<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
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