<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.

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</DOCUMENT>
