<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>7
<FILENAME>e77q1.txt
<TEXT>


                                SUB ITEM 77Q1(e)

                          INVESTMENT ADVISORY AGREEMENT

         INVESTMENT  ADVISORY  AGREEMENT,  dated this 29th day of June, 2007, by
and between MFS  INTERMEDIATE  HIGH INCOME FUND, a Massachusetts  business trust
(the  "Trust"),  and  MASSACHUSETTS   FINANCIAL  SERVICES  COMPANY,  a  Delaware
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 May 24, 1988, 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
Adviser's 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  authorized  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 Trust's 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;  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 Trust's 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 Trust's  assets not then managed by an  Sub-Adviser.  In connection  with
Adviser's  responsibilities  herein,  Adviser will assess the Trust's investment
focus and will seek to implement  decisions  with respect to the  allocation and
reallocation  of the  Trust's  assets  among one or more  current or  additional
Sub-Advisers from time to time, as Adviser deems  appropriate,  to implement the
Trust's investment policies  determined as provided above. In addition,  Adviser
(in conjunction  with the Trust's  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 Trust's  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-Adviser's  management of the Trust. On Adviser's 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 Trust's  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 Adviser's  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  Trust's  Obligations.  A copy  of the  Trust's
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  Trust's  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 INTERMEDIATE HIGH INCOME FUND


  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



<PAGE>


                                   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 Trust's  average daily net
assets  (average  daily net  assets  being  computed  for this  purpose  without
deducting any liability for money borrowed for investment in accordance with the
Trust's investment  objective and policies) and in addition,  the Fund shall pay
the Advisor monthly a fee equal to 20% of the Fund's Leverage Income;  provided,
however,  if the Fund's Leverage Income is less than zero then the Advisor shall
pay the Fund 20% of the Fund's Leverage Income.

"Leverage Income" shall mean:

(gross income of the fund for such month)x (% of Fund's average daily total
assets represented by leverage as of the last day of such month)-(interest
and other borrowing expenses associated with leverage for such month)



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