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<SEC-DOCUMENT>0000912938-08-000407.txt : 20080728
<SEC-HEADER>0000912938-08-000407.hdr.sgml : 20080728
<ACCEPTANCE-DATETIME>20080728100323
ACCESSION NUMBER:		0000912938-08-000407
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20080531
FILED AS OF DATE:		20080728
DATE AS OF CHANGE:		20080728
EFFECTIVENESS DATE:		20080728

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFS INTERMEDIATE HIGH INCOME FUND
		CENTRAL INDEX KEY:			0000833021
		IRS NUMBER:				046593681
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05567
		FILM NUMBER:		08972121

	BUSINESS ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		STREET 2:		20TH FL LEGAL DEPT.
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
		BUSINESS PHONE:		6179545000

	MAIL ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		STREET 2:		20TH FL LEGAL DEPT.
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COLONIAL INTERMEDIATE HIGH INCOME FUND
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
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000 I000000 6.1
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001 A000000 MFS INTERMEDIATE HIGH INCOME FUND
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010 B000001 801-17352
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SIGNATURE   JAMES YOST
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>q771.txt
<TEXT>




February 26, 2008
8
119655
9
119655
       Retyped - dateYear90Day12Month10lstrans10/12/90
 Amended dateYear90Day12Month10lstrans10/12/90 - Sec. 2.5
       Amended dateYear91Day13Month12lstrans12/13/91 - Sec. 8
          Amended dateYear92Day9Month10lstrans10/9/92 - Sec. 11
 Amended  dateYear96Day16Month2lstrans2/16/96:  Section 3.1, paragraph 2
  Amended dateYear96Day5Month4lstrans4/5/96:  Section 2.1, paragraph 1
 Amended  dateYear00Day12Month4lstrans4/12/00  Section 2.1, paragraph 1
  Amended  dateYear01Day13Month2lstrans2/13/01  Section 2.1
   Amended  dateYear01Day8Month5lstrans5/8/01  Section 2.1
 As Amended  dateYear01Day20Month6lstrans6/20/01  Article 2.1; Article 4.6
   As Amended  dateYear04Day11Month8lstrans8/11/04  Article 3.3;
 Article 4.5; Article 4.8
                            As Amended  2/7/07  Article 2.1
                           June 29, 2007  Section 4 and Name
                                   As Amended  12/18/2007  Section 2
                                     As Amended  2/26/2008  Article 7


                                        BY-titleLAWS

                                 OF

                 MFS INTERMEDIATE HIGH INCOME FUND



                        Section 1. Agreement and Declaration of Trust and
 Principal Office

         1.1      Agreement  and  Declaration  of Trust.  These  By-Laws
 shall be  subject  to the  Agreement  and
Declaration of Trust, as from time to time in effect (the Declaration of
 Trust),  of MFS  Intermediate  High Income
Fund, a Massachusetts business Trust established by the Declaration of
 Trust (the Trust).

         1.2      Principal  Office  of the  Trust.  The  principal  office
 of  the  Trust  shall  be  located  in
placeCityBoston, StateMassachusetts.

                                              Section 2. Shareholders

         2.1      Shareholder Meetings.  Except as provided in the next
 sentence, regular meetings of the
shareholders for the election of Trustees and the transaction of such
 other business as may properly come before
the meeting shall be held, so long as Shares are listed for trading on
 the New York Stock Exchange, on at least
an annual basis, on such day and at such place as shall be designated
 by a majority of the Trustees.  In the
event that such a meeting is not held in any annual period if so required,
 whether the omission be by oversight
or otherwise, a subsequent special meeting may be called by a majority
 of the Trustees and held in lieu of such
meeting with the same effect as if held within such annual period.
 A Special meeting of the shareholders of the
Trust may be called at any time by a majority of the Trustees, by
the president or, if a majority of the Trustees
and the president shall fail to call any meeting of shareholders
for a period of 30 days after written
application of one or more shareholders who hold at least 10% of
all outstanding shares of the Trust, then such
shareholders may call such meeting.  Each call of a meeting shall
state the place, date, hour and purposes of the
meeting.


         2.2      Advance Notice of Shareholder Nominees for Trustees and
Other Shareholder Proposals.

         (a)  As used in this Section 2.2, the term annual meeting refers
to any annual meeting of shareholders
as well as any special meeting held in lieu of an annual meeting as

 described in the first two sentences of
Section 2.1 of these Bylaws, and the term special meeting refers to all
 meetings of shareholders other than an
annual meeting or a special meeting in lieu of an annual meeting.

         (b)  The matters proposed by shareholders to be considered
 and brought before any annual or special
meeting of shareholders shall be limited to only such matters,
 including the nomination and election of Trustees,
as shall be brought properly before such meeting in compliance
 with the procedures set forth in this Section
2.2.  Only persons who are nominated in accordance with the
procedures set forth in this Section 2.2 shall be
eligible for election as Trustees, and no proposal to fix the
 number of Trustees shall be brought before an
annual or special meeting of shareholders or otherwise considered
 unless in accordance with the procedures set
forth in this Section 2.2.

         (c)  For any matter to be properly before any annual
meeting, the matter must be (i) specified in the
notice of meeting given by or at the direction of a majority
 of the Trustees pursuant to Section 2.4 of these
Bylaws, or (ii) brought before the meeting in the manner
 specified in this Section 2.2(c) by a shareholder of
record entitled to vote at the meeting or by a shareholder
(a Beneficial Owner) that holds Shares entitled to
vote at the meeting through a nominee or street name holder
of record and that can demonstrate to the Trust such
indirect ownership and such Beneficial Owners entitlement to
vote such Shares, provided that the shareholder was
the shareholder of record or the Beneficial Owner held such Shares at
the time the notice provided for in this
Section 2.2(c) is delivered to the secretary.

         In addition to any other requirements under applicable law
 and the Declaration of Trust and these
Bylaws, persons nominated by shareholders for election as Trustees
 and any other proposals by shareholders may be
properly brought before an annual meeting only pursuant to timely
notice (the Shareholder Notice) in writing to
the secretary.  To be timely, the Shareholder Notice must be delivered
to or mailed and received at the principal
executive offices of the Trust not less than forty-five (45) nor more
than sixty (60) days prior to the first
anniversary date of the date on which the Trust first sent its proxy
 materials for the prior years annual
meeting; provided, however, with respect to the annual meetings to b
 held in the calendar years 2008 and 2009,
the Shareholder Notice must be so delivered or mailed and so received
 on or before March 18, 2008, and May 1,
2009, respectively; provided further, however, if and only if th
 annual meeting is not scheduled to be held
within a period that commences thirty (30) days before the first
anniversary date of the annual meeting for the
preceding year and ends thirty (30) days after such anniversary
date (an annual meeting date outside such period
being referred to herein as an Other Annual Meeting Date), suc
 Shareholder Notice must be given in the manner
provided herein by the later of the close of business on (i) the
 date forty-five (45) days prior to such Other
Annual Meeting Date or (ii) the tenth (10th) business day following
 the date such Other Annual Meeting Date is
first publicly announced or disclosed.
         Any shareholder desiring to nominate any person or persons
(as the case may be) for election as a
Trustee or Trustees of the Trust shall deliver, as part of such
 Shareholder Notice:  (i) a statement in writing
setting forth (A) the name, age, date of birth, business address,
residence address and nationality of the person
or persons to be nominated; (B) the number of all Shares of th
 Trust owned of record or beneficially by each
such person or persons, as reported to such shareholder by such
 nominee(s); (C) any other information regarding
each such person required by paragraphs (a), (d), (e) and (f) of
Item 401 of Regulation S-K or paragraph (b) of
Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange
 Act of 1934, as amended (the Exchange Act),
adopted by the Securities and Exchange Commission (or the corresponding
 provisions of any regulation or rule
subsequently adopted by the Securities and Exchange Commission or any
successor agency applicable to the Trust);
(D) any other information regarding the person or persons to be nominated
that would be required to be disclosed
in a proxy statement or other filings required to be made in connection
 with solicitation of proxies for election
of Trustees or directors pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated
thereunder; and (E) whether such shareholder believes any nominee is or
will be an interested person of the Trust
(as defined in the Investment Company Act of 1940, as amended) and, if
 not an interested person, information
regarding each nominee that will be sufficient for the Trust to make
 such determination; and (ii) the written and
signed consent of the person or persons to be nominated to be named
 as nominees and to serve as Trustees if
elected.  In addition, a majority of the Trustees may require any
 proposed nominee to furnish such other
information as they may reasonably require or deem necessary to
 determine the eligibility of such proposed
nominee to serve as a Trustee.  Any Shareholder Notice required
 by this Section 2.2(c) in respect of a proposal
to fix the number of Trustees shall also set forth a description
 of and the text of the proposal, which
description and text shall state a fixed number of Trustees that
 otherwise complies with applicable law, these
Bylaws and the Declaration of Trust.

         Without limiting the foregoing, any shareholder who gives
a Shareholder Notice of any matter proposed to
be brought before a shareholder meeting (whether or not involving
nominees for Trustees) shall deliver, as part
of such Shareholder Notice:  (i) the description of and text of the
proposal to be presented; (ii) a brief
written statement of the reasons why such shareholder favors the
proposal; (iii) such shareholders name and
address as they appear on the Trusts books; (iv) any other information
 relating to the shareholder that would be
required to be disclosed in a proxy statement or other filings required
to be made in connection with the
solicitation of proxies with respect to the matter(s) proposed pursuant
to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder; (v) the number of all Shares
of the Trust owned beneficially and of
record by such shareholder; (vi) any material interest of such shareholder
in the matter proposed (other than as
a shareholder); (vii) a representation that the shareholder intends t
 appear in person or by proxy at the
shareholder meeting to act on the matter(s) proposed; (viii) if the
proposal involves nominee(s) for Trustees, a
description of all arrangements or understandings between the shareholder
 and each proposed nominee and any other
person or persons (including their names) pursuant to which th
 nomination(s) are to be made by the shareholder;
and (ix) in the case of a Beneficial Owner, evidence establishing
such Beneficial Owners indirect ownership of,
and entitlement to vote, Shares at the meeting of shareholders.  As
 used in this Section 2.2, Shares beneficially
owned shall mean all Shares which such person is deemed to beneficially
 own pursuant to Rules 13d-3 and 13d-5
under the Exchange Act.

         (d)  For any matter to be properly before any special
meeting, the matter must be specified in the
notice of meeting given by or at the direction of a majority of
the Trustees pursuant to Section 2.4 of these
Bylaws.  In the event the Trust calls a special meeting for the
purpose of electing one or more Trustees, any
shareholder may nominate a person or persons (as the case may be)
for election to such position(s) as specified in
the Trusts notice of meeting if and only if the shareholder provides
 a notice containing the information required
in the Shareholder Notice to the secretary required with respect to
 annual meetings by Section 2.2(c) hereof, and
such notice is delivered to or mailed and received at the principal
executive office of the Trust not later than
the close of business on the tenth (10th) day following the day on
 which the date of the special meeting and of
the nominees proposed by a majority of the Trustees to be elected
at such meeting are publicly announced or
disclosed.

         (e)  For purposes of this Section 2.2, a matter shall be
deemed to have been publicly announced or
disclosed if such matter is disclosed in a press release reported

 by the Dow Jones News Service, Associated Press
or comparable national news service, in a document publicly filed by
 the Trust with the Securities and Exchange
Commission, or in a Web site accessible to the public maintained
 by the Trust or by its investment adviser or an
affiliate of such investment adviser with respect to the Trust.

         (f)  In no event shall an adjournment or postponement (or
 a public announcement thereof) of a meeting of
shareholders commence a new time period (or extend any time period)
 for the giving of notice as provided in this
Section 2.2.

         (g)  The person presiding at any meeting of shareholders,
 in addition to making any other determinations
that may be appropriate to the conduct of the meeting, shall have
the power and duty to (i) determine whether a
nomination or proposal of other matters to be brought before a
 meeting and notice thereof have been duly made and
given in the manner provided in this Section 2.2 and elsewhere
 in these Bylaws and the Declaration of Trust and
(ii) if not so made or given, to direct and declare at the meeting
 that such nomination and/or such other matters
shall be disregarded and shall not be considered.  Any determination
 by the person presiding shall be binding on
all parties absent manifest error.

         (h)  Notwithstanding anything to the contrary in this
Section 2.2 or otherwise in these Bylaws, unless
required by federal law, no matter shall be considered at or
 brought before any annual or special meeting unless
such matter has been approved for these purposes by a majority
 of the Trustees and, in particular, no Beneficial
Owner shall have any rights as a shareholder except as may be
required by federal law.  Furthermore, nothing in
this Section 2.2 shall be construed as creating any implication
or presumption as to the requirements of federal
law.

         2.3      Place of Meetings.  All meetings of the shareholders
shall be held at the principal office of
the Trust, or, to the extent permitted by the Declaration of Trust,
 at such other place within the
country-regionplaceUnited States as shall be designated by the Trustees
or the president of the Trust.

         2.4      Notice of Meetings.  A written notice of each meeting
 of shareholders, stating the place, date
and hour and the purposes of the meeting, shall be given at least seven
 days before the meeting to each
shareholder entitled to vote thereat by leaving such notice with him
or at his residence or usual place of
business or by mailing it, postage prepaid, and addressed to such
 shareholder at his address as it appears in the
records of the Trust.  Such notice shall be given by the secretary
or an assistant secretary or by an officer
designated by the Trustees.  No notice of any meeting of shareholders
 need be given to a shareholder if a written
waiver of notice, executed before or after the meeting by such
shareholder or his attorney thereunto duly
authorized, is filed with the records of the meeting.

         2.5      Ballots.  No ballot shall be required for any
 election unless requested by a shareholder
present or represented at the meeting and entitled to vote in

 the election.

         2.6      Proxies.  Shareholders entitled to vote may vote
either in person or by proxy in writing dated
not more than six months before the meeting named therein, which
 proxies shall be filed with the secretary or
other person responsible to record the proceedings of the meeting
 before being voted.  Unless otherwise
specifically limited by their terms, such proxies shall entitle
the holders thereof to vote at any adjournment of
such meeting but shall not be valid after the final adjournment
 of such meeting.  The placing of a shareholders
name on a proxy pursuant to telephonic or electronically transmitted
instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been
authorized by such shareholder shall constitute
execution of such proxy by or on behalf of such shareholder.

                                                Section 3. Trustees

         3.1      Committees  and  Advisory  Board.  The  Trustees  may
 appoint  from  their  number an  executive
committee  and other  committees.  Except as the Trustees may  otherwise
 determine,  any such  committee  may make
rules for conduct of its  business.  The  Trustees  may  appoint an
 advisory  board to consist of not less than two
nor more  than five  members.  The  members  of the  advisory  board
 shall be  compensated  in such  manner as the
Trustees may determine and shall confer with and advise the Trustees
 regarding the  investments  and other affairs
of the  Trust.  Each  member of the  advisory  board  shall hold
 office  until the first  meeting of the  Trustees
following  the next  meeting of the  shareholders  and until his
 successor is elected and  qualified,  or until he
sooner dies, resigns, is removed, or becomes  disqualified,
 or until the advisory board is sooner abolished by the
Trustees.


         In addition,  the Trustees may appoint a Dividend
 Committee of not less than three persons,  who may (but
need not) be Trustees.

         3.2      Regular  Meetings.  Regular  meetings of the  Trustees
may be held without call or notice at such
places  and at such  times as the  Trustees  may from time to time
 determine,  provided  that  notice of the first
regular meeting following any such determination shall be given to
absent Trustees.

         3.3      Special  Meetings.  Special  meetings  of the  Trustees
 may be held at any time and at any place
designated  in the call of the meeting,  when called by the board chair,
 the  president or the treasurer or by two
or more  Trustees,  sufficient  notice  thereof  being  given to each
  Trustee  by the  secretary  or an  assistant
secretary or by the board chair, the officer or one of the Trustees
calling the meeting.

         3.4      Notice.  It shall be sufficient  notice to a Trustee
 to send notice by mail at least  forty-eight
hours or by telegram at least  twenty-four  hours  before the meeting
 addressed to the Trustee at his or her usual
or last known  business or  residence  address or to give notice to him
or her in person or by  telephone  at least
twenty-four  hours  before the meeting.  Notice of a meeting  need not
be given to any Trustee if a written  waiver
of notice,  executed by him or her before or after the  meeting,
 is filed with the records of the  meeting,  or to
any Trustee who attends the meeting without  protesting  prior thereto
or at its commencement the lack of notice to
him or her.  Neither notice of a meeting nor a waiver of a notice need
 specify the purposes of the meeting.

3.5      Quorum.  At any meeting of the  Trustees  one-third  of the
 Trustees  then in office  shall  constitute a
quorum;  provided,  however,  a quorum shall not be less than two
  Any meeting may be adjourned  from time to time
by a majority  of the votes cast upon the  question,  whether or not a
quorum is  present,  and the  meeting may be
held as adjourned without further notice.

                            Section 4. Officers and Agents

4.1      Enumeration; Qualification.  The officers of the Trust shall be
a president, a treasurer and a secretary
who shall be elected by the Trustees.  In addition, there shall be an
 Independent Chief Compliance Officer, who
shall be elected or appointed by a majority of the Trustees, including
a majority of the Trustees who are not
interested persons of the Trust as defined under the Investment Company
Act of 1940 (the 1940 Act) (the
Independent Trustees), and otherwise in accordance with rule 38a-1 (or
 any successor rule) thereunder, as such
rule may be amended from time to time (Rule 38a-1).  The Trustees from
 time to time may in their discretion elect
or appoint  such other officers, if any, as the business of the Trust
 may require pursuant to section 4.3 of
these By-Laws.  The Trust may also have such agents, if any, as the
 Trustees from time to time may in their
discretion appoint.  Any officer may be but none need be a Trustee or
 shareholder.  Any two or more offices may
be held by the same person.

4.2      Powers.  Subject to the other provisions of these By-Laws,
 each officer shall have, in addition to the
duties and powers herein and in the Declaration of Trust set forth,
 such duties and powers as are commonly
incident to his or her office as if the Trust were organized as a
Massachusetts business corporation and such
other duties and powers as the Trustees may from time to time designate,
 including without limitation the power
to make purchases and sales of portfolio securities of the Trust
pursuant to recommendations of the Trusts
investment adviser in accordance with the policies and objectives
of the Trust set forth in its prospectus and
with such general or specific instructions as the Trustees may
from time to time have issued.  The Independent
Chief Compliance Officer shall perform the duties and have the
 responsibilities of the chief compliance officer
of the Trust in accordance with Rule 38a-1, and shall perform
such other duties and have such other
responsibilities as from time to time may be assigned to him
 by the Trustees. The Independent Chief Compliance
Officer shall report directly to the Trustees or a Committee
 of the Trustees in carrying out his functions.

4.3      Election.  The president, the treasurer and the secretary
 shall be elected annually by the Trustees at
their first meeting following the annual meeting of the shareholders.
 The Independent Chief Compliance Officer
shall be elected pursuant to Section 4.1 of these By-Laws.  Other
elected officers, if any, may be elected or
appointed by the Trustees at said meeting or at any other time.
 Assistant officers may be appointed by the
elected officers.

4.4      Tenure.  The president, the treasurer, the secretary and
the Independent Chief Compliance Officer shall
hold office until their respective successors are chosen and
 qualified, or in each case until he or she sooner
dies, resigns, is removed or becomes disqualified, provided
 that any removal of the Independent Chief Compliance
Officer shall also require the vote or consent of a majority
of the Independent Trustees and otherwise be in
accordance with the provisions of Rule 38a-1.  Each other officer
shall hold office at the pleasure of the
Trustees.  Each agent shall retain his or her authority at the
pleasure of the Trustees.

4.5      President and Vice Presidents.  The president shall be the
 chief executive officer of the Trust.  The
president shall preside at all meetings of the shareholders at which
 he or she is present, except as otherwise
voted by the Trustees.  Any vice president shall have such duties and
powers as shall be designated from time to
time by the Trustees.

4.6      Treasurer, Controller and Chief Accounting Officer.  The treasurer
shall be the chief financial officer
of the Trust and, subject to any arrangement made by the Trustees with
 a bank or trust company or other
organization as custodian or transfer or shareholder services agent,
shall be in charge of its valuable papers
and shall have such duties and powers as shall be designated from
time to time by the Trustees or by the
president.  Any assistant treasurer shall have such duties and powers
as shall be designated from time to time by
the Trustees.

         The controller  shall be the officer of the Trust primarily
 responsible for ensuring all  expenditures of
the Trust are reasonable and  appropriate.  The controller  shall
be responsible  for oversight and  maintenance of
liquidity  and  leverage  facilities  available  to the Trust and
shall have such other duties and powers as may be
designated from time to time by the Trustees or the President.

         The chief accounting officer of the Trust shall be in charge
of its books and accounting records.  The
chief accounting officer shall be responsible for preparation of
financial statements of the Trust and shall have
such other duties and powers as may be designated from time to
time by the Trustees or the President.

4.7      Secretary and Assistant Secretaries.  The secretary
shall record all proceedings of the shareholders and
the Trustees in books to be kept therefor, which books shall
 be kept at the principal office of the Trust.  In
the absence of the secretary from any meeting of shareholders
 or Trustees, an assistant secretary, or if there be
none or he or she is absent, a temporary clerk chosen at the
meeting shall record the proceedings thereof in the
aforesaid books.

         4.8       Board Chair.  The Trustees shall annually
elect one of their number to serve as their chair.
The board chair shall hold such position until his or he
 successor is chosen and qualified, or until he or she
sooner dies, resigns, is removed or becomes disqualified.
 The board chair shall hold such position at the
pleasure of the Trustees.  The board chair shall preside at all
 meetings of the Trustees at which he or she is
present and shall perform any other duties and responsibilities
prescribed from time to time by the Trustees.  In
the absence of the board chair, or in the event that such position
is vacant, the Trustees present at any meeting
shall designate one of their number to preside at such meeting.
 The board chair shall not be considered an
officer of the Trust.


                                       Section 5. Resignations and Removals

         Any Trustee, officer or advisory board member may resign at
 any time by delivering his or her
resignation in writing to the president, the treasurer or the
secretary or to a meeting of the Trustees.  The
Trustees may remove any officer elected by them with or without cause
by the vote or consent of a majority of the
Trustees then in office provided that any removal of the Independent
 Chief Compliance Officer shall also require
the vote or consent of a majority of the Independent Trustees and
otherwise be in accordance with Rule 38a-1.
Except to the extent expressly provided in a written agreement with
the Trust, no Trustee, officer, or advisory
board member resigning, and no officer or advisory board member removed
 shall have any right to any compensation
for any period following his or her resignation or removal, or any right
 to damages on account of such removal.

                                               Section 6. Vacancies

         A vacancy in any office may be filled at any time.  Each
 successor shall hold office for the unexpired
term, and in the case of the president, the treasurer and the secretary,
until his or her successor is chosen and
qualified, or in each case until he or she sooner dies, resigns, is
removed or becomes disqualified.  A vacancy
in the office of the Independent Chief Compliance Officer shall be
filled in accordance with Section 4.1 of these
By-Laws.

                                     Section 7. Shares of Beneficial Interest

         7.1      Share  Certificates.  In lieu of issuing  certificates
 for shares,  the Trustees or the transfer
agent shall keep accounts upon the books of the Trust for the record
 holders of such shares.

         7.2      Discontinuance  of Issuance of  Certificates.  The
 Trustees  have  discontinued  the issuance of
share  certificates and may, by written notice to each shareholder,
 require the surrender of share certificates to
the Trust for  cancellation.  Such  surrender  and  cancellation
shall not affect the  ownership  of shares in the
Trust.


 Section 8. Record Date and Closing Transfer Books

         The  Trustees  may fix in  advance a time,  which  shall not
 be more than 90 days  before  the date of any
meeting  of  shareholders  or the date for the  payment  of any
 dividend  or making of any other  distribution  to
shareholders,  as the record date for determining the  shareholders
 having the right to notice and to vote at such
meeting and any adjournment  thereof or the right to receive such
dividend or  distribution,  and in such case only
shareholders  of record on such record date shall have such right,
 notwithstanding  any  transfer of shares on the
books of the Trust after the record  date;  or without  fixing such
  record date the  Trustees  may for any of such
purposes close the transfer books for all or any part of such period.



                                                  Section 9. Seal

         The seal of the Trust shall,  subject to alteration by the
 Trustees,  consist of a flat-faced circular die
with the word Massachusetts  together with the name of the Trust and
the year of its organization,  cut or engraved
thereon;  but, unless otherwise required by the Trustees,  the seal
shall not be necessary to be placed on, and its
absence shall not impair the validity of, any document,  instrument
or other paper  executed and delivered by or on
behalf of the Trust.

                                          Section 10. Execution of Papers

         Except as the Trustees may  generally or in  particular  cases
authorize  the  execution  thereof in some
other manner, all deeds, leases,  transfers,  contracts,  bonds, notes,
 checks,  drafts and other obligations made,
accepted or endorsed by the Trust shall be signed,  and all  transfers
of  securities  standing in the name of the
Trust shall be executed,  by the  president or by one of the vice
presidents  or by the treasurer or by whomsoever
else shall be designated for that purpose by the vote of the Trustees and
need not bear the seal of the Trust.

                                              Section 11. Fiscal Year

         Except as from time to time  otherwise  provided by the  Trustees,
  President,  Secretary,  Controller  or
Treasurer the fiscal year of the Trust shall end on October 31.

                                              Section 12. Amendments

         These  By-Laws may be amended or  repealed,  in whole or in part,
  by a majority of the  Trustees  then in
office at any meeting of the Trustees, or by one or more writings signed by
 such a majority.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77D POLICIES
<SEQUENCE>3
<FILENAME>d77.txt
<TEXT>

                                  SUB-ITEM 77D

The Board of Trustees of MFS Intermediate  High Income Fund ("CIH") has approved
changes to the investment objective and policies of the fund. Effective December
21, 2007,  CIH's  investment  strategy of seeking "high current income and total
return by investing  primarily in  lower-rated  corporate debt  securities"  was
revised to provide that CIH will seek "high current income but may also consider
capital  appreciation."  Significant changes to CIH's investment  strategies are
discussed below.

The  investment  strategy  stating  the  fund may  invest  in  securities  rated
"Ca"/"CC"  only if the advisor  believes such  securities  are of higher quality
than the rating has been eliminated.

The fund's investment  strategy stating the fund primarily invests in securities
rated  "BBB"/"Baa" and lower,  but may invest up to 100% of its assets in higher
rated  securities  has  been  eliminated  and the  fund's  principal  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 fund's  investment  strategy  was  changed  from a  dollar-weighted  average
maturity of between 3 and 10 years to, "The fund's dollar-weighted  average life
will normally be between three and ten years."

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

- - 20% in common stocks, usually associated with warrants; and - Less than 25% in
foreign securities.


<PAGE>


                             AMENDMENT TO INVESTMENT

                               ADVISORY AGREEMENT

AMENDMENT  dated as of December 18, 2007 to the  Investment  Advisory  Agreement
dated June 29,  2007 by and  between  MFS  Intermediate  High  Income  Fund (the
"Trust"),  and Massachusetts  Financial Services Company, a Delaware corporation
(the "Adviser") (the "Agreement").

                                   WITNESSETH

WHEREAS, the Trust has entered into the Agreement with the Adviser; and

WHEREAS, the Trust and the Adviser have agreed to amend the Agreement as
provided below;

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:

         Appendix A Compensation of the Adviser:  Appendix A of the Agreement is
deleted and replaced in its entirety as follows:

         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 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           (% of Funds average daily
such month)                         x    total assets represented by    -
                                         leverage as of the last day
                                         of such month)


(interest and other borrowing expenses
associated with leverage for such
month)


         Miscellaneous:  Except  as set  forth in this  Amendment,  the
Agreement  shall  remain in full  force  and  effect,  without
         -------------
amendment or modification.

         Limitation of Liability of the Trustees and Shareholders: A copy of the
Trust's  Declaration  of Trust is on file  with  the  Secretary  of State of The
Commonwealth  of  Massachusetts.   The  parties  hereto   acknowledge  that  the
obligations of or arising out of this instrument 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 in accordance  with
its proportionate interest hereunder.


<PAGE>


         IN WITNESS  WHEREOF,  the parties  have caused  this  Amendment  to the
Agreement to be executed  and  delivered in the names and on their behalf by the
undersigned,  therewith duly authorized,  all as of the day and year first above
written.

                                              MFS INTERMEDIATE HIGH INCOME FUND


                                              By: _SUSAN S. NEWTON___
                                               -------------------
                                              Susan S. Newton
                                              Assistant Secretary

                                        MASSACHUSETTS FINANCIAL SERVICES COMPANY


                                              By: __ROBERT J.MANNING__

                                             Robert J. Manning
                                             President
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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