<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>q771a.txt
<TEXT>
         Appendix A, dated July 24,  2007,  to the Master  Amended and  Restated
         By-Laws for MFS  Intermediate  Income  Trust,  dated January 1, 2002 as
         revised June 23, 2004, and the Master Amended and Restated  By-Laws for
         MFS  Intermediate  Income Trust,  dated January 1, 2002 as revised June
         23, 2004 and August 22, 2007, are contained in Post-Effective Amendment
         No 28 to the  Registration  Statement of MFS Series Trust XV (File Nos.
         2-96738  and  811-4253),  as filed  with the  Securities  and  Exchange
         Commission  via  EDGAR on August  24,  2007,  under  Rule 485 under the
         Securities  Act of  1933.  Such  document  is  incorporated  herein  by
         reference.
</TEXT>
</DOCUMENT>
