<DOCUMENT>
<TYPE>EX-99.77D POLICIES
<SEQUENCE>3
<FILENAME>d77.txt
<TEXT>
                                  SUB-ITEM 77D

The Board of Trustees of MFS  Intermediate  Income  Trust  ("MIN") has  approved
changes to the investment objective and policies of the fund. Effective December
21, 2007, MIN's investment objective of seeking to "preserve capital and provide
current  income" was revised to provide that MIN will seek "high current  income
but may  also  consider  capital  appreciation."  Significant  changes  to MIN's
principal investment strategies are described below.

The following  percentage  limitations on certain types of investments have been
eliminated  to allow  the  portfolio  manager  more  flexibility  to  invest  in
appropriate securities:

65% in US and  foreign  government;  65% in income  producing;  Less than 50% in
foreign  governments;  Less  than  20% in  emerging  markets;  Less  than 30% in
securities lending; and Less than 30% in when-issued.

The  percentage  limitation  of investing  less than 10% of the fund's assets in
nonconvertible fixed-income lower quality securities has been eliminated and the
fund's investment strategy states:  "MFS generally invests  substantially all of
the fund's assets in investment grade debt securities."

The fund's  policy of an  average  portfolio  maturity  of between 3 and 7 years
changed to an average portfolio life of between 3 and 10 years.
</TEXT>
</DOCUMENT>
