required by any provision of law,  Shares  representing a majority of the voting
power of the outstanding  Shares  entitled to vote shall  constitute a quorum at
any  meeting of  Shareholders,  except  that  where any  provision  of law,  the
Declaration or these By-laws  requires that holders of any series or class shall
vote as a series or class, then Shares  representing a majority (unless a larger
quorum is  required as  specified  above) of the voting  power of the  aggregate
number of Shares of that series or class  entitled to vote shall be necessary to
constitute a quorum for the  transaction of business by that series or class. In
the  absence of a quorum,  Shareholders  entitled to cast votes  representing  a
majority of the voting power of the outstanding  Shares entitled to vote present
in person or by proxy,  or, where any provision of law, the Declaration or these
By-laws  requires  that holders of any series or class shall vote as a series or
class, Shareholders entitled to cast votes representing a majority of the voting
power of the outstanding Shares of that series or class entitled to vote present
in person or by proxy,  may adjourn the meeting from time to time until a quorum
shall be present.  Only  Shareholders of record shall be entitled to vote on any
matter.

          Section 6.  Inspection  of Records.  The records of the Trust shall be
          open to inspection by  Shareholders to the same extent as is permitted
          shareholders of a Massachusetts business corporation.

         Section 7. Action  without  Meeting.  Any action  which may be taken by
Shareholders  may be taken  without a meeting  if  Shareholders  holding  Shares
representing  a majority of the voting  power of the Shares  entitled to vote on
the matter (or such larger  proportion  thereof as shall be required by law, the
Declaration or these By-Laws for approval of such matter)  consent to the action
in writing and the written  consents  are filed with the records of the meetings
of Shareholders.  Such consent shall be treated for all purposes as a vote taken
at a meeting of Shareholders.

                                   ARTICLE IV

                                    TRUSTEES

         Section  1.  Meetings  of the  Trustees.  The  Trustees  may  in  their
discretion  provide for regular or stated  meetings of the  Trustees.  Notice of
regular or stated  meetings  need not be given.  Meetings of the Trustees  other
than regular or stated meetings shall be held whenever called by the Chairman or
by any one of the  Trustees at the time being in office.  Notice of the time and
place of each meeting  other than regular or stated  meetings  shall be given by
the Secretary or an Assistant  Secretary,  or the Clerk or an Assistant Clerk or
by the  officer  or  Trustee  calling  the  meeting  and shall be mailed to each
Trustee at least two days before the meeting,  or shall be telegraphed,  cabled,
or wirelessed or sent by facsimile or other  electronic means to each Trustee at
his usual or last known business or residence address,  or personally  delivered
to him at least one day before the meeting.  Such notice may, however, be waived
by any  Trustee.  Notice  of a  meeting  need not be given to any  Trustee  if a
written waiver of notice,  executed by him before or after the meeting, is filed
with the  records of the  meeting,  or to any  Trustee  who  attends the meeting
without  protesting  prior thereto or at its  commencement the lack of notice to
him. A notice or waiver of notice need not  specify the purpose of any  meeting.
Except  as  provided  by law the  Trustees  may  meet by  means  of a  telephone
conference  circuit or similar  communications  equipment  by means of which all
persons  participating  in the  meeting  can hear each  other,  which  telephone
conference  meeting  shall be deemed to have been held at a place  designated by
the Trustees at the meeting.  Participation  in a telephone  conference  meeting
shall constitute presence in person at such meeting.

         Section 2.  Quorum and Manner of  Acting.  A majority  of the  Trustees
shall be present at any regular or special  meeting of the  Trustees in order to
constitute a quorum for the  transaction of business at such meeting and (except
as otherwise  required by law, the  Declaration  or these  By-Laws) the act of a
majority  of the  Trustees  present  at any such  meeting,  at which a quorum is
present,  shall  be the act of the  Trustees.  In the  absence  of a  quorum,  a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.

                                    ARTICLE V

                          COMMITTEES AND ADVISORY BOARD

         Section 1.  Executive and Other  Committees.  The Trustees by vote of a
majority  of all the  Trustees  may elect  from  their own  number an  Executive
Committee  to consist of not less than three (3)  Trustees to hold office at the
pleasure of the  Trustees  which shall have the power to conduct the current and
ordinary business of the Trust while the Trustees are not in session,  including
the purchase and sale of  securities  and the  designation  of  securities to be
delivered upon  redemption of Shares of the Trust,  and such other powers of the
Trustees as the  Trustees  may,  from time to time,  delegate  to the  Executive
Committee  except those powers which by law, the  Declaration  or these  By-Laws
they  are  prohibited  from  delegating.  The  Trustees  may  also  elect  other
Committees from time to time, the number composing such  Committees,  the powers
conferred upon the same (subject to the same  limitations as with respect to the
Executive  Committee)  and the  term of  membership  on  such  Committees  to be
determined  by the  Trustees.  The Trustees may designate a Chairman of any such
Committee.  In the absence of such  designation  a  Committee  may elect its own
Chairman.

         Section 2.  Meeting, Quorum and Manner of Acting.  The Trustees may:

          (i) provide for stated meetings of any Committee;

          (ii)  specify  the manner of calling and notice  required  for special
          meetings of any Committee;

          (iii)  specify  the  number of  members  of a  Committee  required  to
          constitute a quorum and the number of members of a Committee  required
          to exercise specified powers delegated to such Committee;

          (iv) authorize the making of decisions to exercise specified powers by
          written  assent of the  requisite  number of  members  of a  Committee
          without a meeting; and

          (v)  authorize  the  members  of a  Committee  to meet by  means  of a
          telephone  conference circuit or similar  communications  equipment by
          means of which all persons  participating in the meeting can hear each
          other.

         Each Committee shall keep and maintain  regular minutes of its meetings
and records of decisions taken without a meeting.

         Section 3. Advisory  Board.  The Trustees may appoint an Advisory Board
to consist in the first instance of not less than three (3) members.  Members of
such  Advisory  Board  shall  not  be  Trustees  or  officers  and  need  not be
Shareholders.  A member of such Advisory Board shall hold office for such period
as the Trustees may by resolution  provide.  Any member of such board may resign
therefrom  by a written  instrument  signed by him which  shall take effect upon
delivery to the Trust.  The Advisory  Board shall have no legal powers and shall
not perform the functions of Trustees in any manner,  such Advisory  Board being
intended merely to act in an advisory  capacity.  Such Advisory Board shall meet
at such times and upon such notice as the Trustees may by resolution provide.

                                   ARTICLE VI

                                    OFFICERS

         Section 1.  General  Provisions.  The  officers of the Trust shall be a
Chairman,  a  President,  a Treasurer  and a Clerk,  who shall be elected by the
Trustees. The Trustees may elect or appoint such other officers or agents as the
business of the Trust may  require,  including  one or more Vice  Presidents,  a
Secretary  and  one  or  more  Assistant  Secretaries,  one  or  more  Assistant
Treasurers,  and one or more Assistant Clerks.  The Trustees may delegate to any
officer or Committee the power to appoint any subordinate officers or agents.

         Section  2.  Term of Office  and  Qualifications.  Except as  otherwise
provided by law, the Declaration or these By-Laws, the Chairman,  the President,
the  Treasurer  and the Clerk shall hold office until his  resignation  has been
accepted by the Trustees or until his respective  successor shall have been duly
elected and qualified, or in each case until he sooner dies, resigns, is removed
or becomes disqualified. All other officers shall hold office at the pleasure of
the  Trustees.  Any two or more  offices  may be held by the  same  person.  Any
officer may be, but none need be, a Trustee or Shareholder.

         Section 3. Removal AND  RESIGNATION.  The  Trustees,  at any regular or
special meeting of the Trustees, may remove any officer with or without cause by
a vote of a majority  of the  Trustees.  Any officer or agent  appointed  by any
officer or  Committee  may be removed with or without  cause by such  appointing
officer or Committee.  Any officer may resign at any time by written  instrument
signed by him and delivered to the Trust.  Such  resignation  shall be effective
upon receipt unless specified to be effective at some other time.  Except to the
extent  expressly  provided in a written  agreement  with the Trust,  no officer
resigning and no officer  removed shall have any right to any  compensation  for
any period  following  his  resignation  or removal,  or any right to damages on
account of such removal.

         Section 4. Powers and Duties of the  Chairman.  The  Chairman  may call
meetings of the Trustees and of any Committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders. Subject to the control of
the Trustees and any Committees of the Trustees, the Chairman shall at all times
exercise a general  supervision and direction over the affairs of the Trust. The
Chairman shall have the power to employ  attorneys and counsel for the Trust and
to employ such subordinate officers, agents, clerks and employees as he may find
necessary to transact the  business of the Trust.  The Chairman  shall also have
the power to grant, issue,  execute or sign such powers of attorney,  proxies or
other  documents as may be deemed  advisable or necessary in  furtherance of the
interests of the Trust. The Chairman shall have such other powers and duties as,
from time to time, may be conferred upon or assigned to him by the Trustees. The
Chairman shall be the chief executive officer of the Trust.

         Section  5.  Powers  and  Duties of the  President.  In the  absence or
disability of the Chairman,  the President  shall perform all the duties and may
exercise  any of the  powers of the  Chairman,  subject  to the  control  of the
Trustees.  The  President  shall perform such other duties as may be assigned to
him from time to time by the Trustees or the Chairman.

         Section  6.  Powers and Duties of Vice  Presidents.  In the  absence or
disability of the  President,  the Vice  President or, if there be more than one
Vice President,  any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the  President,  subject to the
control of the Trustees.  Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees or the President.

         Section 7. Powers and Duties of the TreasureR.  The Treasurer  shall be
the principal financial and accounting officer of the Trust. The Treasurer shall
deliver all funds of the Trust  which may come into his hands to such  custodian
as the Trustees may employ.  The Treasurer shall render a statement of condition
of the finances of the Trust to the Trustees as often as they shall  require the
same and shall in  general  perform  all the  duties  incident  to the office of
Treasurer  and such other  duties as from time to time may be assigned to him by
the Trustees.  The Treasurer shall give a bond for the faithful discharge of his
duties,  if required to do so by the Trustees,  in such sum and with such surety
or sureties as the Trustees shall require.

         Section 8.  Powers and  Duties of the Clerk.  The Clerk  shall keep the
minutes of all meetings of the  Shareholders  in proper books  provided for that
purpose; he shall have custody of the seal of the Trust; he shall have charge of
the Share transfer books, lists and records unless the same are in the charge of
the Transfer Agent. He or the Secretary,  if any, shall attend to the giving and
serving of all notices by the Trust in accordance  with the  provisions of these
By-Laws  and as  required  by law;  and  subject to these  By-Laws,  he shall in
general perform all duties incident to the office of Clerk and such other duties
as from time to time may be assigned to him by the Trustees.

         Section 9. Powers and Duties of The Secretary.  The Secretary,  if any,
shall keep the minutes of all meetings of the  Trustees.  He shall  perform such
other duties and have such other powers in addition to those  specified in these
By-Laws  as the  Trustees  shall  from  time to time  designate.  If there be no
Secretary  or  Assistant  Secretary,  the  Clerk  shall  perform  the  duties of
Secretary.

         Section 10. Powers and Duties of Assistant  Treasurers.  In the absence
or  disability  of the  Treasurer,  any  Assistant  Treasurer  designated by the
Trustees  shall perform all the duties,  and may exercise any of the powers,  of
the Treasurer.  Each Assistant Treasurer shall perform such other duties as from
time to time may be assigned to him by the Trustees.  Each  Assistant  Treasurer
shall give a bond for the faithful discharge of his duties, if required to do so
by the  Trustees,  in such sum and with such surety or sureties as the  Trustees
shall require.

         Section 11.  Powers and Duties of Assistant  Clerks.  In the absence or
disability of the Clerk,  any Assistant  Clerk  designated by the Trustees shall
perform all the duties,  and may exercise any of the powers,  of the Clerk.  The
Assistant  Clerks  shall  perform  such other duties as from time to time may be
assigned to them by the Trustees.

         Section 12. Powers and Duties of Assistant Secretaries.  In the absence
or  disability  of the  Secretary,  any  Assistant  Secretary  designated by the
Trustees shall perform all of the duties, and may exercise any of the powers, of
the Secretary. The Assistant Secretaries shall perform such other duties as from
time to time may be assigned to them by the Trustees.

         Section 13.  Compensation  of Officers  and Trustees and Members of the
Advisory Board.  Subject to any applicable law or provision of the  Declaration,
the  compensation of the officers and Trustees and members of the Advisory Board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any  Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such  compensation  as such officer
by reason of the fact that he is also a Trustee.

                                   ARTICLE VII

                                   FISCAL YEAR

         The  fiscal  year of the Trust  shall be as  specified  on  Appendix  A
hereto,  provided,  however,  that the Trustees may from time to time change the
fiscal year of the Trust or any series.

                                  ARTICLE VIII

                                      SEAL

         The  Trustees  may adopt a seal  which  shall be in such form and shall
have such inscription thereon as the Trustees may from time to time prescribe.

                                   ARTICLE IX

                                WAIVERS OF NOTICE

         Whenever any notice is required to be given by law, the  Declaration or
these  By-Laws,  a waiver  thereof in  writing,  signed by the person or persons
entitled to such notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto. A notice shall be deemed to have been telegraphed,
cabled or  wirelessed  or sent by  facsimile or other  electronic  means for the
purposes of these By-Laws when it has been delivered to a representative  of any
telegraph,  cable or wireless  company with  instruction that it be telegraphed,
cabled or wirelessed or when a confirmation of such facsimile  having been sent,
or a  confirmation  that  such  electronic  means  has  sent  the  notice  being
transmitted,  is  generated.  Any notice shall be deemed to be given at the time
when the same shall be mailed, telegraphed, cabled or wirelessed or when sent by
facsimile or other electronic means.

                                    ARTICLE X

                           SALE OF SHARES OF THE TRUST

         The Trustees may from time to time issue and sell or cause to be issued
and sold Shares for cash or other  property.  The Shares,  including  additional
Shares which may have been repurchased by the Trust (herein  sometimes  referred
to as  "treasury  shares"),  may not be sold at a price  less than the net asset
value  thereof (as defined in Article XI hereof)  determined  by or on behalf of
the Trustees next after the sale is made or at some later time after such sale.

         No Shares need be offered to existing Shareholders before being offered
to others.  No Shares  shall be sold by the Trust  (although  Shares  previously
contracted  to be sold may be issued upon  payment  therefor)  during any period
when the  determination of net asset value is suspended.  In connection with the
acquisition by merger or otherwise of all or substantially  all the assets of an
investment  company  (whether a  regulated  or private  investment  company or a
personal holding  company),  the Trustees may issue or cause to be issued Shares
and accept in payment  therefor such assets valued at not more than market value
thereof in lieu of cash,  notwithstanding  that the federal  income tax basis to
the Trust of any assets so acquired may be less than the market value,  provided
that such assets are of the  character in which the  Trustees  are  permitted to
invest the funds of the Trust.

                                   ARTICLE XI

                            NET ASSET VALUE OF SHARES

         The term "net  asset  value" per Share of any class or series of Shares
shall mean: (i) the value of all assets of that series or class; (ii) less total
liabilities  of such series or class;  (iii)  divided by the number of Shares of
such  series  or  class   outstanding,   in  each  case  at  the  time  of  such
determination,  all as determine by or under the direction of the Trustees. Such
value  shall be  determined  on such days and at such time as the  Trustees  may
determine. Such determination shall be made with respect to securities for which
market quotations are readily available, at the market value of such securities;
and with respect to other securities and assets, at the fair value as determined
in good faith by or pursuant  to the  direction  of the  Trustees or a Committee
thereof, provided, however, that the Trustees, without shareholder approval, may
alter the method of appraising  portfolio  securities insofar as permitted under
the 1940 Act,  including  use of the  amortized  cost  method.  The Trustees may
delegate  any powers and duties  under this Article XI with respect to appraisal
of assets  and  liabilities.  At any time the  Trustees  may cause the value per
share last determined to be determined again in a similar manner and may fix the
time when such predetermined value shall become effective. Determinations of net
asset  value made by the  Trustees  or their  delegates  in good faith  shall be
binding on all parties concerned.

                                   ARTICLE XII

                           DIVIDENDS AND DISTRIBUTIONS

         Section 1. Limitations on Distributions.  The total of distributions to
Shareholders  of a particular  series or class paid in respect of any one fiscal
year, subject to the exceptions noted below,  shall, when and as declared by the
Trustees, be approximately equal to the sum of:

                  (i)      the net  income,  exclusive  of the profits or losses
                           realized   upon  the  sale  of  securities  or  other
                           property,  of such  series or class  for such  fiscal
                           year,   determined  in  accordance   with   generally
                           accepted   accounting   principles   (which,  if  the
                           Trustees  so  determine,  may  be  adjusted  for  net
                           amounts  included  as such  accrued net income in the
                           price of  Shares of such  series  or class  issued or
                           repurchased), but if the net income of such series or
                           class exceeds the amount distributed by less than one
                           cent per share outstanding at the record date for the
                           final  dividend,  the  excess  shall  be  treated  as
                           distributable  income of such series or class for the
                           following fiscal year; and

                  (ii)     in the  discretion  of the  Trustees,  an  additional
                           amount  which  shall  not  substantially  exceed  the
                           excess of profits over losses on sales of  securities
                           or other  property  allocated  or  belonging  to such
                           series or class for such fiscal year.

The decision of the Trustees as to what, in accordance  with generally  accepted
accounting  principles,  is income  and what is  principal  shall be final,  and
except as  specifically  provided herein the decision of the Trustees as to what
expenses and charges of the Trust shall be charged  against  principal  and what
against income shall be final,  all subject to any applicable  provisions of the
1940 Act. For the purposes of the  limitation  imposed by this Section 1, Shares
issued  pursuant to Section 2 of this  Article XII shall be valued at the amount
of cash  which the  Shareholders  would  have  received  if they had  elected to
receive cash in lieu of such Shares.

         Inasmuch as the  computation of net income and gains for federal income
tax  purposes may vary from the  computation  thereof on the books of the Trust,
the above  provisions  shall be interpreted to give to the Trustees the power in
their discretion to distribute for any fiscal year as ordinary  dividends and as
capital gains  distributions,  respectively,  additional  amounts  sufficient to
enable the Trust to avoid or reduce  liability  for taxes.  Any payment  made to
Shareholders pursuant to clause (ii) of this Section 1 shall be accompanied by a
written statement  showing the source or sources of such payment,  and the basis
of computation thereof.

         Section 2. Distributions  Payable in Cash or Shares. The Trustees shall
have power, to the fullest extent  permitted by the laws of The  Commonwealth of
Massachusetts but subject to the limitation as to cash distributions  imposed by
Section 1 of this  Article  XII, at any time or from time to time to declare and
cause to be paid distributions payable at the election of any Shareholder of any
series  or class  (whether  exercised  before or after  the  declaration  of the
distribution) either in cash or in Shares of such series,  provided that the sum
of:

          (i) the cash distribution actually paid to any Shareholder, and

                  (ii)     the  net  asset  value  of  the  Shares   which  that
                           Shareholder elects to receive, in effect at such time
                           at or after the election as the Trustees may specify,
                           shall  not  exceed  the full  amount of cash to which
                           that  Shareholder  would be entitled if he elected to
                           receive only cash.

In the case of a  distribution  payable in cash or Shares at the  election  of a
Shareholder,  the  Trustees  may  prescribe  whether a  Shareholder,  failing to
express his election before a given time shall be deemed to have elected to take
Shares rather than cash,  or to take cash rather then Shares,  or to take Shares
with cash adjustment of fractions.

         The Trustees, in their sole discretion,  may cause the Trust to require
that all distributions payable to a shareholder in amounts less than such amount
or  amounts  determined  from  time to time by the  Trustees  be  reinvested  in
additional  shares of the Trust rather than paid in cash,  unless a  shareholder
who, after  notification that his distributions will be reinvested in additional
shares  in  accordance  with  the  preceding  phrase,  elects  to  receive  such
distributions in cash. Where a shareholder has elected to receive  distributions
in cash and the postal or other delivery  service is unable to deliver checks to
the shareholder's address of record, the Trustees, in their sole discretion, may
cause  the  Trust to  require  that such  Shareholder's  distribution  option be
converted to having all distributions reinvested in additional shares.

         Section 3. Stock  Dividends.  Anything in these By-Laws to the contrary
notwithstanding,  the Trustees may at any time declare and  distribute  pro rata
among the  Shareholders of any series or class a "stock  dividend" out of either
authorized  but  unissued  Shares of such series or class or treasury  Shares of
such series or class or both.

                                  ARTICLE XIII

                                   AMENDMENTS

         These  By-Laws,  or any of them, may be altered,  amended,  repealed or
restated, or new By-Laws may be adopted, at any time by the Trustees.  Action by
the Trustees with respect to the By-Laws shall be taken by an  affirmative  vote
of a majority of the Trustees.


                                                           FISCAL
TRUST                                                      YEAR END

MFS Series Trust I                                         08/31
MFS Series Trust II                                        11/30
MFS Series Trust III                                       01/31
MFS Series Trust IV                                        08/31
MFS Series Trust V                                         09/30
MFS Series Trust VI                                        10/31
MFS Series Trust VII                                       11/30
MFS Series Trust VIII                                      10/31
MFS Series Trust IX                                        04/30
MFS Series Trust X                                         05/31*
                                                           07/31+

MFS Series Trust XI                                        09/30
MFS Growth Opportunities Fund                              12/31
MFS Municipal Income Trust                                 10/31
MFS Multimarket Income Trust                               10/31
MFS Government Markets Income Trust                        11/30
MFS Intermediate Income Trust                              10/31
MS Charter Income Trust                                    11/30
MFS Special Value Trust                                    10/30
MFS Municipal Series Trust                                 03/31
MFS Institutional Trust                                    06/30
MFS Variable Insurance Trust                               12/31
*The  fiscal year end is 5/31 for the  following  series of MFS Series
Trust X: MFS International  Investors Trust, MFS International  Growth
Fund, MFS Multi Cap Growth Fund, MFS Fundamental  Growth Fund,  Gemini
Large Cap U.S.  Fund,  MFS Gemini U.K.  Fund,  MFS Emerging  Companies
Fund, MFS Select Growth Fund
+ The fiscal year end is 7/31 for the  following  series of MFS Series
Trust X: MFS  International ADR Fund, MFS Global  Conservative  Equity
Fund, MFS  International  Core Equity Fund, MFS Global Health Sciences
Fund,  MFS Government  Mortgage  Fund,  MFS Strategic  Value Fund, MFS
Emerging Markets Debt Fund, MFS Income Fund, MFS European Equity Fund,
MFS High Yield Fund, MFS New Endeavor Fund

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B BYLAWS
<SEQUENCE>4
<FILENAME>q771e.txt
<TEXT>

                          INVESTMENT ADVISORY AGREEMENT

         INVESTMENT ADVISORY AGREEMENT,  dated this 1st day of January, 2002, by
and between MFS Intermediate  Income Trust, a Massachusetts  business trust (the
"Trust"),  and MASSACHUSETTS  FINANCIAL SERVICES COMPANY, a Delaware corporation
(the "Adviser").

                                   WITNESSETH:

         WHEREAS,  the Trust is engaged in  business  as an  investment  company
registered under the Investment Company Act of 1940; and

          WHEREAS,  the  Adviser is willing to provide  services to the Trust on
          the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties  hereto as herein set forth,  the parties  covenant  and agree as
follows:

         Article 1. Duties of the  Adviser.  (a) The Adviser  shall  provide the
Trust with such investment advice and supervision as the latter may from time to
time consider  necessary for the proper  supervision of its assets.  The Adviser
shall  act  as  investment  adviser  to the  Trust  and as  such  shall  furnish
continuously  an investment  program and shall  determine from time to time what
securities or other instruments  shall be purchased,  sold or exchanged and what
portion of the assets of the Trust shall be held  uninvested,  subject always to
the restrictions of the Trust's Amended and Restated Declaration of Trust, dated
January 1, 2002, and By-Laws,  each as amended from time to time  (respectively,
the  "Declaration"  and the  "By-Laws"),  to the  provisions  of the  Investment
Company Act of 1940 and the Rules,  Regulations and orders thereunder and to the
Trust's  then-current  Prospectus and Statement of Additional  Information.  The
Adviser  also shall  exercise  voting  rights,  rights to  consent to  corporate
actions and any other rights pertaining to the Trust's  portfolio  securities in
accordance  with the  Adviser's  policies  and  procedures  as  presented to the
Trustees  of the  Trust  from time to time.  Should  the  Trustees  at any time,
however, make any definite  determination as to the investment policy and notify
the Adviser thereof in writing, the Adviser shall be bound by such determination
for the period,  if any,  specified in such notice or until  similarly  notified
that such determination shall be revoked.

         (b) The Adviser shall take,  on behalf of the Trust,  all actions which
it deems necessary to implement the investment  policies  determined as provided
above,  and in  particular  to place  all  orders  for the  purchase  or sale of
portfolio  securities or other  instruments for the Trust's account with brokers
or dealers  selected by it, and to that end,  the Adviser is  authorized  as the
agent of the Trust to give  instructions to the Custodian of the Trust as to the
deliveries  of  securities  or other  instruments  and  payments of cash for the
account  of the Trust.  In  connection  with the  selection  of such  brokers or
dealers and the placing of such orders,  the Adviser is directed to seek for the
Trust the best overall price and execution available from responsible  brokerage
firms,  taking  account of all factors it deems  relevant,  including  by way of
illustration:  price; the size of the transaction;  the nature of the market for
the  security;  the  amount of the  commission;  the  timing  and  impact of the
transaction  taking  into  account  market  prices and trends;  the  reputation,
experience  and financial  stability of the broker or dealer  involved;  and the
quality of services rendered by the broker or dealer in other  transactions.  In
fulfilling  this  requirement,  the  Adviser  shall not be deemed to have  acted
unlawfully or to have breached any duty, created by this Agreement or otherwise,
solely  by reason of its  having  caused  the Trust to pay a broker or dealer an
amount of  commission  for effecting a securities  transaction  in excess of the
amount of commission  another  broker or dealer would have charged for effecting
that  transaction,  if the Adviser  determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services  provided  by such  broker or  dealer,  viewed in terms of either  that
particular transaction or the Adviser's overall responsibilities with respect to
the Trust and to other clients of the Adviser as to which the Adviser  exercises
investment  discretion.  Subject to  seeking  the best  price and  execution  as
described above,  and in accordance with applicable  rules and regulations,  the
Adviser also is authorized to consider  sales of shares of the Trust or of other
funds or  accounts of the  Adviser as a factor in the  selection  of brokers and
dealers.

         (c)  The  Adviser  may  from  time to time  enter  into  sub-investment
advisory  agreements  with  respect  to the  Trust  with one or more  investment
advisers with such terms and conditions as the Adviser may  determine,  provided
that such  sub-investment  advisory  agreements have been approved in accordance
with applicable  provisions of the Investment Company Act of 1940 and any rules,
regulations  or orders of the  Securities  and Exchange  Commission  thereunder.
Subject to the  provisions of Article 6, the Adviser shall not be liable for any
error of judgment or mistake of law by any  sub-adviser  or for any loss arising
out of any investment  made by any sub-adviser or for any act or omission in the
execution and management of the Trust by any sub-adviser.

         Article 2.  Allocation of Charges and  Expenses.  (a) The Adviser shall
furnish at its own expense  investment  advisory  and  administrative  services,
office  space,  equipment  and clerical  personnel  necessary  for servicing the
investments  of the Trust  and  maintaining  its  organization,  and  investment
advisory  facilities  and executive and  supervisory  personnel for managing the
investments and effecting the portfolio  transactions of the Trust.  The Adviser
shall arrange, if desired by the Trust, for directors, officers and employees of
the  Adviser  to serve as  Trustees,  officers  or  agents  of the Trust if duly
elected or appointed to such positions and subject to their  individual  consent
and to any limitations imposed by law.

(b) It is understood that the Trust will pay all of its own expenses incurred in
  its operations and the offering of its shares,  unless  specifically  provided
  otherwise in this Agreement or except to the extent that the Adviser agrees in
  a written instrument executed by the Adviser  (specifically  referring to this
  Article 2(b)) to assume or otherwise pay for specified  expenses of the Trust,
  including, without limitation:  compensation of Trustees "not affiliated" with
  the Adviser;  governmental fees; interest charges;  taxes;  membership dues in
  the Investment Company Institute  allocable to the Trust; fees and expenses of
  independent auditors,  of legal counsel, and of any transfer agent,  registrar
  or  dividend  disbursing  agent of the Trust;  expenses  of  repurchasing  and
  redeeming shares and servicing  shareholder  accounts;  expenses of preparing,
  printing and mailing stock certificates,  shareholder reports,  notices, proxy
  statements and reports to governmental officers and commissions; brokerage and
  other  expenses  connected  with the  execution,  recording and  settlement of
  portfolio security transactions;  insurance premiums; fees and expenses of the
  custodian for all services to the Trust,  including  safekeeping  of funds and
  securities  and   maintaining   required  books  and  accounts;   expenses  of
  calculating  the net asset  value of shares of the Trust;  organizational  and
  start up costs;  such  non-recurring or  extraordinary  expenses as may arise,
  including  those relating to actions,  suits or proceedings to which the Trust
  is a party or otherwise may have an exposure,  and the legal  obligation which
  the Trust may have to indemnify the Trust's Trustees and officers with respect
  thereto; and expenses relating to the issuance, registration and qualification
  of  shares  of  the  Trust  and  the  preparation,  printing  and  mailing  of
  prospectuses  for such  purposes  (except to the extent that any  Distribution
  Agreement to which the Trust is a party  provides that another party is to pay
  some or all of such expenses).

         (c) The payment or  assumption  by the  Adviser of any  expenses of the
Trust that the Adviser is not obligated by this Agreement or otherwise to pay or
assume  shall not  obligate the Adviser to pay or assume the same or any similar
expenses of the Trust on any subsequent occasion.

         Article 3. Compensation of the Adviser. For the services to be rendered
and the  facilities  provided,  the Trust shall pay to the Adviser an investment
advisory  fee  computed  and paid  monthly  as set forth in  Appendix A attached
hereto.  If the  Adviser  shall  serve  for less  than the  whole of any  period
specified  in this  Article  3, the  compensation  paid to the  Adviser  will be
prorated.

         Article 4.  Additional  Services.  Should the Trust  have  occasion  to
request  the  Adviser  or its  affiliates  to  perform  administrative  or other
additional  services  not herein  contemplated  or to request the Adviser or its
affiliates to arrange for the services of others,  the Adviser or its affiliates
will  act  for  the  Trust  upon  request  to  the  best  of its  ability,  with
compensation  for the  services  to be  agreed  upon with  respect  to each such
occasion as it arises.  No such agreement for additional  services shall expand,
reduce or otherwise  alter the obligations of the Adviser,  or the  compensation
that the Adviser is due, under this Agreement.

         Article 5.  Covenants of the Adviser.  The Adviser  agrees that it will
not  deal  with  itself,  or with  the  Trustees  of the  Trust  or the  Trust's
distributor, if any, as principals in making purchases or sales of securities or
other  property  for the  account  of the  Trust,  except  as  permitted  by the
Investment  Company  Act of 1940 and any  rules,  regulations  or  orders of the
Securities  and Exchange  Commission  thereunder,  will not take a long or short
position in the shares of the Trust except as permitted by the  applicable  law,
and will comply with all other provisions of the Declaration and the By-Laws and
the then-current Prospectus and Statement of Additional Information of the Trust
relative to the Adviser and its directors and officers.

         Article 6.  Limitation  of Liability of the Adviser.  The Adviser shall
not be  liable  for any  error of  judgment  or  mistake  of law or for any loss
arising out of any  investment  or for any act or omission in the  execution and
management  of the  Trust,  except for  willful  misfeasance,  bad faith,  gross
negligence or reckless  disregard of its duties and  obligations  hereunder.  As
used in this Article 6, the term "Adviser" shall include directors, officers and
employees of the Adviser as well as that corporation itself.

         Article 7. Activities of the Adviser.  (a) The Trust  acknowledges that
the services of the Adviser are not exclusive,  the Adviser being free to render
investment   advisory  and/or  other  services  to  others.  The  Trust  further
acknowledges that it is possible that, based on their investment  objectives and
policies, certain funds or accounts managed by the Adviser or its affiliates may
at times take investment positions or engage in investment  techniques which are
contrary to  positions  taken or  techniques  engaged in on behalf of the Trust.
Notwithstanding  the foregoing,  the Adviser will at all times endeavor to treat
all of its clients in a fair and equitable manner.

         (b) The  Trust  acknowledges  that  whenever  the Trust and one or more
other  funds or  accounts  advised  by the  Adviser  have  available  monies for
investment,  investments suitable and appropriate for each shall be allocated in
a manner  believed  by the  Adviser  to be fair and  equitable  to each  entity.
Similarly,  opportunities  to sell  securities  or  other  investments  shall be
allocated in a manner  believed by the Adviser to be fair and  equitable to each
entity.  The Trust acknowledges that in some instances this may adversely affect
the size of the position that may be acquired or disposed of for the Trust.

         (c) It is understood  that the Trustees,  officers and  shareholders of
the Trust are or may be or  become  interested  in the  Adviser,  as  directors,
officers,  employees, or otherwise and that directors, officers and employees of
the Adviser are or may become  similarly  interested in the Trust,  and that the
Adviser may be or become interested in the Trust as a shareholder or otherwise.

         Article   8.  MFS  Name.   The  Trust   acknowledges   that  the  names
"Massachusetts  Financial  Services," "MFS" or any derivatives  thereof or logos
associated  with those names  (collectively,  the "MFS  Marks") are the valuable
property  of the  Adviser and its  affiliates.  The  Adviser  grants the Trust a
non-exclusive  and  non-transferable  right and sub-license to use the MFS Marks
only so long as the Adviser serves as investment adviser to the Trust. The Trust
agrees that if the Adviser for any reason no longer serves as investment adviser
to the Trust, and the Adviser so requests, the Trust promptly shall cease to use
the MFS Marks and promptly shall amend its registration  statement to delete any
references to the MFS Marks. The Trust  acknowledges that the Adviser may permit
other  clients  to use the MFS  Marks in their  names  or  other  material.  For
purposes of this  Article,  the Trust shall be deemed to have taken the required
action  "promptly"  if such  action is taken  within 90 days of the  Adviser  no
longer serving as the investment  adviser to the Trust,  or from the date of the
Adviser's request, as the case may be.

         Article 9. Duration,  Termination and Amendment of this Agreement.  (a)
This  Agreement  shall  become  effective  with respect to the Trust on the date
first  written  above.  Thereafter,  this  Agreement  will remain in effect with
respect  to the  Trust for a period of two  years  from the date  first  written
above,  on which date it will terminate for the Trust unless its  continuance is
"specifically  approved at least  annually" (i) by the vote of a majority of the
Trustees  of the Trust who are not  "interested  persons" of the Trust or of the
Adviser  at a meeting  specifically  called  for the  purpose  of voting on such
approval,  and (ii) by the  Board of  Trustees  of the  Trust,  or by "vote of a
majority of the outstanding voting securities" of the Trust.

         (b)  This  Agreement  may be  terminated  as to the  Trust  at any time
without the payment of any penalty by the  Trustees or by "vote of a majority of
the outstanding voting securities" of the Trust, or by the Adviser, in each case
on not more than sixty days' nor less than thirty  days'  written  notice to the
other party.  This Agreement shall  automatically  terminate in the event of its
"assignment".

         (c) This  Agreement  may be amended  with  respect to the Trust only if
such amendment is in writing signed by or on behalf of the Trust and the Adviser
and is approved by "vote of a majority of the outstanding  voting securities" of
the Trust (if such  shareholder  approval is required by the Investment  Company
Act of 1940).

         Article  10.  Scope  of  Trust's  Obligations.  A copy  of the  Trust's
Declaration of Trust is on file with the Secretary of State of The  Commonwealth
of  Massachusetts.  The Adviser  acknowledges that the obligations of or arising
out of  this  Agreement  are  not  binding  upon  any of the  Trust's  Trustees,
officers, employees, agents or shareholders individually, but are binding solely
upon the assets and property of the Trust.

         Article 11. Definitions and  Interpretations.  The terms  "specifically
approved  at least  annually,"  "vote of a majority  of the  outstanding  voting
securities,"  "assignment,"  "affiliated  person," and "interested person," when
used in this Agreement,  shall have the respective meanings specified, and shall
be construed in a manner consistent with, the Investment Company Act of 1940 and
the rules and regulations promulgated thereunder. Any question of interpretation
of any term or provision of this Agreement  having a counterpart in or otherwise
derived  from a term or  provision of the  Investment  Company Act of 1940,  the
Investment  Advisers Act of 1940,  the Securities Act of 1933, or the Securities
Exchange  Act of 1934  (collectively,  the "Federal  Securities  Acts") shall be
resolved by reference to such term or provision of the Federal  Securities  Acts
and to interpretations  thereof,  if any, by United States federal courts or, in
the  absence  of any  controlling  decisions  of any  such  court,  by  rules or
regulations  of the Securities  and Exchange  Commission.  Where the effect of a
requirement  of the Federal  Securities  Acts reflected in any provision of this
Agreement  is revised  by rule or  regulation  of the  Securities  and  Exchange
Commission,  such  provisions  shall be deemed to incorporate the effect of such
rule or regulation.

         Article 12. Record Keeping. The Adviser will maintain records in a form
acceptable to the Trust and in compliance  with the rules and regulations of the
Securities  and  Exchange  Commission,  including  but not  limited  to  records
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the rules  thereunder,  which at all times will be the property of the Trust
and will be available for inspection and use by the Trust.

          Article 13.  Miscellaneous.  (a) This  Agreement  contains  the entire
          understanding and agreement of the parties with respect to the subject
          matter hereof.

         (b) Headings in this Agreement are for ease of reference only and shall
not constitute a part of the Agreement.

         (c) Should any portion of this Agreement for any reason be held void in
law or equity,  the remainder of the Agreement  shall be construed to the extent
possible as if such voided portion had never been contained herein.

         (d) This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts,  without giving effect to the choice of laws provisions  thereof,
except that questions of interpretation shall be resolved in accordance with the
provisions of Article 11 above.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and  delivered  in their names and on their  behalf by the  undersigned
officers  thereunto  duly  authorized,  all as of the day and year  first  above
written.  The  undersigned  officer of the Trust has executed this Agreement not
individually,  but as an officer under the  Declaration  and the  obligations of
this  Agreement  are  not  binding  upon  any  of  the  Trustees,   officers  or
shareholders of the Trust, individually, but bind only the trust estate.

          MFS Intermediate Income Trust

By:
Name: James R. Bordewick, Jr.
Title: Assistant Secretary


          MASSACHUSETTS FINANCIAL SERVICES COMPANY

By:
Name:   Jeffrey  L.  Shames
Title:  Chairman


                                   Appendix A

                           Compensation to the Adviser

The  investment  advisory  fee payable by the Trust  shall be computed  and paid
monthly in an amount equal to the sum of 0.32% of the Trust's  average daily net
assets plus 5.65% of the Trust's  gross  income  (i.e.,  income other than gains
from the sale of  securities,  gains from options and futures  transactions  and
premium  income from options  written),  in each case on an annual basis for the
Trust's then-current fiscal year.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D ADVSR CONTR
<SEQUENCE>5
<FILENAME>q77a1.txt
<TEXT>
                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                          MFS INTERMEDIATE INCOME TRUST
                           Dated as of January 1, 2002



                                TABLE OF CONTENTS

                                                                   PAGE

ARTICLE I--Name and Definitions                                    1

         Section 1.1         Name                                  1
         Section 1.2         Definitions                           1

ARTICLE II--Trustees       3

         Section 2.1         Number of Trustees                    3
         Section 2.2         Term of Office of Trustees            3
         Section 2.3         Resignation and Appointment of Trustees  4
         Section 2.4         Vacancies                                5
         Section 2.5         Delegation of Power to Other Trustees    5

ARTICLE III--Powers of Trustees                                       5

         Section 3.1         General                                  5
         Section 3.2         Investments                              6
         Section 3.3         Legal Title                              7
         Section 3.4         Issuance and Repurchase of Securities    8
         Section 3.5         Borrowing Money; Lending Trust Property  8
         Section 3.6         Delegation                               8
         Section 3.7         Collection and Payment                   8
         Section 3.8         Expenses                                 8
         Section 3.9         Manner of Acting; By-Laws                8
         Section 3.10        Miscellaneous Powers                     9

ARTICLE IV--Investment Adviser, Distributor, Custodian and

                    Transfer Agent                                    10

         Section 4.1         Investment Adviser                       10
         Section 4.2         Distributor                              10
         Section 4.3         Custodian                                11
         Section 4.4         Transfer Agent                           11
         Section 4.5         Parties to Contract                      11


ARTICLE V--Limitations of Liability of Shareholders, Trustees and
                             Others  11

         Section 5.1         No Personal Liability of Shareholders       11
         Section 5.2         Limitation of Liability of Trustees and Others 12
         Section 5.3         Mandatory Indemnification                     12
         Section 5.4         No Bond Required                            15
         Section 5.5         No Duty of Investigation; Notice in Trust
                             Instruments                              15
         Section 5.6         Good Faith Action; Reliance on Experts     15
         Section 5.7         Derivative Actions                         16

ARTICLE VI--Shares of Beneficial Interest                               16

         Section 6.1         Beneficial Interest                         16
         Section 6.2         Rights of Shareholders                      17
         Section 6.3         Trust Only                                  17
         Section 6.4         Issuance of Shares                          17
         Section 6.5         Register of Shares                          17
         Section 6.6         Transfer of Shares                          18
         Section 6.7         Notices                                     18
         Section 6.8         Voting Powers                               18

ARTICLE VII--Determination of Net Asset Value, Net Income and
                      Distributions                             19

ARTICLE VIII--Duration; Termination of Trust; Amendment;
                                 Mergers, etc.                      20

         Section 8.1         Duration                               20
         Section 8.2         Termination of Trust                   20
         Section 8.3         Amendment Procedure                    21
         Section 8.4         Merger, Consolidation and Sale of Assets    22
         Section 8.5         Incorporation, Reorganization               22
         Section 8.6         Conversion                                  23
         Section 8.7         Certain Transactions                       23

ARTICLE IX--Miscellaneous  25

         Section 9.1         Filing                                      25
         Section 9.2         Governing Law                               25
         Section 9.3         Principal Office                            25
         Section 9.4         Counterparts                                25
         Section 9.5         Reliance by Third Parties                   26
         Section 9.6         Provisions in Conflict with Law or Regulations 26


                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                          MFS INTERMEDIATE INCOME TRUST

                           Dated as of January 1, 2002

         WHEREAS,  MFS Intermediate  Income Trust was established  pursuant to a
Declaration of Trust dated December 30, 1987, as amended  pursuant to an Amended
and Restated  Declaration  of Trust dated as of January 27, 1988, and as further
amended (the "Original  Declaration"),  for the investment and  reinvestment  of
funds contributed thereto;

         WHEREAS,  the Trustees desire that the beneficial interest in the Trust
assets continue to be divided into  transferable  Shares of Beneficial  Interest
(without par value), as hereinafter provided;

         WHEREAS,   the  Trustees   wish  to  amend  and  restate  the  Original
Declaration  in its entirety,  and hereby certify that this Amended and Restated
Declaration  of Trust has been  amended  and  restated  in  accordance  with the
provisions of the Original Declaration;

         NOW THEREFORE,  the Trustees hereby confirm that all money and property
contributed  to the Trust  hereunder  shall be held and managed in trust for the
benefit of  holders,  from time to time,  of the Shares of  Beneficial  Interest
(without par value) issued hereunder and subject to the provisions  hereof,  and
that the Original Declaration, including all appendices, is amended and restated
in its entirety as follows.

                                    ARTICLE I

                              NAME AND DEFINITIONS

Section 1.1. Name. The name of the Trust is MFS Intermediate Income Trust.

Section 1.2.  Definitions.  Wherever they are used herein,  the following  terms
have the following respective meanings:

(a) "By-Laws" means the By-laws referred to in Section 3.9 hereof,  as from time
to time amended.

(b) "Commission" has the meaning given that term in the 1940 Act.

         (c) "Declaration" means this Amended and Restated Declaration of Trust,
as  amended  from  time to  time.  Reference  in this  Declaration  of  Trust to
"Declaration,"  "hereof,"  "herein" and "hereunder"  shall be deemed to refer to
this Declaration rather than the article or section in which such words appear.

(d) "Distributor" means a party furnishing services to the Trust pursuant to any
contract described in Section 4.2 hereof.

(e)  "Interested  Person"  has the  meaning  given  that  term in the 1940  Act.


(f) "Investment Adviser" means a party furnishing services to the Trust pursuant
to any contract described in Section 4.1 hereof.

         (g)  "Majority  Shareholder  Vote" has the same  meaning  as the phrase
"vote of a majority of the outstanding voting securities" as defined in the 1940
Act.

         (h) "1940 Act" means the  Investment  Company Act of 1940 and the Rules
and Regulations thereunder, as amended from time to time, and as such Act or the
Rules  and  Regulations  thereunder  may  apply  to the  Trust  pursuant  to any
exemptive  order or similar  relief or  interpretation  issued by the Commission
under such Act.

         (i) "Person"  means and  includes  individuals,  corporations,  limited
liability  companies,  partnerships,  trusts,  associations,  joint ventures and
other entities,  whether or not legal entities, and governments and agencies and
political subdivisions thereof, whether domestic or foreign.

         (j)      "Shareholder" means a record owner of outstanding Shares.

         (k) "Shares"  means the Shares of  Beneficial  Interest  into which the
beneficial  interest in the Trust shall be divided  from time to time.  The term
"Shares" includes fractions of Shares as well as whole Shares.

         (l)  "Transfer  Agent" means a party  furnishing  services to the Trust
pursuant to any transfer agency contract described in Section 4.4 hereof.

         (m)      "Trust" means the trust hereunder.

         (n) "Trust  Property"  means any and all  property,  real or  personal,
tangible  or  intangible,  which is owned or held by or for the  account  of the
Trust or the Trustees.

         (o) "Trustees"  means the persons who have signed the  Declaration,  so
long as they shall continue in office in accordance  with the terms hereof,  and
all  other  persons  who may from  time to time be duly  elected  or  appointed,
qualified and serving as Trustees in accordance with the provisions  hereof, and
reference  herein to a Trustee or the  Trustees  shall  refer to such  person or
persons in their capacity as trustees hereunder.

         (p)  "Trustees  Emeritus"  means any former  Trustees who, from time to
time,  are appointed by the Trustees to serve as trustees  emeritus of the Trust
in accordance with the guidelines and conditions for such service adopted by the
Trustees from time to time, for so long as they serve in that capacity. Trustees
Emeritus,  in their  capacity  as such,  are not  Trustees  of the Trust for any
purpose, and shall not have any powers or obligations of Trustees hereunder.

                                   ARTICLE II

                                    TRUSTEES

         Section 2.1.  Number of Trustees.  The number of Trustees shall be such
number  as shall be  fixed  from  time to time by a  majority  of the  Trustees,
provided,  however,  that the number of Trustees  shall in no event be less than
three (3) nor more than  fifteen  (15).  No  reduction in the number of Trustees
shall  have  the  effect  of  removing  any  Trustee  from  office  prior to the
expiration  of his or her  term  unless  the  Trustee  is  specifically  removed
pursuant to Section 2.2 hereof at the time of the decrease.

         Section 2.2. Term of Office of Trustees. The Board of Trustees shall be
divided into three  classes.  Within the limits above  specified,  the number of
Trustees  in each  class  shall be  determined  by  resolution  of the  Board of
Trustees.  The term of office of the first class shall expire on the date of the
first  annual  meeting  of  Shareholders  or  special  meeting  in lieu  thereof
following  January 1, 2002.  The term of office of the second class shall expire
on the date of the second annual meeting of  Shareholders  or special meeting in
lieu thereof.  The term of office of the third class shall expire on the date of
the third annual  meeting of  Shareholders  or special  meeting in lieu thereof.
Upon  expiration  of the term of office of each  class as set forth  above,  the
number of Trustees in such class, as determined by the Board of Trustees,  shall
be  elected  for a term  expiring  on the date of the third  annual  meeting  of
Shareholders  or special  meeting in lieu thereof  following such  expiration to
succeed the Trustees whose terms of office expire. The Trustees shall be elected
at an annual  meeting of the  Shareholders  or special  meeting in lieu  thereof
called for that purpose, except as provided in Section 2.3 hereof.

         Each Trustee shall hold office until the earlier of his or her death or
the election and qualification of his or her successor; except that:

         (a) any Trustee may resign his or her trust  (without need for prior or
subsequent  accounting)  by an instrument in writing  signed by that Trustee and
delivered to the Trust,  which shall take effect upon such delivery or upon such
later date as is specified therein;

         (b) any Trustee may be removed at any time,  with or without cause,  by
written instrument signed by at least three-quarters of the Trustees, specifying
the date when such removal shall become effective;

         (c) any Trustee who has attained a mandatory retirement age established
pursuant to any written policy adopted from time to time by at least  two-thirds
of the Trustees shall,  automatically  and without action of such Trustee or the
remaining  Trustees,  be deemed to have retired in accordance  with the terms of
such policy, effective as of the date determined in accordance with such policy;
and

         (d) a Trustee may be removed at any meeting of  Shareholders  by a vote
of  Shares  representing  two-thirds  of the  outstanding  Shares  of the  Trust
entitled to vote for the election of such Trustee.

Upon  the  resignation,  retirement  or  removal  of a  Trustee,  or  his or her
otherwise  ceasing to be a Trustee,  that  individual  shall execute and deliver
such  documents  as the  remaining  Trustees  shall  require  for the purpose of
conveying to the Trust or the remaining  Trustees any Trust Property held in the
name of the resigning, retiring or removed Trustee. Upon the incapacity or death
of any Trustee, that Trustee's legal representative shall execute and deliver on
his or her behalf such  documents as the  remaining  Trustees  shall  require as
provided in the preceding sentence.

         Except to the extent expressly provided in a written agreement to which
the  Trust  is a party  or in a  written  policy  adopted  by the  Trustees,  no
resigning or removed  Trustee shall have any right to any  compensation  for any
period  following his or her resignation or removal,  or any right to damages on
account of such removal.

         Section 2.3.  Resignation and  Appointment of Trustees.  In case of the
declination,  death, resignation,  retirement or removal of any of the Trustees,
or in case a vacancy shall,  by reason of an increase in number of Trustees,  or
for any other reason,  exist, a majority of the remaining Trustees may fill such
vacancy by appointing such other  individual as they in their  discretion  shall
see fit. Any such appointment  shall not become  effective,  however,  until the
person  appointed shall have accepted in writing such  appointment and agreed in
writing to be bound by the terms of the Declaration. An appointment of a Trustee
may be made by the Trustees then in office in anticipation of a vacancy to occur
by reason of retirement,  resignation, removal or increase in number of Trustees
effective at a later date, provided that said appointment shall become effective
only at or after the effective date of said retirement,  resignation, removal or
increase  in number of  Trustees.  The power of  appointment  is  subject to all
applicable provisions of the 1940 Act.

         Section   2.4.   Vacancies.   The  death,   declination,   resignation,
retirement,  removal or incapacity of the  Trustees,  or any of them,  shall not
operate to annul the Trust or to revoke any existing agency created  pursuant to
the terms of the Declaration. Whenever a vacancy in the number of Trustees shall
occur,  until such  vacancy is filled as provided  in Section  2.3, or while any
Trustee is  incapacitated,  the other  Trustees in office,  regardless  of their
number,  shall have all the powers  granted to the Trustees and shall  discharge
all the duties imposed upon the Trustees by the Declaration, and only such other
Trustees  shall be counted for the purposes of the  existence of a quorum or the
taking  of  any  action  to be  taken  by the  Trustees.  A  written  instrument
certifying  the existence of such vacancy or incapacity  signed by a majority of
the Trustees shall be conclusive evidence of the existence thereof.

         Section  2.5.  Delegation  of  Power  to  Other  Trustees.  Subject  to
requirements  imposed by the 1940 Act and other applicable law, any Trustee may,
by power of attorney,  delegate his power for a period not  exceeding six months
at any one time to any other Trustee or Trustees; provided that in no case shall
fewer than two Trustees  personally  exercise the powers granted to the Trustees
under the Declaration except as otherwise expressly provided herein.

                                   ARTICLE III

                               POWERS OF TRUSTEES

         Section 3.1. General. Subject to the provisions of the Declaration, the
Trustees shall have  exclusive and absolute  control over the Trust Property and
over the  business of the Trust to the same extent as if the  Trustees  were the
sole owners of the Trust Property and business in their own right, but with such
powers of delegation as may be permitted by the Declaration.  The Trustees shall
have power to conduct the business of the Trust and carry on its  operations  in
any and all of its  branches  and  maintain  offices both within and without The
Commonwealth  of  Massachusetts,  in any and all states of the United  States of
America,  in  the  District  of  Columbia,  and in any  and  all  commonwealths,
territories,  dependencies, colonies, possessions, agencies or instrumentalities
of the United States of America and of foreign  governments,  and to do all such
other things and execute all such  instruments  as the Trustees deem  necessary,
proper or desirable in order to promote the interests of the Trust although such
things are not herein specifically mentioned. Any determination as to what is in
the  interests  of the  Trust  made by the  Trustees  in  good  faith  shall  be
conclusive.  In construing the provisions of the  Declaration,  the  presumption
shall be in favor of a grant of power to the Trustees.

         The  enumeration of any specific power herein shall not be construed as
limiting the aforesaid power or any other power of the Trustees hereunder.  Such
powers of the Trustees may be exercised without order of or resort to any court.

         Section 3.2.  Investments.  (a) The Trustees shall have the power:

(i) to conduct, operate and carry on the business of an investment company;

         (ii) to subscribe for,  invest in,  reinvest in,  purchase or otherwise
acquire, own, hold, pledge, sell, assign, transfer,  exchange,  distribute, lend
or otherwise deal in or dispose of securities of every nature and kind, U.S. and
foreign  currencies,  any  form of  gold  or  other  precious  metal,  commodity
contracts, any form of option contract,  contracts for the future acquisition or
delivery of fixed income or other  securities,  derivative  instruments of every
kind,  "when-issued"  or  standby  contracts,  and all types of  obligations  or
financial  instruments,  including,  without  limitation,  all  types of  bonds,
debentures,  stocks,  negotiable  or  non-negotiable  instruments,  obligations,
evidences of indebtedness,  certificates of deposit or indebtedness,  commercial
paper, repurchase agreements,  bankers' acceptances, and other securities of any
kind,  issued,  created,  guaranteed  or  sponsored  by  any  and  all  Persons,
including, without limitation,

(A) states, territories and possessions of the United States and the District of
Columbia and any political  subdivision,  agency or  instrumentality of any such
Person,

(B) the U.S. Government, any foreign government, or any political subdivision or
any agency or instrumentality of the U.S. Government or any foreign government,

         (C)      any international instrumentality,

         (D)      any bank or savings institution, or

         (E) any  corporation or  organization  organized  under the laws of the
United  States or of any state,  territory or possession  thereof,  or under any
foreign law;

to retain Trust  assets in cash and from time to time to change the  investments
in which  the  assets of the Trust are  invested;  and to  exercise  any and all
rights, powers and privileges of ownership or interest in respect of any and all
such investments of every kind and description,  including,  without limitation,
the right to consent  and  otherwise  act with  respect  thereto,  with power to
designate  one or more  Persons  to  exercise  any of said  rights,  powers  and
privileges in respect of any of said investments; and

         (iii) to carry on any other  business in connection  with or incidental
to any of the foregoing powers, to do everything necessary,  proper or desirable
for the  accomplishment  of any purpose or the  attainment  of any object or the
furtherance of any power  hereinbefore  set forth,  and to do every other act or
thing  incidental or appurtenant  to or connected  with the aforesaid  purposes,
objects or powers.

         (b) The Trustees  shall not be limited to investing  in  securities  or
obligations maturing before the possible termination of the Trust, nor shall the
Trustees be limited by any law  limiting  the  investments  which may be made by
fiduciaries.

         (c)  Notwithstanding  any other  provision  of the  Declaration  to the
contrary,  the  Trustees  shall have the power in their  discretion  without any
requirement of approval by Shareholders to either invest all or a portion of the
Trust  Property,  or sell all or a portion of such Trust Property and invest the
proceeds of such sales, in one or more other investment  companies to the extent
not prohibited by the 1940 Act.

         Section 3.3.  Legal Title.  Legal title to all Trust  Property shall be
vested in the  Trustees as joint  tenants  except that the  Trustees  shall have
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees,  or in the name of the Trust, or in the name of any
other Person or nominee, on such terms as the Trustees may determine. The right,
title  and  interest  of  the  Trustees  in  the  Trust   Property   shall  vest
automatically  in each  person  who may  hereafter  become a  Trustee.  Upon the
resignation,  retirement,  removal or death of a  Trustee,  such  Trustee  shall
automatically  cease to have any right,  title or  interest  in any of the Trust
Property,  and the  right,  title  and  interest  of such  Trustee  in the Trust
Property shall vest  automatically in the remaining  Trustees.  Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.

         Section 3.4. Issuance and Repurchase of Securities.  The Trustees shall
have the power to issue, sell,  repurchase,  redeem,  retire,  cancel,  acquire,
hold, resell,  reissue,  dispose of, transfer, and otherwise deal in Shares and,
subject to the provisions set forth in Articles VII and VIII hereof, to apply to
any such  repurchase,  redemption,  retirement,  cancellation  or acquisition of
Shares  any funds of the  Trust or other  Trust  Property,  whether  capital  or
surplus or otherwise.

         Section 3.5.  Borrowing  Money;  Lending Trust  Property.  The Trustees
shall have power to borrow  money or otherwise  obtain  credit and to secure the
same by  mortgaging,  pledging or  otherwise  subjecting  as security  the Trust
Property, to endorse, guarantee, or undertake the performance of any obligation,
contract or engagement of any other Person and to lend Trust Property.

         Section 3.6. Delegation. The Trustees shall have power to delegate from
time to time to such of their number or to officers,  employees,  any Investment
Adviser,  Distributor,  custodian,  agent or independent contractor of the Trust
the doing of such things and the  execution  of such  instruments  either in the
name of the Trust or the names of the  Trustees or otherwise as the Trustees may
deem appropriate or expedient.

         Section 3.7.  Collection and Payment.  The Trustees shall have power to
collect  all  property  due to the Trust;  to pay all claims,  including  taxes,
against the Trust  Property;  to  prosecute,  defend,  compromise or abandon any
claims  relating to the Trust  Property;  to  foreclose  any  security  interest
securing any obligations,  by virtue of which any property is owed to the Trust;
and to enter into releases, agreements and other instruments.

         Section 3.8.  Expenses.  The Trustees shall have the power to incur and
pay  any  expenses  which  in the  opinion  of the  Trustees  are  necessary  or
incidental  to carry  out any of the  purposes  of the  Declaration,  and to pay
reasonable  compensation  from the funds of the Trust to themselves as Trustees.
The Trustees shall fix the compensation of all officers, employees, Trustees and
Trustees Emeritus.

         Section 3.9. Manner of Acting;  By-Laws.  Except as otherwise  provided
herein,  in the  1940  Act or in the  By-Laws,  any  action  to be  taken by the
Trustees  may be taken by a  majority  of the  Trustees  present at a meeting of
Trustees at which a quorum is present,  including any meeting held by means of a
conference  telephone  circuit or similar  communications  equipment by means of
which all  persons  participating  in the  meeting  can hear each  other,  or by
written  consents of two-thirds of the Trustees.  The Trustees may adopt By-Laws
not inconsistent with the Declaration to provide for the conduct of the business
of the Trust  and may  amend or repeal  such  By-Laws  to the  extent  permitted
therein at any time.

Section 3.10. Miscellaneous Powers. Without limiting the foregoing, the Trustees
shall have the power to:

(a) employ or contract with such Persons as the Trustees may deem  desirable for
the transaction of the business of the
Trust;

(b) enter  into  joint  ventures,  partnerships  and any other  combinations  or
associations;

         (c) elect and remove  such  officers  and appoint  and  terminate  such
agents or employees as they consider  appropriate,  in each case with or without
cause,  and appoint and terminate any one or more committees  which may exercise
some or all of the power and  authority  of the  Trustees  as the  Trustees  may
determine;

         (d) purchase, and pay for out of Trust Property, such insurance as they
may deem necessary or appropriate  for the conduct of the business of the Trust,
including,  without  limitation,  insurance  policies insuring the assets of the
Trust and payment of distributions  and principal on its portfolio  investments,
and insurance  policies  insuring  Shareholders,  any  administrator,  Trustees,
Trustees Emeritus,  officers,  employees,  agents, any Investment  Adviser,  any
Distributor,  selected  dealers or independent  contractors of the Trust against
all claims  arising by reason of holding  any such  position or by reason of any
action  taken or omitted  by any such  Person in such  capacity,  whether or not
constituting  negligence,  or whether  or not the Trust  would have the power to
indemnify such Person against such liability;

         (e)  establish  pension,   profit-sharing,   Share  purchase,  deferred
compensation,  and  other  retirement,  incentive  and  benefit  plans  for  any
Trustees, officers, employees or agents of the Trust;

         (f) to the extent permitted by law,  indemnify any person with whom the
Trust has dealings, including any Investment Adviser, administrator,  custodian,
Distributor, Transfer Agent, shareholder servicing agent and any dealer, to such
extent as the Trustees shall determine;

         (g)      guarantee indebtedness or contractual obligations of others;

(h)  determine  and change the fiscal  year of the Trust and the method by which
its accounts shall be kept; and

         (i) adopt a seal for the Trust,  provided that the absence of such seal
shall not impair the validity of any instrument executed on behalf of the Trust.

                                   ARTICLE IV

          INVESTMENT ADVISER, DISTRIBUTOR, CUSTODIAN AND TRANSFER AGENT

         Section 4.1. Investment Adviser.  Subject to applicable requirements of
the 1940 Act, the Trustees may in their  discretion from time to time enter into
one or more investment advisory or management  contracts whereby the other party
to each such  contract  shall  undertake  to furnish the Trust such  management,
investment   advisory,   statistical  and  research   facilities  and  services,
promotional  activities,  and such other facilities and services, if any, as the
Trustees shall from time to time consider  desirable and all upon such terms and
conditions as the Trustees may in their  discretion  determine.  Notwithstanding
any provision of the  Declaration,  the Trustees may delegate to the  Investment
Adviser  authority  (subject  to such  general or specific  instructions  as the
Trustees  may from  time to time  adopt) to effect  purchases,  sales,  loans or
exchanges of assets of the Trust on behalf of the Trustees or may  authorize any
officer, employee or Trustee to effect such purchases, sales, loans or exchanges
pursuant to  recommendations  of the Investment Adviser (and all without further
action by the Trustees). Any of such purchases,  sales, loans or exchanges shall
be deemed to have been  authorized  by all the  Trustees.  Such  services may be
provided by one or more Persons.

         Section 4.2.  Distributor.  Subject to applicable  requirements  of the
1940 Act, the Trustees may in their  discretion from time to time enter into one
or more exclusive or non-exclusive distribution contracts providing for the sale
of Shares,  whereby  the Trust may either  agree to sell the Shares to the other
party to any such  contract  or appoint any such other party its sales agent for
such  Shares.  In either  case,  any such  contract  shall be on such  terms and
conditions as the Trustees may in their discretion determine, provided that such
terms and conditions are not inconsistent with the provisions of the Declaration
or the By-Laws; and such contract may also provide for the repurchase or sale of
Shares by such other party as principal or as agent of the Trust and may provide
that such  other  party may enter  into  selected  dealer  agreements  or agency
agreements  with  securities  dealers or other Persons to further the purpose of
the  distribution or repurchase of the Shares.  Such services may be provided by
one or more Persons.

         Section 4.3. Custodian.  The Trustees may in their discretion from time
to time enter into one or more  contracts  whereby  the other party to each such
contract  shall  undertake to furnish such custody  services to the Trust as the
Trustees shall from time to time consider  desirable and all upon such terms and
conditions as the Trustees may in their discretion determine, provided that such
terms and conditions are not  inconsistent  with the provisions of the 1940 Act,
the  Declaration  or the By-Laws.  The Trustees may  authorize  any custodian to
employ  one or more  sub-custodians  from  time to time to  perform  such of the
services  of the  custodian  as the  Trustees  shall from time to time  consider
desirable.  Services  described  in this  Section may be provided by one or more
Persons.

         Section 4.4.  Transfer Agent. The Trustees may in their discretion from
time to time enter into one or more transfer agency or  sub-transfer  agency and
shareholder  servicing  contracts  whereby the other party to each such contract
shall undertake to furnish such transfer agency and/or  shareholder  services to
the Trust as the Trustees  shall from time to time  consider  desirable  and all
upon  such  terms  and  conditions  as  the  Trustees  may in  their  discretion
determine, provided that such terms and conditions are not inconsistent with the
provisions of the  Declaration or the By-Laws.  Such services may be provided by
one or more Persons.

         Section  4.5.  Parties  to  Contract.  Any  contract  of the  character
described in any Section of this Article IV may be entered into with any Person,
although one or more of the Trustees or officers of the Trust may be an officer,
partner, director,  trustee,  shareholder,  or member of such other party to the
contract,  and no such contract  shall be  invalidated  or rendered  voidable by
reason of the existence of any such  relationship;  nor shall any Person holding
such  relationship be liable merely by reason of such  relationship for any loss
or expense to the Trust under or by reason of any such  contract or  accountable
for any profit  realized  directly or  indirectly  therefrom,  provided that the
contract  when entered into was not  inconsistent  with the  provisions  of this
Article IV or the  By-Laws.  The same Person may be the other party to contracts
entered  into  pursuant  to  Sections  4.1,  4.2,  4.3  and 4.4  above,  and any
individual may be financially  interested or otherwise  affiliated  with Persons
who are parties to any or all of the contracts mentioned in this Section 4.5.

                                    ARTICLE V

                    LIMITATIONS OF LIABILITY OF SHAREHOLDERS,

                               TRUSTEES AND OTHERS

         Section 5.1. No Personal  Liability of Shareholders.  No Shareholder or
former Shareholder shall be subject to any personal liability  whatsoever to any
Person in connection with Trust Property or the acts,  obligations or affairs of
the Trust  solely by reason  of being or having  been a  Shareholder.  The Trust
shall indemnify and hold each Shareholder and former  Shareholder  harmless from
and  against all claims and  liabilities  to which such  Shareholder  may become
subject solely by reason of his or her being or having been a Shareholder (other
than  taxes  payable  by virtue  of owning  Shares),  and shall  reimburse  such
Shareholder  for all legal  and other  expenses  reasonably  incurred  by him in
connection  with  any  such  claim  or  liability.  The  rights  accruing  to  a
Shareholder or former  Shareholder  under this Section 5.1 shall not exclude any
other  right to which  such  Shareholder  may be  lawfully  entitled,  nor shall
anything  herein  contained  restrict  the  right of the Trust to  indemnify  or
reimburse a Shareholder or former Shareholder in any appropriate  situation even
though not  specifically  provided  herein.  The Trust shall,  upon request by a
Shareholder or former Shareholder,  assume the defense of any claim made against
such Shareholder for any act or obligation of the Trust and satisfy any judgment
thereon from the assets of the Trust.

         Section 5.2.  Limitation  of  Liability of Trustees and Others.  (a) No
Trustee,  Trustee  Emeritus,  officer,  employee  or agent of the Trust shall be
subject  to any  liability  whatsoever  to any Person in  connection  with Trust
Property or the affairs of the Trust,  and no Trustee or Trustee  Emeritus shall
be  responsible  or liable in any event for any  neglect  or  wrongdoing  of any
officer,  employee or agent of the Trust or for the act of omission of any other
Trustee or Trustee  Emeritus.  Notwithstanding  anything to the contrary in this
Section  5.2(a) or  otherwise,  nothing in the  Declaration  shall  protect  any
Trustee, Trustee Emeritus,  officer,  employee or agent of the Trust against any
liability  to the  Trust  or its  Shareholders  to  which  he,  she or it  would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence or reckless  disregard of the duties  involved in the conduct of his,
her or its office or position with or on behalf of the Trust.

         (b) All persons  extending credit to,  contracting with or having claim
against the Trust shall look solely to the assets of the Trust for payment under
such credit, contract or claim; and neither any Trustee or Trustee Emeritus, nor
any of the Trust's  officers,  employees  or agents,  whether  past,  present or
future, shall be personally liable therefor.

Section  5.3.  Mandatory  Indemnification.  (a)  Subject to the  exceptions  and
limitations contained in paragraph (b) below:

         (i) every  person who is or has been a  Trustee,  Trustee  Emeritus  or
officer of the Trust  (hereinafter  referred to as a "Covered  Person") shall be
indemnified  by the  Trust  against  all  liability  and  against  all  expenses
reasonably incurred or paid by him or her in connection with any claim,  action,
suit or  proceeding  in which that  individual  becomes  involved  as a party or
otherwise  by virtue of being or having  been a  Trustee,  Trustee  Emeritus  or
officer  and  against  amounts  paid  or  incurred  by  that  individual  in the
settlement thereof;

         (ii) the words "claim," "action," "suit" or "proceeding" shall apply to
all claims,  actions, suits or proceedings (civil,  criminal,  administrative or
other, including appeals),  actual or threatened;  and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs, judgments,
amounts  paid  in  settlement  or   compromise,   fines,   penalties  and  other
liabilities.

(b) No indemnification shall be provided hereunder to a Covered Person:

         (i) against any liability to the Trust or the Shareholders by reason of
a final  adjudication by the court or other body before which the proceeding was
brought that the Covered Person engaged in willful misfeasance, bad faith, gross
negligence or reckless  disregard of the duties  involved in the conduct of that
individual's office;

         (ii) with  respect to any matter as to which the Covered  Person  shall
have been finally  adjudicated not to have acted in good faith in the reasonable
belief that that individual's action was in the best interest of the Trust; or

         (iii) in the event of a  settlement  involving  a payment by a Trustee,
Trustee  Emeritus  or  officer  or  other  disposition  not  involving  a  final
adjudication  as provided in paragraph  (b)(i) or (b)(ii)  above  resulting in a
payment by a Covered Person,  unless there has been either a determination  that
such  Covered  Person did not engage in willful  misfeasance,  bad faith,  gross
negligence or reckless  disregard of the duties  involved in the conduct of that
individual's office by the court or other body approving the settlement or other
disposition  or by a  reasonable  determination,  based upon a review of readily
available facts (as opposed to a full  trial-type  inquiry) that that individual
did not engage in such conduct:

                  (A) by vote of a majority of the  Disinterested  Trustees  (as
defined  below)  acting  on  the  matter   (provided  that  a  majority  of  the
Disinterested Trustees then in office act on the matter); or

                  (B) by written opinion of (i) the  then-current  legal counsel
to the Trustees who are not Interested  Persons of the Trust or (ii) other legal
counsel chosen by a majority of the  Disinterested  Trustees (or if there are no
Disinterested  Trustees with respect to the matter in question, by a majority of
the Trustees who are not Interested Persons of the Trust) and determined by them
in their reasonable judgment to be independent.

         (c) The  rights  of  indemnification  herein  provided  may be  insured
against by  policies  maintained  by the Trust,  shall be  severable,  shall not
affect any other  rights to which any  Covered  Person may now or  hereafter  be
entitled,  shall  continue as to a person who has ceased to be a Covered  Person
and shall inure to the benefit of the heirs,  executors  and  administrators  of
such person.  Nothing  contained herein shall limit the Trust from entering into
other insurance  arrangements or affect any rights to  indemnification  to which
Trust  personnel,  including  Covered  Persons,  may be  entitled by contract or
otherwise under law.

         (d) Expenses of preparation and presentation of a defense to any claim,
action,  suit, or proceeding of the character described in paragraph (a) of this
Section 5.3 shall be advanced  by the Trust prior to final  disposition  thereof
upon receipt of an  undertaking  by or on behalf of the Covered  Person to repay
such  amount  if it is  ultimately  determined  that the  Covered  Person is not
entitled to indemnification under this Section 5.3, provided that either:

         (i)  such  undertaking  is  secured  by a  surety  bond or  some  other
appropriate security or the Trust shall be insured against losses arising out of
any such advances; or

         (ii) a  majority  of the  Disinterested  Trustees  acting on the matter
(provided  that a majority of the  Disinterested  Trustees then in office act on
the matter) or legal counsel meeting the  requirement in Section  5.3(b)(iii)(B)
above in a written  opinion,  shall  determine,  based  upon a review of readily
available facts (as opposed to a full trial-type inquiry),  that there is reason
to  believe  that  the  Covered  Person  ultimately  will be found  entitled  to
indemnification.

         As used in this Section 5.3 a "Disinterested Trustee" is one (i) who is
not an "Interested  Person" of the Trust (including anyone who has been exempted
from  being an  "Interested  Person"  by any  rule,  regulation  or order of the
Commission),  and  (ii)  against  whom  none of such  actions,  suits  or  other
proceedings or another action,  suit or other  proceeding on the same or similar
grounds is then or had been pending.

         (e) With respect to any such  determination  or opinion  referred to in
clause (b)(iii) above or clause (d)(ii) above, a rebuttable presumption shall be
afforded  that the Covered  Person has not engaged in willful  misfeasance,  bad
faith,  gross  negligence  or reckless  disregard of the duties  involved in the
conduct of such Covered Person's office in accordance with pronouncements of the
Commission.

          Section 5.4. No Bond Required. No Trustee, Trustee Emeritus or officer
          shall  be  obligated  to give  any  bond  or  other  security  for the
          performance of any of his or her duties hereunder.

         Section 5.5. No Duty of Investigation;  Notice in Trust Instruments. No
purchaser,  lender,  shareholder servicing agent, Transfer Agent or other Person
dealing with the  Trustees or any officer,  employee or agent of the Trust shall
be  bound  to make  any  inquiry  concerning  the  validity  of any  transaction
purporting to be made by the Trustees or by said  officer,  employee or agent or
be liable for the application of money or property paid, loaned, or delivered to
or on the order of the  Trustees or of said  officer,  employee or agent.  Every
obligation,  contract,  instrument,  certificate,  Share,  other security of the
Trust or  undertaking,  and every  other  act or thing  whatsoever  executed  in
connection with the Trust shall be  conclusively  presumed to have been executed
or done by the executors  thereof only in their  capacity as Trustees  under the
Declaration or in their capacity as officers,  employees or agents of the Trust.
Every  written  obligation,  contract,  instrument,  certificate,  Share,  other
security of the Trust or undertaking  made or issued by the Trustees or officers
shall recite that the same is executed or made by them not individually,  but as
or on behalf of Trustees under the Declaration,  and that the obligations of any
such  instrument  are  not  binding  upon  any  of  the  Trustees,  officers  or
Shareholders  individually,  but bind only the Trust estate, and may contain any
further recital deemed  appropriate,  but the omission of such recital shall not
operate to bind any of the Trustees, officers or Shareholders individually.  The
Trustees  may  maintain  insurance  for the  protection  of the Trust  Property,
Shareholders,  Trustees,  Trustees Emeritus,  officers,  employees and agents in
such  amount  as the  Trustees  shall  deem  adequate  to  cover  possible  tort
liability, and such other insurance as the Trustees in their sole judgment shall
deem advisable.

         Section 5.6.  Good Faith Action;  Reliance on Experts.  The exercise by
the  Trustees  or the  officers  of the Trust of their  powers  and  discretions
hereunder in good faith and with  reasonable care under the  circumstances  then
prevailing  shall be binding  upon  everyone  interested.  The  Trustees  or the
officers  of the Trust shall not be liable for errors of judgment or mistakes of
fact or law.  Each  Trustee and officer or employee of the Trust  shall,  in the
performance of his or her duties, be under no liability and fully and completely
justified and  protected  with regard to any act or any failure to act resulting
from  reliance  in good faith upon the books of account or other  records of the
Trust,  upon advice of counsel,  or upon reports made to the Trust by any of its
officers or employees or by the Investment  Adviser,  the Distributor,  Transfer
Agent,   custodian,   any  shareholder   servicing  agent,   selected   dealers,
accountants, appraisers or other experts or consultants selected with reasonable
care by the Trustees,  officers or employees of the Trust, regardless of whether
such counsel or expert may also be a Trustee.

         Section 5.7. Derivative Actions. No Shareholder shall have the right to
bring or maintain any court  action,  proceeding or claim on behalf of the Trust
without first making demand on the Trustees  requesting the Trustees to bring or
maintain  such action,  proceeding  or claim.  Such demand shall be excused only
when the plaintiff makes a specific showing that irreparable injury to the Trust
would otherwise result, or if a majority of the Board of Trustees, or a majority
of any  committee  established  to  consider  the merits of such  action,  has a
material personal financial interest in the action at issue. A Trustee shall not
be deemed to have a personal  financial  interest in an action or  otherwise  be
disqualified from ruling on a Shareholder demand by virtue of the fact that such
Trustee receives  remuneration  from his or her service on the Board of Trustees
of the Trust or on the boards of one or more investment  companies with the same
or an  affiliated  investment  adviser  or  underwriter,  or the  amount of such
remuneration.

         Such demand  shall be mailed to the  Secretary or Clerk of the Trust at
the Trust's principal office and shall set forth in reasonable detail the nature
of the proposed court action, proceeding or claim and the essential facts relied
upon by the  Shareholder  to support the  allegations  made in the  demand.  The
Trustees  shall consider such demand within 45 days of its receipt by the Trust.
In their  sole  discretion,  the  Trustees  may  submit  the matter to a vote of
Shareholders  of the Trust,  as  appropriate.  Any  decision by the  Trustees to
bring,  maintain  or settle (or not to bring,  maintain  or  settle)  such court
action,  proceeding or claim, or to submit the matter to a vote of Shareholders,
shall be made by the  Trustees in their  business  judgment and shall be binding
upon the Shareholders. Any decision by the Trustees to bring or maintain a court
action,  proceeding or suit on behalf of the Trust shall be subject to the right
of the  Shareholders  under Section 6.8 of the Declaration to vote on whether or
not such court  action,  proceeding  or suit  should or should not be brought or
maintained.

                                   ARTICLE VI

                          SHARES OF BENEFICIAL INTEREST

         Section 6.1.  Beneficial  Interest.  The interest of the  beneficiaries
hereunder  may be  divided  into  transferable  Shares  of  Beneficial  Interest
(without par value). The number of Shares authorized hereunder is unlimited. All
Shares  issued  hereunder  including,  without  limitation,   Shares  issued  in
connection  with a dividend in Shares or a split of Shares,  shall be fully paid
and non-assessable.

         Section  6.2.  Rights  of  Shareholders.  The  ownership  of the  Trust
Property of every description and the right to conduct any business hereinbefore
described are vested  exclusively in the Trustees,  and the  Shareholders  shall
have no interest therein other than the beneficial  interest  conferred by their
Shares,  and they shall have no right to call for any  partition  or division of
any property,  profits,  rights or interests of the Trust nor can they be called
upon to assume  any losses of the Trust or suffer an  assessment  of any kind by
virtue of their  ownership  of Shares.  The Shares  shall be  personal  property
giving only the rights  specifically  set forth in the  Declaration.  The Shares
shall not entitle the holder to preference, preemptive, appraisal, conversion or
exchange  rights.  By  becoming a  Shareholder  each  Shareholder  shall be held
expressly to have  assented to and agreed to be bound by the  provisions  of the
Declaration.

         Section 6.3.  Trust Only. It is the intention of the Trustees to create
only the  relationship of Trustee and beneficiary  between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a  general   partnership,   limited   partnership,   joint  stock   association,
corporation,  bailment  or any form of legal  relationship  other  than a trust.
Nothing in the Declaration shall be construed to make the  Shareholders,  either
by  themselves  or with the  Trustees,  partners  or  members  of a joint  stock
association.

         Section 6.4. Issuance of Shares. The Trustees, in their discretion may,
from time to time without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the treasury,  to such
party or parties and for such amount and type of  consideration,  including cash
or property,  at such time or times,  and on such terms as the Trustees may deem
best, and may in such manner acquire other assets  (including the acquisition of
assets subject to, and in connection  with, the assumption of  liabilities)  and
businesses.  In connection  with any issuance of Shares,  the Trustees may issue
fractional  Shares.  The  Trustees  may from time to time  divide or combine the
Shares  into  a  greater  or  lesser  number  without  thereby   changing  their
proportionate beneficial interests in Trust Property. Contributions to the Trust
may be  accepted  for whole  Shares  and/or  1/1,000ths  of a Share or  integral
multiples thereof.

         Section 6.5.  Register of Shares. A register or registers shall be kept
at the principal office of the Trust or at an office of the Transfer Agent which
shall  contain the names and addresses  (which may be addresses  for  electronic
delivery) of the Shareholders and the number of Shares held by them respectively
and a record of all transfers  thereof.  Such register shall be conclusive as to
who are the holders of the Shares and who shall be entitled to receive dividends
or  distributions  or otherwise to exercise or enjoy the rights of Shareholders.
No  Shareholder  shall  be  entitled  to  receive  payment  of any  dividend  or
distribution, nor to have notice given to that Shareholder as provided herein or
in the  By-Laws,  until the  Shareholder  has given  his or her  address  to the
Transfer  Agent or such other officer or agent of the Trustees as shall keep the
said  register  for  entry  thereon.  The  Trustees,  in their  discretion,  may
authorize the issuance of Share  certificates and promulgate  appropriate  rules
and regulations as to their use.

         Section 6.6.  Transfer of Shares.  Shares shall be  transferable on the
records of the Trust only by the record holder thereof or by the record holder's
agent  thereunto  authorized  in writing,  upon  delivery to the Trustees or, if
there is a Transfer  Agent with respect to such Shares,  the Transfer Agent of a
duly  executed   instrument  of  transfer   together  with  any  certificate  or
certificates (if issued) for such Shares and such evidence of the genuineness of
each such execution and  authorization and of other matters as may reasonably be
required.  Upon such delivery the transfer  shall be recorded on the register of
the Trust.  Until such record is made, the Shareholder of record shall be deemed
to be the holder of such  Shares for all  purposes  hereunder  and  neither  the
Trustees nor any Transfer Agent or registrar nor any officer,  employee or agent
of the Trust shall be affected by any notice of the proposed transfer.

         Any Person becoming entitled to any Shares in consequence of the death,
bankruptcy,  or  incompetence of any  Shareholder,  or otherwise by operation of
law,  shall be recorded  on the  register of Shares as the holder of such Shares
upon production of the proper  evidence  thereof to the Trustees or the Transfer
Agent;  but until such record is made, the Shareholder of record shall be deemed
to be the holder of such  Shares for all  purposes  hereunder  and  neither  the
Trustees  nor any Transfer  Agent or  registrar  nor any officer or agent of the
Trust shall be affected by any notice of such death, bankruptcy or incompetence,
or other operation of law.

         Section 6.7. Notices.  Any and all notices to which any Shareholder may
be entitled and any and all communications  shall be deemed duly served or given
(i) if mailed,  postage  prepaid,  addressed to any Shareholder of record at the
Shareholder's  last known address as recorded on the register of the Trust, (ii)
if  sent  by  electronic  transmission  to  the  Shareholder  of  record  at the
Shareholder's  last known  address  for  electronic  delivery as recorded on the
register of the Trust, (iii) if mailed or sent by electronic  delivery to one or
more members of the Shareholder's household in accordance with applicable law or
regulation,  or (iv) if otherwise  sent in  accordance  with  applicable  law or
regulation.

         Section 6.8. Voting Powers.  The Shareholders  shall have power to vote
only  (i) for  the  election  of  Trustees  when  that  issue  is  submitted  to
Shareholders, and for the removal of Trustees as provided in Section 2.2 hereof,
(ii) with respect to any investment  advisory or management  contract on which a
shareholder  vote is required by the 1940 Act, (iii) with respect to termination
of the Trust to the extent and as  provided  in Section  8.2  hereof,  (iv) with
respect to any  amendment  of the  Declaration  to the extent and as provided in
Section 8.3 hereof,  (v) with respect to any merger,  consolidation,  or sale of
assets to the extent and as provided in Sections  8.4 and 8.7 hereof,  (vi) with
respect to any  conversion  of the Trust to an "open-end  company" to the extent
and as  provided  in  Section  8.6  hereof,  (vii)  to the  same  extent  as the
stockholders  of a  Massachusetts  business  corporation  as to whether or not a
court action,  proceeding or claim should or should not be brought or maintained
derivatively  or as a class  action on behalf of the Trust or the  Shareholders,
and (viii) with respect to such additional  matters relating to the Trust as may
be required by the  Declaration,  the By-Laws,  or any registration of the Trust
with the  Commission  (or any successor  agency) or any other  regulator  having
jurisdiction  over the Trust,  or as the  Trustees  may  consider  necessary  or
desirable.

         A  Shareholder  shall be  entitled  to one vote for each Share owned by
such  Shareholder  on each matter on which such  Shareholder is entitled to vote
and each fractional Share shall be entitled to a proportionate  fractional vote.
Shares held in the treasury of the Trust shall not be voted.

         Except  when a larger  vote is  required  by  applicable  law or by any
provision of the  Declaration  or the By-Laws,  if any,  Shares  representing  a
majority of the Shares  voted in person or by proxy shall  decide any  questions
and a plurality  shall elect a Trustee,  provided  that  abstentions  and broker
non-votes  shall not be  counted  as votes  cast but shall be  counted  as being
present for purposes of determining the existence of a quorum.

         There shall be no cumulative voting in the election of Trustees.  Until
Shares are issued and  during  any period  when no Shares are  outstanding,  the
Trustees  may  exercise  all  rights  of  Shareholders  and may take any  action
required by law, the Declaration or the By-Laws to be taken by Shareholders. The
By-Laws may include further  provisions for  Shareholder  votes and meetings and
related matters.

                                   ARTICLE VII

                        DETERMINATION OF NET ASSET VALUE,

                          NET INCOME AND DISTRIBUTIONS

         The Trustees, in their absolute discretion, may prescribe and shall set
forth in the By-Laws or in a duly adopted  vote of the  Trustees  such bases and
times for determining the per Share net asset value of the Shares or net income,
or the declaration and payment of dividends and distributions,  as they may deem
necessary or desirable.

                                  ARTICLE VIII

                         DURATION; TERMINATION OF TRUST;

                            AMENDMENT; MERGERS, ETC.

          Section 8.1. Duration.  The Trust shall continue without limitation of
          time but subject to the provisions of this Article

VIII.

          Section 8.2.  Termination of Trust. (a) The Trust may be terminated at
          any time (i) by the affirmative vote of the holders

          of not less than two-thirds of the Shares  outstanding and entitled to
          vote at any  meeting  of  Shareholders,  or (ii)  by the  Trustees  by
          written notice to the Shareholders. Upon the termination of the Trust:

          (i) The Trust  shall  carry on no  business  except for the purpose of
          winding up its affairs;

         (ii) The Trustees shall proceed to wind up the affairs of the Trust and
all the powers of the Trustees  under the  Declaration  shall continue until the
affairs of the Trust shall have been wound up, including the power to fulfill or
discharge the contracts of the Trust, collect its assets, sell, convey,  assign,
exchange,  transfer  or  otherwise  dispose of all or any part of the  remaining
Trust   Property  to  one  or  more  Persons  at  public  or  private  sale  for
consideration which may consist in whole or in part of cash, securities or other
property of any kind, discharge or pay its liabilities, and to do all other acts
appropriate to liquidate its business; and

         (iii)  After  paying or  adequately  providing  for the  payment of all
liabilities,  and upon  receipt  of such  releases,  indemnities  and  refunding
agreements  as they  deem  necessary  for their  protection,  the  Trustees  may
distribute the remaining  Trust  Property,  in cash or in kind or partly in cash
and  partly in kind,  among the  Shareholders  of the Trust  according  to their
respective rights.

         (b) After termination of the Trust and distribution to the Shareholders
of the Trust as herein  provided,  a majority of the Trustees  shall execute and
lodge among the records of the Trust an instrument in writing  setting forth the
fact of such  termination,  and the Trustees shall  thereupon be discharged from
all further  liabilities and duties hereunder with respect to the Trust, and the
rights and interests of all Shareholders of the Trust shall thereupon cease.

         Section 8.3. Amendment Procedure.  (a) Except as specifically  provided
herein,  the Trustees  may,  without any  Shareholder  vote,  amend or otherwise
supplement  the  Declaration  by making an  amendment,  a  Declaration  of Trust
supplemental hereto or an amended and restated Declaration. Without limiting the
foregoing  power  reserved  to the  Trustees,  the  Trustees  may,  without  any
Shareholder  vote,  amend the Declaration to change the name or principal office
of the Trust,  to supply  any  omission,  to cure,  correct  or  supplement  any
ambiguous,  defective  or  inconsistent  provision  hereof,  or if they  deem it
necessary  or  advisable,  to conform the  Declaration  to the  requirements  of
applicable law, including the 1940 Act and the Internal Revenue Code of 1986, as
amended, but the Trustees shall not be liable for failing to do so. Shareholders
shall have the right to vote on (i) any amendment  that would affect their right
to vote granted in Section  6.8;  (ii) any  amendment to Section  8.3(a) or (b);
(iii) any  amendment  as may be required  by law or by the Trust's  registration
statement to be approved by  Shareholders;  and (iv) any amendment  submitted to
them by the  Trustees.  Except as  otherwise  provided  in Section  8.3(c),  any
amendment on which  Shareholders have the right to vote shall require a Majority
Shareholder  Vote of the  Shareholders  of the Trust,  or the  written  consent,
without  a  meeting,  of the  holders  of  Shares  representing  not less than a
majority of the voting power of the Shares of the Trust.

         (b) Nothing  contained in the Declaration shall permit the amendment of
the  Declaration  to  impair  the  exemption  from  personal  liability  of  the
Shareholders,  former  Shareholders,   Trustees,  Trustees  Emeritus,  officers,
employees and agents of the Trust or to permit  assessments upon Shareholders or
former  Shareholders.  Notwithstanding  anything  else herein,  any amendment to
Section 5.3 shall not limit the rights to  indemnification or insurance provided
therein  with   respect  to  actions  or   omissions  of  persons   entitled  to
indemnification under such Section prior to such amendment.

         (c) No amendment may be made which shall amend, alter, change or repeal
any of the provisions of Section 2.2, Section 8.2, this Section 8.3(c),  Section
8.4, Section 8.6 and Section 8.7 unless the amendment  effecting such amendment,
alteration,  change or repeal shall receive the  affirmative  vote or consent of
sixty-six  and  two-thirds  percent  (66  2/3%) of the  Shares  outstanding  and
entitled to vote. Such  affirmative  vote or consent shall be in addition to the
vote or consent of the  holders of Shares  otherwise  required  by law or by the
terms of any  class or series  of  preferred  stock,  whether  now or  hereafter
authorized,  or any  agreement  between  the Trust and any  national  securities
exchange.

         (d) A certificate signed by a majority of the Trustees setting forth an
amendment  and  reciting  that  it was  duly  adopted  by the  Shareholders  (if
applicable)  or by the Trustees as aforesaid  or a copy of the  Declaration,  as
amended,  and  executed  by a  majority  of the  Trustees,  shall be  conclusive
evidence of such amendment when lodged among the records of the Trust.

         Section  8.4.  Merger,  Consolidation  and Sale of  Assets.  Subject to
applicable law and except as otherwise provided in Section 8.5 hereof, the Trust
may merge or consolidate with any other corporation, association, trust or other
organization  or may sell,  lease or exchange  all or  substantially  all of the
Trust Property  including its good will,  upon such terms and conditions and for
such  consideration  when and as authorized  (a) at any meeting of  Shareholders
called for the purpose by the  affirmative  vote of the holders of not less than
two-thirds of the Shares outstanding and entitled to vote, or (b) by the written
consent,  without a meeting,  of the holders of not less than two-thirds of such
Shares, provided,  however, that if such merger,  consolidation,  sale, lease or
exchange is  recommended  by the  Trustees,  the vote or written  consent of the
holders of a majority  of Shares  outstanding  and  entitled  to vote,  shall be
sufficient  authorization.  Any  such  merger,  consolidation,  sale,  lease  or
exchange  shall be deemed for all purposes to have been  accomplished  under and
pursuant to the statutes of The Commonwealth of Massachusetts. Such transactions
may be effected through share-for-share exchanges, transfers or sales of assets,
in-kind redemptions and purchases, exchange offers, or any other method approved
by the  Trustees.  Nothing  contained  herein  shall be  construed  as requiring
approval of  Shareholders  for any sale of assets in the ordinary  course of the
business  of the  Trust,  or for  any  transaction,  whether  deemed  a  merger,
consolidation,  reorganization  or exchange of shares or otherwise,  whereby the
Trust issues  shares in connection  with the  acquisition  of assets  (including
those  subject  to  liabilities)  from any other  investment  company or similar
entity.

         Section 8.5. Incorporation,  Reorganization.  The Trustees may, without
the  vote or  consent  of  Shareholders,  cause to be  organized  or  assist  in
organizing a corporation or corporations under the laws of any jurisdiction,  or
any  other  trust  (or  series  or class of a  trust),  unit  investment  trust,
partnership,  limited liability  company,  association or other  organization to
acquire all or a portion of the Trust  Property  or to carry on any  business in
which the Trust shall  directly or indirectly  have any  interest,  and to sell,
convey and  transfer  such Trust  Property  to any such  corporation,  trust (or
series or class of a trust), partnership, limited liability company, association
or organization  in exchange for the shares or securities  thereof or otherwise,
and to lend money to,  subscribe for the shares or securities of, and enter into
any contracts  with any such  corporation,  trust,  partnership,  association or
organization in which the Trust holds or is about to acquire shares or any other
interest.  The Trustees may also,  without the vote or consent of  Shareholders,
cause a merger or consolidation  between the Trust or any successor  thereto and
any such  corporation,  trust  (or  series  or class of a  trust),  partnership,
association  or other  organization  if and to the extent  permitted by law. The
Trustees  shall  provide  written  notice  to  affected   Shareholders  of  each
transaction  pursuant to this Section  8.5.  Such  transactions  may be effected
through  share-for-share  exchanges,  transfers  or  sales  of  assets,  in-kind
redemptions and purchases,  exchange offers, or any other method approved by the
Trustees.

         Section 8.6.  Conversion.  Notwithstanding  any other provision of this
Declaration,  the  conversion  of the Trust from a  "closed-end  company"  to an
"open-end  company," as those terms are defined in the 1940 Act,  shall  require
the  affirmative  vote or consent of the  holders of  sixty-six  and  two-thirds
percent  (66  2/3%)  of the  Shares  outstanding  and  entitled  to  vote.  Such
affirmative  vote or consent  shall be in addition to the vote or consent of the
holders of the Shares otherwise  required by law or by the terms of any class or
series of preferred stock, whether now or hereafter authorized, or any agreement
between the Trust and any national securities exchange.

         Section  8.7.  Certain  Transactions.  (a)  Notwithstanding  any  other
provision  of  this  Declaration  and  subject  to the  exceptions  provided  in
paragraph (d) of this Section, the types of transactions  described in paragraph
(c) of this Section shall require the affirmative vote or consent of the holders
of sixty-six  and  two-thirds  percent (66 2/3%) of the Shares  outstanding  and
entitled to vote,  when a Principal  Shareholder (as defined in paragraph (b) of
this Section) is a party to the  transaction.  Such  affirmative vote or consent
shall  be in  addition  to the vote or  consent  of the  Shareholders  otherwise
required  by law or by the  terms of any class or  series  of  preferred  stock,
whether now or hereafter authorized,  or any agreement between the Trust and any
national securities exchange.

         (b) The term "Principal Shareholder" shall mean any corporation, person
or other entity which is the beneficial owner,  directly or indirectly,  of more
than five percent (5%) of the outstanding Shares and shall include any affiliate
or  associate,  as such terms are defined in clause  (ii) below,  of a Principal
Shareholder. For the purposes of this Section, in addition to the Shares which a
corporation,  person  or  other  entity  beneficially  owns  directly,  (a)  any
corporation,  person or other entity shall be deemed to be the beneficial  owner
of any Shares (i) which it has the right to acquire pursuant to any agreement or
upon  exercise of conversion  rights or warrants,  or otherwise  (but  excluding
share  options  granted  by the  Trust) or (ii)  which are  beneficially  owned,
directly or indirectly  (including  Shares deemed owned through  application  of
clause (i)  above),  by any other  corporation,  person or entity with which its
"affiliate" or "associate" (as defined below) has any agreement,  arrangement or
understanding  for the purpose of  acquiring,  holding,  voting or  disposing of
Shares, or which is its "affiliate" or "associate" as those terms are defined in
Rule 12b-2 of the General Rules and  Regulations  under the Securities  Exchange
Act of 1934 as in effect on December  1, 1986,  and (b) the  outstanding  Shares
shall include  Shares deemed owned through  application  of clauses (i) and (ii)
above but shall not include any other shares  which may be issuable  pursuant to
any agreement, or upon exercise of conversion rights or warrants, or otherwise.

         (c)      This Section shall apply to the following transactions:

          (i) the merger or  consolidation of the Trust or any subsidiary of the
          Trust with or into any Principal Shareholder;

          (ii) the  issuance  of any  securities  of the Trust to any  Principal
          Shareholder for cash;

         (iii) the sale, lease or exchange of all or any substantial part of the
assets  of the  Trust to any  Principal  Shareholder  (except  assets  having an
aggregate fair market value of less than $1,000,000, aggregating for the purpose
of such  computation  all  assets  sold,  leased or  exchanged  in any series of
similar transactions within a twelve-month period);

         (iv)  the  sale,  lease or  exchange  to the  Trust  or any  subsidiary
thereof,  in exchange for securities of the Trust of any assets of any Principal
Shareholder  (except  assets having an aggregate  fair market value of less than
$1,000,000,  aggregating  for the purposes of such  computation all assets sold,
leased or exchanged in any series of similar  transactions within a twelve-month
period).

         (d) The  provisions  of this Section shall not be applicable to (i) any
of the  transactions  described in paragraph (c) of this Section if the Board of
Trustees  of the  Trust  shall by  resolution  have  approved  a  memorandum  of
understanding with such Principal  Shareholder with respect to and substantially
consistent  with  such  transaction,  or (ii)  any  such  transaction  with  any
corporation  of which a majority  of the  outstanding  shares of all  classes of
stock normally  entitled to vote in elections of directors is owned of record or
beneficially by the Trust and its subsidiaries.

         (e) The Board of  Trustees  shall have the power and duty to  determine
for the purposes of this Section on the basis of information known to the Trust,
whether (i) a  corporation,  person or entity  beneficially  owns more than five
percent (5%) of the outstanding Shares, (ii) a corporation,  person or entity is
an "affiliate" or  "associate"  (as defined above) of another,  (iii) the assets
being  acquired  or  leased  to or by  the  Trust  or  any  subsidiary  thereof,
constitute a  substantial  part of the assets of the Trust and have an aggregate
fair  market  value  of  less  than  $1,000,000,  and  (iv)  the  memorandum  of
understanding  referred to in paragraph (d) hereof is  substantially  consistent
with the transaction covered thereby. Any such determination shall be conclusive
and binding for all purposes of this Section.

                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 9.1.  Filing.  The  Declaration  and any  subsequent  amendment
hereto  shall be filed in the office of the  Secretary  of The  Commonwealth  of
Massachusetts  and in such other  place or places as may be  required  under the
laws of The Commonwealth of  Massachusetts  and may also be filed or recorded in
such other places as the Trustees deem appropriate, provided that the failure to
so  file  shall  not  invalidate  this  instrument  or any  properly  authorized
amendment hereto.  Each amendment so filed shall be accompanied by a certificate
signed and  acknowledged  by an officer or Trustee  stating that such action was
duly taken in a manner  provided  herein,  and  unless  such  amendment  or such
certificate sets forth some other time for the  effectiveness of such amendment,
such  amendment  shall be  effective  upon its filing.  A restated  Declaration,
integrating  into a single  instrument all of the provisions of the  Declaration
which are then in effect and  operative,  may be executed from time to time by a
majority  of the  Trustees  and shall,  upon filing  with the  Secretary  of The
Commonwealth  of  Massachusetts,   be  conclusive  evidence  of  all  amendments
contained  therein and may  thereafter  be  referred to in lieu of the  original
Declaration and the various amendments thereto.

         Section 9.2. Governing Law. The Declaration is executed by the Trustees
and delivered in The  Commonwealth  of  Massachusetts  and with reference to the
laws thereof, and the rights of all parties and the validity and construction of
every provision  hereof shall be subject to and construed  according to the laws
of  said  Commonwealth.  The  Trust  shall  be of the  type  commonly  called  a
Massachusetts  business trust, and without limiting the provisions  hereof,  the
Trust may exercise all powers  which are  ordinarily  exercised by such a trust,
and the absence of a specific reference herein to any such power,  privilege, or
action shall not imply that the Trust may not  exercise  such power or privilege
or take such action.

          Section 9.3.  Principal  Office.  The principal office of the Trust is
          500 Boylston Street, Boston,  Massachusetts.  The Trustees,  without a
          vote of Shareholders, may change the principal office of the Trust.

         Section  9.4.  Counterparts.  The  Declaration  may  be  simultaneously
executed  in  several  counterparts,  each of  which  shall be  deemed  to be an
original,  and such  counterparts,  together,  shall constitute one and the same
instrument,   which  shall  be  sufficiently  evidenced  by  any  such  original
counterpart.

         Section 9.5. Reliance by Third Parties.  Any certificate executed by an
individual who, according to the records of the Trust,  appears to be an officer
or Trustee  hereunder,  certifying to: (i) the number or identity of Trustees or
Shareholders,  (ii) the due  authorization of the execution of any instrument or
writing,  (iii)  the  form of any  vote  passed  at a  meeting  of  Trustees  or
Shareholders,  (iv) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
the  Declaration,  (v) the form of any By-Laws adopted by or the identity of any
officers  elected by the  Trustees,  or (vi) the  existence of any fact or facts
which in any manner  relates to the  affairs of the Trust,  shall be  conclusive
evidence as to the matters so certified in favor of any Person  dealing with the
Trustees and their successors.

         Section 9.6.  Provisions in Conflict with Law or Regulations.

         (a)  The  provisions  of  the  Declaration  are  severable,  and if the
Trustees  shall  determine,  with  the  advice  of  counsel,  that  any of  such
provisions is in conflict with the 1940 Act, the regulated investment company or
other provisions of the Internal Revenue Code of 1986, as amended, or with other
applicable laws and regulations, the conflicting provision shall be deemed never
to have  constituted a part of the  Declaration;  provided,  however,  that such
determination  shall  not  affect  any  of  the  remaining   provisions  of  the
Declaration  or render  invalid or improper any action taken or omitted prior to
such determination.

         (b) If any  provision  of the  Declaration  shall  be held  invalid  or
unenforceable in any  jurisdiction,  such invalidity or  unenforceability  shall
attach only to such provision in such  jurisdiction  and shall not in any manner
affect such provision in any other  jurisdiction  or any other  provision of the
Declaration in any jurisdiction.

MFS Intermediate Income Trust

         IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the day and year first written above.

John W. Ballen                              Lawrence H. Cohn, M.D.
As Trustee and Not Individually             As Trustee and Not Individually
500 Boylston Street                         500 Boylston Street
Boston, Massachusetts 02116                 Boston, Massachusetts 02116


The Hon. Sir J. David Gibbons, KBE          William R. Gutow
As Trustee and Not Individually             As Trustee and Not Individually
500 Boylston Street                         500 Boylston Street
Boston, Massachusetts 02116                 Boston, Massachusetts 02116


J. Atwood Ives                              Abby M. O'Neill
As Trustee and Not Individually             As Trustee and Not Individually
500 Boylston Street                         500 Boylston Street
Boston, Massachusetts 02116                 Boston, Massachusetts 02116


Kevin R. Parke                              Lawrence T. Perera
As Trustee and Not Individually             As Trustee and Not Individually
500 Boylston Street                         500 Boylston Street
Boston, Massachusetts 02116                 Boston, Massachusetts 02116


William J. Poorvu                           Jeffrey L. Shames
As Trustee and Not Individually             As Trustee and Not Individually
500 Boylston Street                         500 Boylston Street
Boston, Massachusetts 02116                 Boston, Massachusetts 02116


J. Dale Sherratt                            Elaine R. Smith
As Trustee and Not Individually             As Trustee and Not Individually
500 Boylston Street                         500 Boylston Street
Boston, Massachusetts 02116                 Boston, Massachusetts 02116


Ward Smith

As Trustee and Not Individually
500 Boylston Street
Boston, Massachusetts 02116

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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