<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>e77q1.txt
<TEXT>

          SUB ITEM 77Q(1)(e)

           INVESTMENT ADVISORY AGREEMENT


         INVESTMENT ADVISORY  AGREEMENT,  dated this 29th day of June, 2007,
 by and between MFS INVESTMENT
GRADE MUNICIPAL TRUST, a  StateMassachusetts  business trust (the "Trust")
,  and  MASSACHUSETTS  FINANCIAL
SERVICES COMPANY, a StateplaceDelaware corporation (the "Adviser").

                                               WITNESSETH:

         WHEREAS,  the  Trust is  engaged  in  business  as an  investment
  company  registered  under the
Investment Company Act of 1940; and

         WHEREAS,  the  Adviser is willing to provide  services  to the
Trust on the terms and  conditions
hereinafter set forth;

         NOW,  THEREFORE,  in  consideration  of the mutual covenants
and agreements of the parties hereto
as herein set forth, the parties covenant and agree as follows:

         Article  1.  Duties  of  the  Adviser.  (a)  The  Adviser  shall
  provide  the  Trust  with  such
investment  advice and  supervision as the latter may from time to time
consider  necessary for the proper
supervision  of its assets.  The Adviser  shall act as  investment  adviser
 to the Trust and as such shall
furnish  continuously  an  investment  program and shall  determine  from
time to time what  securities or
other  instruments  shall be  purchased,  sold or  exchanged  and what
portion of the assets of the Trust
shall be held uninvested,  subject always to the restrictions of the
Trust's  Declaration of Trust,  dated
March 16, 1989, and By-Laws,  each as amended from time to time
(respectively,  the "Declaration" and the
"By-Laws"),  to the  provisions  of the  Investment  Company  Act of 1940
 and the Rules,  Regulations  and
orders  thereunder and to the Trust's  then-current  Prospectus  and
Statement of Additional  Information.
The Adviser  also shall  exercise  voting  rights,  rights to consent
to  corporate  actions and any other
rights  pertaining  to the Trust's  portfolio  securities in  accordance
 with the Advisers  policies and
procedures  as  presented  to the  Trustees  of the Trust from time to
time.  Should the  Trustees  at any
time,  however,  make any  definite  determination  as to the  investment
 policy and  notify the  Adviser
thereof in writing,  the Adviser shall be bound by such  determination
 for the period,  if any,  specified
in such notice or until similarly notified that such determination
shall be revoked.

         (b) The Adviser  shall take,  on behalf of the Trust,  all actions
  which it deems  necessary  to
implement the  investment  policies  determined as provided  above,  and in
 particular to place all orders
for the  purchase or sale of  portfolio  securities  or other  instruments
 for the Trust's  account  with
brokers or dealers  selected by it, and to that end, the Adviser is  author
ized  as the agent of the Trust
to  give  instructions  to the  Custodian  of the  Trust  as to the
deliveries  of  securities  or  other
instruments  and payments of cash for the account of the Trust.  In
connection  with the selection of such
brokers or dealers  and the  placing of such  orders,  the  Adviser
is  directed to seek for the Trust the
best overall price and  execution  available  from  responsible
 brokerage  firms,  taking  account of all
factors it deems relevant,  including by way of  illustration:  price;
 the size of the  transaction;  the
nature of the  market  for the  security;  the  amount of the  commission;
  the  timing  and impact of the
transaction  taking into account  market  prices and trends;  the
reputation,  experience  and  financial
stability of the broker or dealer involved;  and the quality of services
  rendered by the broker or dealer
in other  transactions.  In  fulfilling  this  requirement,  the Adviser
 shall not be deemed to have acted
unlawfully or to have breached any duty,  created by this Agreement or
otherwise,  solely by reason of its
having  caused the Trust to pay a broker or dealer an amount of  commission
  for  effecting  a  securities
transaction  in excess of the  amount of  commission  another  broker or
dealer  would  have  charged  for
effecting  that  transaction,  if the Adviser  determined in good faith
that such amount of commission was
reasonable  in relation to the value of the  brokerage  and research
services  provided by such broker or
dealer,  viewed in terms of either that particular  transaction or the
 Adviser's overall  responsibilities
with  respect  to the  Trust  and to other  clients  of the  Adviser
as to which  the  Adviser  exercises
investment discretion.

         (c) Subject to the general  supervision  and control of the
  Trustees of the Trust and under the
terms  and  conditions  set  forth in this  Agreement,  the  Trust
 acknowledges  and  agrees  that it is
contemplated  that  Adviser  may, at its own  expense,  select and
 contract  with one or more  investment
advisers  (Sub-Advisers)  to manage the investment  operations and
 composition of the Trust and render
investment advice for the Trust, including the purchase,  retention,
 and disposition of the investments,
securities  and  cash  contained  in the  Trust,  subject  always  to
 the  restrictions  of the  Trusts
Declaration  and the By-Laws,  to the  provisions  of the  Investment
  Company Act of 1940 and the Rules,
Regulations and orders thereunder and to the Trusts then-current
Prospectus and Statement of Additional
Information;  provided,  that any contract with an Sub-Adviser
(a Sub-Advisory  Agreement)  shall be in
compliance  with  and  approved  as  required  by the  Investment
 Company  Act of 1940  and the  Rules,
Regulations  and orders  thereunder or in accordance  with exemptive
  relief granted by the Securities and
Exchange Commission (SEC) under the Investment Company Act of 1940.

         (d) Subject  always to the  direction  and control of the  Trustees
 of the Trust,  Adviser  will
have (i) overall  supervisory  responsibility  for the general  management
and investment of the Trusts
assets;  (ii) full  discretion  to select  new or  additional  Sub-Advisers
 for the  Trust;  (iii)  full
discretion to enter into and materially modify existing Sub-Advisory
Agreements with Sub-Advisers;  (iv)
full discretion to terminate and replace any Sub-Adviser;  and (v) full
investment discretion to make all
determinations  with respect to the investment of the Trusts assets not
 then managed by an Sub-Adviser.
In connection with Advisers  responsibilities  herein,  Adviser will assess
 the Trusts investment focus
and will seek to implement  decisions  with respect to the  allocation  and
  reallocation  of the Trusts
assets  among one or more  current  or  additional  Sub-Advisers  from
time to time,  as  Adviser  deems
appropriate,  to implement the Trusts  investment  policies  determined
as provided above. In addition,
Adviser (in conjunction with the Trusts  Independent Chief Compliance
 Officer) will oversee (or, in the
event that the Adviser  does not  require a  Sub-Advisor  to assume
 responsibility  therefore  under the
Sub-Advisory  Agreement,  shall be responsible  for) compliance of each
  Sub-Adviser  with the investment
objectives,  policies and  restrictions  of the Trust
 (or portions of the Trust) under the  management of
such  Sub-Adviser,  and  review  and  report  to the
 Trustees  of the Trust on the  performance  of each
Sub-Adviser.  Adviser will furnish, or cause the
appropriate Sub-Adviser(s) to furnish, to the Trust such
statistical  information,  with respect to the investments  that
the Trust (or portions of the Trust) may
hold or contemplate  purchasing,  as the Trust may reasonably
request.  Further,  Adviser (in conjunction
with the Trusts  Independent Chief Compliance  Officer) will
oversee compliance of each Sub-Adviser with
the compliance program of the Trust (or portions of the Trust)
 under the management of such Sub-Adviser,
as well as the  compliance  program of the  Sub-Adviser  as such
  program  relates to the  Sub-Advisers
management of the Trust.  On Advisers own  initiative,  Adviser
will apprise,  or cause the  appropriate
Sub-Adviser(s) to apprise,  the Trust of important  developments
  materially  affecting the Trust (or any
portion  of the Trust  that  they  advise)  and will  furnish
 the  Trust,  from time to time,  with such
information  as may be appropriate  for this purpose.  Further,
 Adviser agrees to furnish,  or cause the
appropriate  Sub-Adviser(s) to furnish, to the Trustees of the
Trust such periodic and special reports as
the Trustees of the Trust may reasonably  request.  In addition,
 Adviser agrees to cause the appropriate
Sub-Adviser(s)  to furnish to third-party data reporting
services all currently  available  standardized
performance information and other customary data as may be appropriate.

         (e)  Subject to the  provisions  of Article 6, the  Adviser
shall not be liable for any error of
judgment or mistake of law by any  Sub-adviser or for any loss arising
out of any  investment  made by any
Sub-adviser or for any act or omission in the execution and management
of the Trust by any Sub-adviser.

         Article  2.  Allocation  of  Charges  and  Expenses.  (a) The
 Adviser  shall  furnish at its own
expense investment advisory and administrative  services,  office space,
  equipment and clerical personnel
necessary for servicing the  investments of the Trust and  maintaining
  its  organization,  and investment
advisory  facilities and executive and  supervisory  personnel for
 managing the  investments and effecting
the  portfolio  transactions  of the Trust.  The  Adviser  shall  arrange,
  if  desired by the Trust,  for
directors,  officers and  employees  of the Adviser to serve as Trustees,
  officers or agents of the Trust
if duly  elected or  appointed  to such  positions  and  subject to their
  individual  consent  and to any
limitations imposed by law.

(b)      It is understood  that the Trust will pay all of its own expenses
  incurred in its operations and
  the offering of the Trusts shares,  unless specifically  provided
otherwise
 in this Agreement or except
  to the extent  that the Adviser  agrees in a written  instrument
 executed by the Adviser  (specifically
  referring  to this  Article  2(b)) to assume or  otherwise  pay
for  specified  expenses  of the  Trust,
  including, without limitation:  compensation of Trustees
"not affiliated" with the Adviser; governmental
  fees;  interest charges;  taxes;  membership dues in the
Investment  Company Institute  allocable to the
  Trust;  fees and  expenses  of  independent  auditors,
of legal  counsel,  and of any  transfer  agent,
  registrar or dividend  disbursing agent of the Trust;
expenses of repurchasing and redeeming shares and
  servicing  shareholder  accounts;  expenses  of  preparing,
 printing  and mailing  stock  certificates,
  shareholder  reports,  notices,  proxy statements and reports to
governmental  officers and commissions;
  brokerage  and other  expenses  connected  with the  execution,
recording  and  settlement of portfolio
  security  transactions;  insurance premiums;  fees and expenses
of the custodian for all services to the
  Trust,  including  safekeeping  of funds and  securities  and
maintaining  required books and accounts;
  expenses of calculating the net asset value of shares of the
Trust;  organizational  and start up costs;
  such non-recurring or extraordinary  expenses as may arise,
including those relating to actions,  suits
  or  proceedings  to which  the  Trust is a party  or  otherwise
  may  have an  exposure,  and the  legal
  obligation  which the Trust may have to  indemnify  the  Trust's
 Trustees  and  officers  with  respect
  thereto;  and expenses  relating to the issuance,  registration and
 qualification of shares of the Trust
  and the  preparation,  printing and mailing of prospectuses for such
 purposes (except to the extent that
  any  Distribution  Agreement to which the Trust is a party provides
 that another party is to pay some or
  all of such expenses).

         (c) The payment or  assumption  by the  Adviser of any
expenses of the Trust that the Adviser is
not  obligated  by this  Agreement  or otherwise to pay or assume
shall not obligate the Adviser to pay or
assume the same or any similar expenses of the Trust on any
 subsequent occasion.

         Article 3.  Compensation  of the  Adviser.  For the  services
 to be rendered  and the  facilities
provided,  the Trust shall pay to the Adviser an investment  advisory
fee computed and paid monthly as set
forth in  Appendix A attached  hereto.  If the  Adviser  shall serve
for less than the whole of any period
specified in this Article 3, the compensation paid to the Adviser
will be prorated.

         Article 4.  Additional  Services.  Should the Trust have
 occasion  to request the Adviser or its
affiliates to perform  administrative or other additional  services
 not herein  contemplated or to request
the Adviser or its affiliates to arrange for the services of others,
  the Adviser or its  affiliates  will
act for the Trust upon  request to the best of its  ability,  with
compensation  for the  services  to be
agreed upon with respect to each such occasion as it arises.  No
such  agreement for  additional  services
shall expand,  reduce or otherwise  alter the  obligations of the
Adviser,  or the  compensation  that the
Adviser is due, under this Agreement.

         Article 5.  Covenants of the Adviser.  The Adviser  agrees
 that it will not deal with itself,  or
with the Trustees of the Trust or the Trust's  distributor,  if any,
 as principals in making  purchases or
sales of  securities  or  other  property  for the  account  of the
 Trust,  except  as  permitted  by the
Investment  Company  Act of 1940 and any  rules,  regulations  or
orders of the  Securities  and  Exchange
Commission  thereunder,  will not take a long or short  position
in the  shares  of the  Trust  except as
permitted by the  applicable  law, and will comply with all other
 provisions of the  Declaration  and the
By-Laws and the then-current  Prospectus and Statement of Additional
  Information of the Trust relative to
the Adviser and its directors and officers.

         Article 6.  Limitation  of  Liability  of the  Adviser.
The Adviser  shall not be liable for any
error of  judgment  or  mistake of law or for any loss  arising
out of any  investment  or for any act or
omission in the execution and management of the Trust,  except for
 willful  misfeasance,  bad faith, gross
negligence  or reckless  disregard  of its duties and  obligations
 hereunder.  As used in this Article 6,
the term  "Adviser"  shall  include  directors,  officers  and  employees
  of the  Adviser as well as that
corporation itself.

         Article 7.  Activities  of the  Adviser.  (a) The Trust
acknowledges  that the  services  of the
Adviser to the Trust are not  exclusive,  the  Adviser  being free
 to render  investment  advisory  and/or
other  services  to others.  The Trust  further  acknowledges  that it
 is  possible  that,  based on their
investment  objectives  and policies,  certain funds or accounts
managed by the Adviser or its affiliates
may at times  take  investment  positions  or engage  in  investment
  techniques  which  are  contrary  to
positions  taken or  techniques  engaged in on behalf of the Trust.
 Notwithstanding  the  foregoing,  the
Adviser will at all times endeavor to treat all of its clients in a
fair and equitable manner.

         (b) The Trust  acknowledges  that  whenever  the Trust and
 one or more  other  funds or  accounts
advised by the Adviser have available  monies for  investment,
investments  suitable and  appropriate for
each shall be  allocated  in a manner  believed by the Adviser
to be fair and  equitable  to each  entity.
Similarly,  opportunities to sell securities or other  investments shall be
 allocated in a manner believed
by the Adviser to be fair and  equitable to each entity.  The Trust
acknowledges  that in some  instances
this may adversely affect the size of the position that may be
acquired or disposed of for the Trust.

         (c) It is understood  that the  Trustees,  officers and
 shareholders  of the Trust are or may be
or become interested in the Adviser, as directors,  officers,
 employees, or otherwise and that directors,
officers and employees of the Adviser are or may become  similarly
 interested in the Trust,  and that the
Adviser may be or become interested in the Trust as a shareholder
or otherwise.

         Article  8.  MFS  Name.  The  Trust   acknowledges  that  the
names   "Massachusetts   Financial
Services," "MFS" or any derivatives thereof or logos associated with
those names  (collectively,  the MFS
Marks)  are the  valuable  property of the Adviser  and its  affiliates.
  The Adviser  grants the Trust a
non-exclusive  and  non-transferable  right  and  sub-license  to use
the MFS  Marks  only so long as the
Adviser  serves as  investment  adviser to the Trust.  The Trust agrees
that if the Adviser for any reason
no longer  serves as  investment  adviser  to the  Trust,  and the  Adviser
 so  requests,  that the Trust
promptly  shall cease to use the MFS Marks and promptly shall amend its
registration  statement to delete
any  references  to the MFS  Marks.  Likewise,  the Trust  agrees  that
if the  Adviser  for any reason no
longer serves as investment  adviser to the Trust,  and the Adviser so
requests,  the Trust promptly shall
cease to use the MFS Marks and promptly  shall amend its  Declaration of
Trust to delete any references to
the MFS Marks.  The Trust  acknowledges  that the Adviser may permit
other clients to use the MFS Marks in
their  names or other  material.  For  purposes of this  Article,
 the Trust shall be deemed to have taken
the required  action  promptly  if such action is taken within 90
days of the Adviser no longer  serving
as the investment adviser to the Trust, or from the date of the
Advisers request, as the case may be.

  Article 9.  Duration,  Termination  and Amendment of this  Agreement.
(a) This  Agreement  shall
become  effective  with  respect  to the  Trust  on the  date  first
  written  above  if  approved  by the
shareholders  of the  Trust,  on the  Effective  Date for the Trust,
 as set forth in  Appendix A attached
hereto.  Thereafter,  this  Agreement  will remain in effect with
 respect to the Trust for a period of two
years from the Trust's  Effective  Date as set forth in Appendix  A,
 on which date it will  terminate  for
the Trust  unless its  continuance  is  "specifically  approved  at
least  annually"  (i) by the vote of a
majority of the Trustees of the Trust who are not  "interested  persons"
 of the Trust or of the Adviser at
a meeting  specifically  called  for the  purpose  of voting  on such
approval,  and (ii) by the Board of
Trustees of the Trust, or by "vote of a majority of the outstanding
voting  securities" of the applicable
Trust.

         (b) This  Agreement  may be  terminated  as to the Trust
at any time  without  the payment of any
penalty  by  the  Trustees  or by  "vote  of a  majority  of the
outstanding  voting  securities"  of the
applicable  Trust,  or by the  Adviser,  in each case on not more
than  sixty  days' nor less than  thirty
days' written notice to the other party.  This  Agreement  shall
 automatically  terminate in the event of
its "assignment".

         (c) This  Agreement  may be  amended  with  respect
to the Trust  only if such  amendment  is in
writing  signed by or on behalf of the Trust and the  Adviser
and is  approved  by "vote of a majority of
the outstanding  voting  securities" of the applicable Trust
(if such shareholder  approval is required by
the Investment Company Act of 1940).

         Article 10.  Scope of Trusts Obligations.  A copy of the Trusts
 Declaration of Trust is on file with the Secretary of
State of The Commonwealth of Massachusetts.  The Adviser acknowledges
that the obligations of or arising
out of this Agreement are not binding upon any of the Trusts Trustees,
officers, employees, agents or
shareholders individually, but are binding solely upon the assets and
property of the Trust.  If this
Agreement is executed by the Trust, the Adviser further acknowledges
that the assets and liabilities of
the Trust are separate and distinct and that the obligations of or
arising out of this Agreement
concerning the Trust are binding solely upon the assets or property
of the Trust and not upon the assets
or property of any other Trust.

         Article  11.  Definitions  and  Interpretations.   The  terms
  "specifically  approved  at  least
annually," "vote of a majority of the outstanding voting securities,"
 "assignment,"  "affiliated person,"
and "interested  person," when used in this Agreement,  shall have the
 respective meanings specified,  and
shall be construed  in a manner  consistent  with,  the  Investment
Company Act of 1940 and the rules and
regulations  promulgated  thereunder.  Any  question of  interpretation
 of any term or  provision of this
Agreement  having a  counterpart  in or  otherwise  derived  from a
term or  provision  of the  Investment
Company Act of 1940,  the  Investment  Advisers Act of 1940, the Securities
 Act of 1933, or the Securities
Exchange  Act of 1934  (collectively,  the  "Federal  Securities  Acts")
 shall be resolved by reference to
such term or provision of the Federal  Securities Acts and to
interpretations  thereof,  if any, by United
States  federal  courts or, in the absence of any  controlling
 decisions  of any such court,  by rules or
regulations of the Securities  and Exchange  Commission.  Where
the effect of a requirement of the Federal
Securities  Acts  reflected in any  provision of this  Agreement
 is revised by rule or  regulation  of the
Securities and Exchange  Commission,  such  provisions  shall be deemed
to incorporate  the effect of such
rule or regulation.

         Article 12.  Record Keeping.  The Adviser will maintain records
 in a form acceptable to the Trust and in compliance with
the rules and regulations of the Securities and Exchange Commission,
including but not limited to
records required to be maintained by Section 31(a) of the Investment
 Company Act of 1940 and the rules
thereunder, which at all times will be the property of the Trust and
 will be available for inspection
and use by the Trust.

         Article  13.   Miscellaneous.   (a)  This  Agreement
 contains  the  entire   understanding  and
agreement of the parties with respect to the subject matter hereof.

         (b) Headings in this  Agreement  are for ease of reference
  only and shall not  constitute a part
of the Agreement.

         (c)  Should  any  portion of this  Agreement  for any  reason
 be held void in law or equity,  the
remainder of the Agreement  shall be construed to the extent  possible
 as if such voided portion had never
been contained herein.

         (d)  This  Agreement  shall  be  governed  by  the  laws  of
 the  PlaceTypeplaceCommonwealth  of
placeMassachusetts,  without giving effect to the choice of laws
provisions thereof, except that questions
of interpretation shall be resolved in accordance with the provisions
 of Article 11 above.

         IN WITNESS  WHEREOF,  the parties  hereto have caused this
Agreement to be executed and delivered
in their names and on their behalf by the undersigned  officers
thereunto duly authorized,  all as of the
day and year first above  written.  The  undersigned  officer of
the Trust has executed this Agreement not
individually,  but as an officer  under the  Declaration  and the
 obligations  of this  Agreement are not
binding upon any of the Trustees,  officers or shareholders of the
Trust, individually,  but bind only the
trust estate.


  MFS INVESTMENT GRADE MUNICIPAL TRUST
  By: _MARK N. POLEBAUM____
  Name:     Mark N. Polebaum
  Title:    Secretary


MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By:_ROBERT J. MANNING____
Name:  Robert J. Manning
Title:  Chief Executive Officer


                                                Appendix A

                                       Compensation to the Adviser


The  investment  advisory  fee payable by the Trust shall be computed
  and paid monthly in an amount equal
to the sum of 0.65% of the Trusts  average daily net assets  including
 assets  applicable to the auction
preferred  shares  (average  daily net assets  being  computed  for this
  purpose  without  deducting  any
liability  for money  borrowed for  investment  in accordance  with the
Trusts  investment  objective and
policies).


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</DOCUMENT>
