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<TYPE>EX-99.77D POLICIES
<SEQUENCE>2
<FILENAME>d77.txt
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N-SAR EXHIBIT AND COMPLETION MEMO FOR MFS CHARTER INCOME TRUST

                                  SUB-ITEM 77D

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

The investment  strategies  that portfolio  maturity will not exceed 30 years in
placecountry-regionU.S.  government and 25 years in corporate sector securities,
and that the fund invests in stable foreign governments have been eliminated.

The  investment  strategy that MFS may invest more than 25% of the fund's assets
in one country has been eliminated and the fund's  investment  strategy  states,
"MFS may invest a relatively  high  percentage  of the fund's assets in a single
county or a small number of countries."

The investment  strategy of investing in the highest yields available unless the
yield  differential does not justify the risk has been eliminated and the fund's
investment  strategy states,  "MFS may invest up to 100% of the fund's assets in
lower quality debt instruments, including those that are in default."

The percentage  limitation of investing 80% in fixed-income  securities has been
eliminated and the fund's principal  investment  strategy states:  "MFS normally
invests the fund's assets primarily in debt instruments."

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

-  Approximately  one-third in U.S.  government  and related options;
-  Approximately  one-third in foreign government and foreign corporate bonds;
-  Approximately  one-third in high yield corporate bonds;
-  Less than 50% in any one  sector;  and
-  Less than 33 and  one-third  percent of net assets in foreign securities not
   traded on a U.S. exchange.

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