<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>b77.txt
<TEXT>
Report of Independent Registered Public Accounting Firm


To the Shareholders and Board of Trustees of
MFS Charter Income Trust

In planning and  performing  our audit of the financial  statements of MFS Chart
er Income Trust (the Fund) as of and for the year ended November 30, 2010, in ac
cordance with the standards of the Public Company  Accounting  Oversight Board (
United  States), we considered the Funds internal control over financial report
ing, including controls over safeguarding  securities,  as a basis for designing
our auditing procedures for the purpose of expressing our opinion on the financi
al statements and to comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the  effectiveness of the Funds internal co
ntrol over financial reporting. Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining  effe
ctive internal control over financial reporting. In fulfilling this  responsibil
ity, estimates and judgments by management are required to assess the expected b
enefits and related costs of controls. A companys internal control over financia
l reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements f
or external purposes in accordance with generally accepted accounting principles
. A companys internal control over financial reporting includes those policies
and procedures that (1)pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the  transactions and dispositions of the
assets of the company; (2) provide  reasonable  assurance  that  transactions ar
e recorded as necessary to permit preparation of financial statements in accorda
nce with generally accepted accounting  principles, and that receipts and expend
itures of the company are being made only in  accordance  with  authorizations o
f management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized  acquisition, use or di
sposition of a companys assets that could have a material effect on the financi
al statements.

Because of its  inherent  limitations,  internal  control  over  financial  repo
rting may not prevent or detect misstatements. Also, projections of any evaluati
on of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compli
ance with the policies or procedures may deteriorate.

A deficiency in internal  control over financial  reporting  exists when the des
ign or operation of a control does not allow management or employees, in the nor
mal course of performing  their assigned  functions, to prevent or detect missta
tements on a timely basis. A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there i
s a reasonable  possibility that a material misstatement of the companys annual
or interim financial statements will not be prevented or detected on a timely ba
sis.

Our  consideration  of the Funds  internal  control  over  financial  reporting
was for the limited  purpose  described  in the first paragraph and would not ne
cessarily disclose all  deficiencies in internal control that might be material
weaknesses under standards established  by the Public  Company  Accounting Overs
ight Board (United States). However, we noted no deficiencies in the Funds inter
nal control over financial reporting and its operation, including controls over
safeguarding securities, that we consider to be a material weakness as defined a
bove as of November 30, 2010.

This report is intended  solely for the  information  and use of management and
the Board of Trustees of MFS Charter  Income Trust and the Securities and Exchan
ge Commission and is not intended to be and should not be used by anyone other t
han these specified parties.

/s/ ERNST & YOUNG, LLP
Boston, Massachusetts
January 14, 2011

</TEXT>
</DOCUMENT>
