<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>q771a.txt
<TEXT>
SUB-ITEM 77Q1(a)(1)

The Amended and Restated  By-Laws for the MFS Charter Income Trust dated January
1, 2002, as revised January 15, 2004, are contained in Post-Effective  Amendment
No. 21 to the Registration Statement for MFS Series Trust XI (File Nos. 33-68310
and 811-7992),  as filed with the Securities and Exchange  Commission via EDGAR,
under  Rule 485  under the  Securities  At of 1933 on  January  28,  2004.  Such
document is incorporated herein by reference.

</TEXT>
</DOCUMENT>
