<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>q771.txt
<TEXT>

                               SUB - ITEM 77Q1(a)

The  Appendix A, dated  February 21,  2006,  to the Master  Amended and Restated
By-Laws for MFS Intermediate  Income Trust (the "Trust"),  dated January 1, 2002
as revised June 23, 2004, is contained in the Trust's Registration Statement No.
11 (File No. 811-5400), as filed with the Securities and Exchange Commission via
EDGAR on February  28,  2006,  on Form N-2 under the  Investment  Company Act of
1940. Such document is incorporated herein by reference.
</TEXT>
</DOCUMENT>
