<DOCUMENT>
<TYPE>EX-99.2B BYLAWS
<SEQUENCE>4
<FILENAME>phkbylaw.txt
<DESCRIPTION>BYLAWS
<TEXT>

                             THIRD AMENDED AND RESTATE
                                          BYLAWS
                                            of
                                  PIMCO HIGH INCOME FUND

                      (Amended and Restated as of December 11, 2008)

                                        ARTICLE 1
                 Agreement and Declaration of Trust and Principal Office

   1.1 Principal Office of the Trust.  A principal office of the Trust shall be
located in New York, New York.  The Trust may have other principal offices
within or without Massachusetts as the Trustees may determine or as they may
authorize.

   1.2 Agreement and Declaration of Trust.  These Third Amended and Restated
Bylaws (the "Bylaws") shall be subject to the Agreement and Declaration of
Trust, as amended or restated from time to time (the "Declaration of Trust"), of
PIMCO High Income Fund, the Massachusetts business trust established by the
Declaration of Trust (the "Trust").  Capitalized terms used in these Bylaws and
not otherwise defined herein shall have the meanings given to such terms in the
Declaration of Trust.

                                     ARTICLE 2
                               Meetings of Trustees

   2.1 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.  A regular meeting of the
Trustees may be held without call or notice immediately after and at the same
place as the annual meeting of the Shareholders (as defined in the Declaration
of Trust).

   2.2 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
Chairman, 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 officer or the Trustees calling the meeting.

   2.3  Notice. It shall be sufficient notice to a Trustee of a special meeting
to send notice by mail at least forty-eight hours or by telegram, telex or
telecopy or other electronic facsimile transmission method 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.

   2.4 Quorum.  At any meeting of the Trustees a majority of the Trustees then
in office shall constitute a quorum. 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.

                                     ARTICLE 3
                       Officers and Chairman of the Trustees

   3.1	Enumeration; Qualification. The officers of the Trust shall be a
President, a Treasurer, a Secretary, a Chief Compliance Officer and such other
officers, if any, as the Trustees from time to time may in their discretion
elect.  The Trust may also have such agents as the Trustees from time to time
may in their discretion appoint. Any officer may but need not be a Trustee or a
Shareholder.  Any two or more offices may be held by the same person.

   3.2	Election.  The President, the Treasurer, and the Secretary shall be
elected annually by the Trustees.  Other officers, if any, may be elected or
appointed by the Trustees at the same meeting at which the President, Treasurer
and Secretary are elected, or at any other time.  If required by the 1940 Act,
the Chief Compliance Officer shall be elected or appointed by a majority of the
trustees, as well as a majority of the Trustees who are not Interested Persons
of the Trust ("Independent Trustees"), and otherwise in accordance with Rule
38a-1 (or any successor rule) under the 1940 Act, as such rule may be amended
from time to time ("Rule 38a-1"). Vacancies in any office may be filled at any
time.

   3.3	Tenure.  The Chairman of the Trustees, if one is elected, the President,
the Treasurer, the Secretary and the 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 with or without cause or
becomes disqualified, provided that, if required by the 1940 Act, any renewal of
the Chief Compliance Officer shall be in accordance with Rule 38a-1.  Each other
officer shall hold office and each agent of the Trust shall retain authority at
the pleasure of the Trustees.

   3.4	Powers.  Subject to the other provisions of these Bylaws, 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 the
office occupied by him or her 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.

   3.5	Chairman of the Trustees. There shall be an office of the Chairman of
the Trustees, which shall serve of behalf of the Trustees, but shall not be an
officer of the Trust. The office of the Chairman of the Trustees may be held by
more than one person.  Any Chairman of the Trustees shall be elected by a
majority of the Trustees, as well as a majority of the Independent Trustees if
required by the 1940 Act.  If required by the 1940 Act, any Chairman of the
Trustees shall be an Independent Trustee and may, but need not, be a
shareholder.  The powers and the duties of the Chairman of the Trustees shall
include any and all such powers and duties relating to the operations of the
Trustees as, from time to time, may be conferred upon or assigned to such office
by the Trustees or as may be required by law, provided that the Chairman of the
Trustees shall have no individual authority to act for the Trust as an officer
of the Trust.  In carrying out the responsibilities and duties of the office,
the Chairman of the Trustees may seek assistance and input from other Trustees
or Committees of the Trustees, officers of the Trust and the Trusts investment
adviser(s) and other service providers, as deemed necessary or appropriate.  The
Trustees, including a majority of the Independent Trustees if required by the
1940 Act, may appoint one or more persons to perform the duties of the Chairman
of the Trustees, in the event of his absence at any meeting or in the event of
his disability.

   3.6	President; Vice President.  The President shall be the chief executive
officer.  Any Vice President shall have such duties and powers as may be
designated from time to time by the Trustees or the President.

   3.7	Treasurer; Assistant Treasurer.  The Treasurer shall be the chief
financial and accounting officer of the Trust, and shall, subject to the
provisions of the Declaration of Trust and to any arrangement made by the
Trustees with a custodian, investment adviser, sub-adviser or manager, or
transfer, shareholder servicing or similar agent, be in charge of the valuable
papers, books of account and accounting records of the Trust, and shall have
such other duties and powers as may be designated from time to time by the
Trustees or by the President.  Any Assistant Treasurer shall have such duties
and powers as may be designated from time to time by the Trustees or the
President.

   3.8	Secretary; Assistant Secretary.  The Secretary shall record all
proceedings of the Shareholders and the Trustees in books to be kept therefor,
which books or a copy thereof shall be kept at the principal office of the
Trust.  In the absence of the Secretary from any meeting of the Shareholders or
Trustees, an Assistant Secretary, or if there be none or if he or she is absent,
a temporary secretary chosen at such meeting shall record the proceedings
thereof in the aforesaid books.  Any Assistant Secretary shall have such duties
and powers as may be designated from time to time by the Trustees or the
President.

   3.9	Chief Compliance Officer.  The Chief Compliance Officer shall perform
the duties and have the responsibilities of the chief compliance officer of the
Trust, including if required by the 1940 Act any such duties and
responsibilities imposed by Rule 38a-1, and shall have such other duties and
powers as may be designated from time to time by the Trustees.

   3.10	Resignations.  Any officer may resign at any time by written instrument
signed by him or her and delivered to the Chairman of the Trustees, if any, the
President or the Secretary, or to a meeting of the Trustees.  Such resignation
shall be effective upon receipt unless specified to be effective at some other
time.  Except to the extent expressly provided in a written agreement with the
Trust, no officer resigning and no officer 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.

                                     ARTICLE 4
                                    Committees

   4.1 Quorum; Voting.  Except as provided below or as otherwise specifically
provided in the resolutions constituting a Committee of the Trustees and
providing for the conduct of its meetings, a majority of the members of any
Committee of the Trustees shall constitute a quorum for the transaction of
business, and any action of such a Committee may be taken at a meeting by a vote
of a majority of the members present (a quorum being present) or evidenced by
one or more writings signed by such a majority.  Members of a Committee may
participate in a meeting of such Committee by means of a conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.

   With respect to a Valuation Committee of the Trustees, one or more of the
Committee members shall constitute a quorum for the transaction of business.

   Except as specifically provided in the resolutions constituting a Committee
of the Trustees and providing for the conduct of its meetings, Article 2,
Sections 2.2 and 2.3 of these Bylaws relating to special meetings shall govern
the notice requirements for Committee meetings, except that it shall be
sufficient notice to a Valuation Committee of the Trustees to send notice by
telegram, telex or telecopy or other electronic means (including by telephone
voice-message or email) at least fifteen minutes before the meeting.

                                     ARTICLE 5
                                      Reports

   5.1 General.  The Trustees and officers shall render reports at the time and
in the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.

                                       ARTICLE 6
                                      Fiscal Year

   6.1 General.  Except as from time to time otherwise provided by the Trustees,
the initial fiscal year of the Trust shall end on such date as is determined in
advance or in arrears by the Treasurer, and the subsequent fiscal years shall
end on such date in subsequent years.

                                       ARTICLE 7
                                          Seal

   7.1 General.  The seal of the Trust shall, subject to alteration by the
Trustees, consist of a flat-faced die with the word "Massachusetts", together
with the name of the Trust and the year of its organization cut or engraved
thereon; provided, however, that 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.

                                      ARTICLE 8
                                  Execution of Papers

   8.1 General.  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 executed by the President, any Vice
President, the Treasurer or by whomever else shall be designated for that
purpose by vote of the Trustees, and need not bear the seal of the Trust.

                                      ARTICLE 9
                             Issuance of Share Certificates

   9.1 Share Certificates. Except as provided in Article 11 hereof, each
Shareholder shall be entitled to a certificate stating the number of Shares (as
defined in the Declaration of Trust) owned by him or her, in such form as shall
be prescribed from time to time by the Trustees.  Such certificates shall be
signed by the President or any Vice President and by the Treasurer or any
Assistant Treasurer.  Such signatures may be by facsimile if the certificate is
signed by a transfer agent, or by a registrar, other than a Trustee, officer or
employee of the Trust.  In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall cease to be such officer
before such certificate is issued, it may be issued by the Trust with the same
effect as if he or she were such officer at the time of its issuance.

   Notwithstanding the foregoing, in lieu of issuing certificates for Shares,
the Trustees or the transfer agent may either issue receipts therefor or may
keep accounts upon the books of the Trust for the record holders of such Shares,
who shall in either case be deemed, for all purposes hereunder, to be the
holders of certificates for such Shares as if they had accepted such
certificates and shall be held to have expressly assented and agreed to the
terms hereof.

   9.2 Loss of Certificates.  In case of the alleged loss or destruction or the
mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees shall prescribe.

   9.3 Issuance of New Certificates to Pledgee.  A pledgee of Shares transferred
as collateral security shall be entitled to a new certificate if the instrument
of transfer substantially describes the debt or duty that is intended to be
secured thereby. Such new certificate shall express on its face that it is held
as collateral security, and the name of pledgor shall be stated thereon, who
alone shall be liable as a Shareholder and entitled to vote thereon.

   9.4 Discontinuance of Issuance of Certificates. Notwithstanding anything to
the contrary in this Article 9, the Trustees may at any time discontinue 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 effect the ownership of Shares in the
Trust.

                                      ARTICLE 10
                        Shareholders' Voting Powers and Meetings

   10.1 Voting Powers. The Shareholders shall have power to vote only (i) for
the election or removal of Trustees as provided in Article IV, Sections 1 and 3
of the Declaration of Trust and Article 11 hereto, (ii) with respect to any
Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration
of Trust to the extent required by the 1940 Act, (iii) with respect to certain
transactions and other matters to the extent and as provided in Article V,
Sections 2 and 3 of the Declaration of Trust and Article 11 hereto, (iv) with
respect to any termination of this Trust to the extent and as provided in
Article IX, Section 4 of the Declaration of Trust and Article 11 hereto (for the
avoidance of any doubt, Shareholders shall have no separate right to vote with
respect to the termination of the Trust or a series or class of Shares if the
Trustees (including the Continuing Trustees) exercise their right to terminate
the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX,
Section 4 of the Declaration of Trust), (v) with respect to any amendment of the
Declaration of Trust to the extent and as provided in Article IX, Section 7 of
the Declaration of Trust and Articles 11 and 12 hereto, (vi) to the same extent
as the stockholders of a Massachusetts business corporation as to whether or not
a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Trust or the
Shareholders, and (vii) with respect to such additional matters relating to the
Trust as may be required by law, the Declaration of Trust, these Bylaws or any
registration of the Trust with the Securities and Exchange Commission (or any
successor agency) or any state, or as the Trustees may consider necessary or
desirable.  Each whole Share shall be entitled to one vote as to any matter on
which it is entitled to vote and each fractional Share shall be entitled to a
proportionate fractional vote, except as otherwise provided in the Declaration
of Trust, these Bylaws, or required by applicable law.  Except as otherwise
provided in the Declaration of Trust or in respect of the terms of a class of
preferred shares of beneficial interest of the Trust as reflected in these
Bylaws or required by applicable law, all Shares of the Trust then entitled to
vote shall be voted in the aggregate as a single class without regard to classes
or series of Shares.  There shall be no cumulative voting in the election of
Trustees.  Shares may be voted in person or by proxy.  A proxy with respect to
Shares held in the name of two or more persons shall be valid if executed by any
one of them unless at or prior to exercise of the proxy the Trust receives a
specific written notice to the contrary from any one of them. The placing of a
Shareholder's 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.  A proxy
purporting to be executed by or on behalf of a Shareholder shall be deemed valid
unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. Until Shares of a particular class or
series are issued, the Trustees may exercise all rights of Shareholders and may
take any action required by law, the Declaration of Trust or these Bylaws to be
taken by Shareholders as to such class or series.

   10.2 Voting Power and 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 Common 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 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 the Trustees and held in lieu of
such meeting with the same effect as if held within such annual period.  Special
meetings of the Shareholders or any or all classes or series of Shares may also
be called by the Trustees from time to time for such other purposes as may be
prescribed by law, by the Declaration of Trust or by these Bylaws, or for the
purpose of taking action upon any other matter deemed by a majority of the
Trustees and a majority of the Continuing Trustees to be necessary or desirable.
A special meeting of Shareholders may be held at any such time, day and place as
is designated by the Trustees.  Written notice of any meeting of Shareholders,
stating the date, time, place and purpose of the meeting, shall be given or
caused to be given by a majority of the Trustees and a majority of the
Continuing Trustees at least seven days before such meeting to each Shareholder
entitled to vote thereat by leaving such notice with the Shareholder at his or
her residence or usual place of business or by mailing such notice, postage
prepaid, to the Shareholder's address as it appears on the records of the Trust.
Such notice may be given by the Secretary or an Assistant Secretary or by any
other officer or agent designated for such purpose by the Trustees.  Whenever
notice of a meeting is required to be given to a Shareholder under the
Declaration of Trust or these Bylaws, a written waiver thereof, executed before
or after the meeting by such Shareholder or his or her attorney thereunto
authorized and filed with the records of the meeting, shall be deemed equivalent
to such notice.  Notice of a meeting need not be given to any Shareholder who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to such Shareholder.  No ballot shall be required for any
election unless required by a Shareholder present or represented at the meeting
and entitled to vote in such election. Notwithstanding anything to the contrary
in this Section 10.2, no matter shall be properly before any annual or special
meeting of Shareholders and no business shall be transacted thereat unless in
accordance with Section 10.6 of these Bylaws.

   10.3 Quorum and Required Vote. Except when a larger quorum is required by any
provision of law or the Declaration of Trust or these Bylaws, thirty percent
(30%) of the Shares entitled to vote on a particular matter shall constitute a
quorum for the transaction of business at a Shareholders' meeting, except that
where any provision of law or the Declaration of Trust or these Bylaws permits
or requires that holders of any class or series of Shares shall vote as an
individual class or series, then thirty percent (30%) (unless a larger quorum is
required as specified above) of Shares of that class or series entitled to vote
shall be necessary to constitute a quorum for the transaction of business by
that class or series. Any lesser number shall be sufficient for adjournments.
Any adjourned session or sessions may be held, within a reasonable time after
the date set for the original meeting, without the necessity of further notice.
Except when a different vote is required by any provision of law or the
Declaration of Trust or these Bylaws, a plurality of the quorum of Shares
necessary for the transaction of business at a Shareholders' meeting shall
decide any questions and a plurality of Shares voted shall elect a Trustee,
provided that where any provision of law or of the Declaration of Trust or these
Bylaws permits or requires that the holders of any class or series of Shares
shall vote as an individual class or series, then a plurality of the quorum of
Shares of that class or series necessary for the transaction of business by that
class or series at a Shareholders' meeting shall decide that matter insofar as
that class or series is concerned.

   10.4 Action by Written Consent.  Any action taken by Shareholders may be
taken without a meeting if a majority of Shareholders entitled to vote on the
matter (or such larger proportion thereof as shall be required by any express
provision of law or the Declaration of Trust or these Bylaws) consent to the
action in writing and such written consents are filed with the records of the
meetings of Shareholders. Such consent shall be treated for all purposes as a
vote taken at a meeting of Shareholders.

   10.5 Record Dates.  For the purpose of determining the Shareholders who are
entitled to vote or act at any meeting or any adjournment thereof, or who are
entitled to receive payment of any dividend or of any other distribution, the
Trustees may from time to time fix a time, which shall be not more than 90 days
before the date of any meeting of Shareholders or the date for the payment of
any dividend or of any other distribution, as the record date for determining
the Shareholders having the right to notice of 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 the
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 register or transfer books for all or any part of such
period.

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

        (a) As used in this Section 10.6, 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
   10.2 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 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 10.6. Only persons who are nominated in accordance with the
   procedures set forth in this Section 10.6 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 transacted
   unless in accordance with the procedures set forth in this Section 10.6,
   except as may be otherwise provided in these Bylaws with respect to the right
   of holders of preferred shares of beneficial interest, if any, of the Trust
   to nominate and elect a specified number of Trustees in certain
   circumstances.

        (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 and a majority of the Continuing Trustees
   pursuant to Section 10.2 of these Bylaws, (ii) otherwise brought before the
   meeting by or at the direction of a majority of the Continuing Trustees (or
   any duly authorized committee thereof), or (iii) brought before the meeting
   in the manner specified in this Section 10.6(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 10.6(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 mailed its proxy materials for the prior year's annual
   meeting; provided, however, with respect to the annual meeting to be held in
   the calendar year 2003, the Shareholder Notice must be so delivered or mailed
   and so received on or before May 1, 2003; provided further, however, if and
   only if the 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"), such 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 class or series
   and number of all Shares of the 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, 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 10.6(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 Shareholder's name and address as
   they appear on the Trust's 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
   class or series and 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 to 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 the
   nomination(s) are to be made by the Shareholder; and (ix) in the case of a
   Beneficial Owner, evidence establishing such Beneficial Owner's indirect
   ownership of, and entitlement to vote, Shares at the meeting of Shareholders.
   As used in this Section 10.6, 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  and  a  majority  of the
   Continuing Trustees  pursuant  to Section 10.2   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
   Trust's  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
   10.6(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  the Trustees
   to  be elected at  such meeting are publicly announced or disclosed.

        (e)  For purposes of this Section 10.6, 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 10.6.

        (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
   10.6 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 10.6 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 Continuing
   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 10.6 shall be construed as creating any implication or
   presumption as to the requirements of federal law.

                                       ARTICLE 11
   Statement Creating Five Series of Auction Rate Cumulative Preferred Shares

    Auction Rate Cumulative Preferred Shares, Series M:  7,200 preferred shares
of beneficial interest, par value $0.00001 per share, liquidation preference
$25,000 per share plus an amount equal to accumulated but unpaid dividends
(whether or not earned or declared) thereon, is hereby designated "Auction Rate
Cumulative Preferred Shares, Series M."  Each share of Auction Rate Cumulative
Preferred Shares, Series M (sometimes referred to herein as "Series M Preferred
Shares") may be issued on a date to be determined by the Board of Trustees of
the Trust or pursuant to their delegated authority; have an Initial Dividend
Rate and an Initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Trustees of the Trust or pursuant to their
delegated authority; and have such other preferences, voting powers, limitations
as to dividends, qualifications and terms and conditions of redemption as are
set forth in these Bylaws.  The Series M Preferred Shares shall constitute a
separate series of preferred shares of beneficial interest of the Trust, and
each share of Series M Preferred Shares shall be identical.

    Auction Rate Cumulative Preferred Shares, Series T: 7,200 preferred shares
of beneficial interest, par value $0.00001 per share, liquidation preference
$25,000 per share plus an amount equal to accumulated but unpaid dividends
(whether or not earned or declared) thereon, is hereby designated "Auction Rate
Cumulative Preferred Shares, Series T."  Each share of Auction Rate Cumulative
Preferred Shares, Series T (sometimes referred to herein as "Series T Preferred
Shares") may be issued on a date to be determined by the Board of Trustees of
the Trust or pursuant to their delegated authority; have an Initial Dividend
Rate and an Initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Trustees of the Trust or pursuant to their
delegated authority; and have such other preferences, voting powers, limitations
as to dividends, qualifications and terms and conditions of redemption as are
set forth in these Bylaws.  The Series T Preferred Shares shall constitute a
separate series of preferred shares of beneficial interest of the Trust, and
each share of Series T Preferred Shares shall be identical.

    Auction Rate Cumulative Preferred Shares, Series W: 7,200 preferred shares
of beneficial interest, par value $0.00001 per share, liquidation preference
$25,000 per share plus an amount equal to accumulated but unpaid dividends
(whether or not earned or declared) thereon, is hereby designated "Auction Rate
Cumulative Preferred Shares, Series W."  Each share of Auction Rate Cumulative
Preferred Shares, Series W (sometimes referred to herein as "Series W Preferred
Shares") may be issued on a date to be determined by the Board of Trustees of
the Trust or pursuant to their delegated authority; have an Initial Dividend
Rate and an Initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Trustees of the Trust or pursuant to their
delegated authority; and have such other preferences, voting powers, limitations
as to dividends, qualifications and terms and conditions of redemption as are
set forth in these Bylaws.  The Series W Preferred Shares shall constitute a
separate series of preferred shares of beneficial interest of the Trust, and
each share of Series W Preferred Shares shall be identical.

    Auction Rate Cumulative Preferred Shares, Series TH: 7,200 preferred shares
of beneficial interest, par value $0.00001 per share, liquidation preference
$25,000 per share plus an amount equal to accumulated but unpaid dividends
(whether or not earned or declared) thereon, is hereby designated "Auction Rate
Cumulative Preferred Shares, Series TH."  Each share of Auction Rate Cumulative
Preferred Shares, Series TH (sometimes referred to herein as "Series TH
Preferred Shares") may be issued on a date to be determined by the Board of
Trustees of the Trust or pursuant to their delegated authority; have an Initial
Dividend Rate and an Initial Dividend Payment Date as shall be determined in
advance of the issuance thereof by the Board of Trustees of the Trust or
pursuant to their delegated authority; and have such other preferences, voting
powers, limitations as to dividends, qualifications and terms and conditions of
redemption as are set forth in these Bylaws.  The Series TH Preferred Shares
shall constitute a separate series of preferred shares of beneficial interest of
the Trust, and each share of Series TH Preferred Shares shall be identical.

    Auction Rate Cumulative Preferred Shares, Series F:  7,200 preferred shares
of beneficial interest, par value $0.00001 per share, liquidation preference
$25,000 per share plus an amount equal to accumulated but unpaid dividends
(whether or not earned or declared) thereon, is hereby designated "Auction Rate
Cumulative Preferred Shares, Series F."  Each share of Auction Rate Cumulative
Preferred Shares, Series F (sometimes referred to herein as "Series F Preferred
Shares") may be issued on a date to be determined by the Board of Trustees of
the Trust or pursuant to their delegated authority; have an Initial Dividend
Rate and an Initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Trustees of the Trust or pursuant to their
delegated authority; and have such other preferences, voting powers, limitations
as to dividends, qualifications and terms and conditions of redemption as are
set forth in these Bylaws.  The Series F Preferred Shares shall constitute a
separate series of preferred shares of beneficial interest of the Trust, and
each share of Series F Preferred Shares shall be identical.

    11.1 Definitions. (a) Unless the context or use indicates another or
different meaning or intent, in Article 11 of these Bylaws the following terms
have the following meanings, whether used in the singular or plural:

    "'AA' Financial Composite Commercial Paper Rate" on any date means (i) (A)
the Interest Equivalent of the 7-day rate (in the case of a Dividend Period
which is a 7- Day Dividend Period or shorter), the 30-day rate (for Dividend
Periods greater than 7 days but fewer than or equal to 31 days), the 60-day rate
(for Dividend Periods greater than 31 days but fewer than or equal to 61 days)
and the 90- day rate (for Dividend Periods greater than 61 days but fewer than
or equal to 91 days) on commercial paper on behalf of issuers whose corporate
bonds are rated AA by S&P, or the equivalent of such rating by another Rating
Agency, as announced by the Federal Reserve Bank of New York for the close of
business on the Business Day immediately preceding such date; and (B) for
Dividend Periods greater than 91 days but fewer than 184 days, the rate
described in clause (ii) below; or (ii) if the Federal Reserve Bank of New York
does not make available such a rate, or with respect to Dividend Periods greater
than 91 days but fewer than 184 days, then the arithmetic average of the
Interest Equivalent of such rates on commercial paper placed on behalf of such
issuers, as quoted on a discount basis or otherwise by the Commercial Paper
Dealers to the Auction Agent for the close of business on the Business Day
immediately preceding such date (rounded to the next highest one-thousandth
(0.001) of 1%).  If any Commercial Paper Dealer does not quote a rate required
to determine the "AA" Financial Composite Commercial Paper Rate, such rate shall
be determined on the basis of the quotations (or quotation) furnished by the
remaining Commercial Paper Dealers (or Dealer), if any, or, if there are no such
Commercial Paper Dealers, by the Auction Agent.  For purposes of this
definition, (A) "Commercial Paper Dealers" shall mean (1) Citigroup Global
Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated; (2) in lieu
of any thereof, its respective affiliate or successor; and (3) in the event that
any of the foregoing shall cease to quote rates for commercial paper of issuers
of the sort described above, in substitution therefor, a nationally recognized
dealer in commercial paper of such issuers then making such quotations selected
by the Trust, and (B) "Interest Equivalent" of a rate stated on a discount basis
for commercial paper of a given number of days' maturity shall mean a number
equal to the quotient (rounded upward to the next higher one-thousandth (0.001)
of 1%) of (1) such rate expressed as a decimal, divided by (2) the difference
between (x) 1.00 and (y) a fraction, the numerator of which shall be the product
of such rate expressed as a decimal, multiplied by the number of days in which
such commercial paper shall mature and the denominator of which shall be 360.

    "Accountant's Confirmation" has the meaning set forth in Section 11.7(c) of
these Bylaws.

    "ADR" has the meaning set forth in paragraph (iii) of the definition of
"Fitch Eligible Assets."

    "Affiliate" means any Person known to the Auction Agent to be controlled by,
in control of, or under common control with, the Trust.

    "Agent Member" means a member of the Securities Depository that will act on
behalf of a Beneficial Owner of one or more Preferred Shares or on behalf of a
Potential Beneficial Owner.

    "Applicable Percentage" has the meaning set forth in Section 11.10(a)(vi) of
these Bylaws.

    "Applicable Rate" means the rate per annum at which cash dividends are
payable on the Preferred Shares for any Dividend Period.

    "Approved Foreign Nations" has the meaning set forth in the definition of
"Fitch Eligible Assets."

    "Approved Price" means the "fair value" as determined by the Trust in
accordance with the valuation procedures adopted from time to time by the Board
of Trustees of the Trust and for which the Trust receives a mark-to- market
price (which, for the purpose of clarity, shall not mean Market Value) from an
independent source at least semi- annually.

    "Auction" means a periodic operation of the Auction Procedures.

    "Auction Agent" means Deutsche Bank Trust Company Americas unless and until
another commercial bank, trust company or other financial institution appointed
by a resolution of the Board of Trustees of the Trust or a duly authorized
committee thereof enters into an agreement with the Trust to follow the Auction
Procedures for the purpose of determining the Applicable Rate and to act as
transfer agent, registrar, dividend disbursing agent and redemption agent for
the Preferred Shares.

    "Auction Date" has the meaning set forth in Section  11.10(a)(i) of these
Bylaws.

    "Auction Procedures" means the procedures for conducting Auctions set forth
in Section 11.10 of these Bylaws.

    "Bank Loans" means direct purchases of, assignments of, participations in
and other interests in (a) any bank loan or (b) any loan made by an investment
bank, investment fund or other financial institution, provided that such loan
under this clause (b) is similar to those typically made, syndicated, purchased
or participated by a commercial bank or institutional loan investor in the
ordinary course of business.

    "Beneficial Owner" means a customer of a Broker- Dealer who is listed on the
records of that Broker-Dealer (or, if applicable, the Auction Agent) as a holder
of Preferred Shares or a Broker- Dealer that holds Preferred Shares for its own
account.

    "Broker-Dealer" means any broker- dealer, or other entity permitted by law
to perform the functions required of a Broker-Dealer pursuant to Section 11.10
of these Bylaws, that has been selected by the Trust and has entered into a
Broker- Dealer Agreement with the Auction Agent that remains effective.

    "Broker-Dealer Agreement" means an agreement between the Auction Agent and a
Broker-Dealer pursuant to which such Broker- Dealer agrees to follow the
procedures specified in Section 11.10 of these Bylaws.

    "Business Day" means a day on which the New York Stock Exchange is open for
trading and which is not a Saturday, Sunday or other day on which banks in New
York City are authorized or obligated by law to close.

    "Canadian Bonds" has the meaning set forth in the definition of "Fitch
Eligible Assets."

    "Closing Transactions" has the meaning set forth in Section 11.8(a)(i) of
these Bylaws.

    "Commercial Paper Dealers" has the meaning set forth in the definition of
"'AA' Financial Composite Commercial Paper Rate."

    "Common Shares" means the shares of beneficial interest designated as common
shares, par value $0.00001 per share, of the Trust.

    "Cure Date" has the meaning set forth in Section 11.4(a)(ii) of these
Bylaws.

    "Date of Original Issue" means, with respect to any Preferred Share, the
date on which the Trust first issues such share.

    "Debt Securities" has the meaning set forth in paragraph (vI) of the
definition of "Fitch Eligible Assets."

    "Declaration of Trust" means the Amended and Restated Agreement and
Declaration of Trust of the Trust dated April 8, 2003, as from time to time
amended and supplemented.

    "Deposit Securities" means cash and portfolio securities rated at least A2
(having a remaining maturity of 12 months or less), P-1, VMIG-1 or MIG- 1 by
Moody's or A (having a remaining maturity of 12 months or less), A-1+ or SP-1+
by S&P.

    "Discount Factor" means a Fitch Discount Factor or a Moody's Discount
Factor, as applicable.

    "Discounted Value" of any asset of the Trust means the quotient of the
Market Value of an Eligible Asset divided by the applicable Discount Factor,
provided that with respect to an Eligible Asset that is currently callable, the
Discounted Value will be equal to the quotient as calculated above or the call
price, whichever is lower, and that with respect to an Eligible Asset that is
prepayable, the Discounted Value will be equal to the quotient as calculated
above or the par value, whichever is lower.


    "Dividend Payment Date," with respect to Preferred Shares, has the meaning
set forth in Section 11.2(b)(i) of these Bylaws.

    "Dividend Period" means the Initial Dividend Period, any 7-Day Dividend
Period and any Special Dividend Period.

    "Eligible Asset" means a Fitch Eligible Asset (if Fitch Ratings is then
rating the Preferred Shares), a Moody's Eligible Asset (if Moody's is then
rating the Preferred Shares) and/or any asset included in the calculations used
by any Rating Agency then rating the Preferred Shares for purposes of
determining such Rating Agency's rating on the Preferred Shares, as applicable.

    "Existing Holder"   means a Broker-Dealer, or any such other Person that may
be permitted by the Trust, that is listed as the holder of record of Preferred
Shares in the Share Books.

    "Extension Period" has the meaning set forth in  Section 11.2(c)(iii) of
these Bylaws.

    "FHLB, FNMA and FFCB Debentures" has the meaning set forth in paragraph
(viii) of the definition of "Moody's Eligible Assets."

    "Fitch Discount Factor" means, for purposes of determining the Discounted
Value of any Fitch Eligible Asset, the percentage determined as follows.  The
Fitch Discount Factor for any Fitch Eligible Asset other than the securities set
forth below will be the percentage provided in writing by Fitch Ratings.

    (i)	Debt Securities: The percentage determined by reference to the rating of
the Debt Security with reference to the remaining term to maturity of the Debt
Security, in accordance with the table set forth below.

<CAPTION>
<TABLE>
<S>                   <C>          <C>     <C>       <C>     <C>  <C>
                                      Fitch Rating Category
Term to Maturity
 of Debt Security     AAA         AA        A       BBB     BB    Not rated or
                                                                  below BB/1/
3 years or less
(but longer than
1 year)               106.38%   108.11%   109.89%   111.73% 129.87%   151.52%
5 years or less
(but longer than
3 years)              111.11    112.99    114.94    116.96  134.24    151.52
7 years or
less (but longer
 than 5 years)        113.64    115.61    117.65    119.76  135.66    151.52
10 years or less
(but longer
 than 7 years)        115.61    117.65    119.76    121.95  136.74    151.52
15 years or less
(but longer than
10 years)             119.76    121.95    124.22    126.58  139.05    151.52
More than 15
years                 124.22    126.58    129.03    131.58  144.55    151.52
___________

</TABLE>

/1/ If a security is not rated by Fitch Ratings but is rated by two
other Rating Agencies, then the lower of the ratings on the security from the
two other Rating Agencies will be used to determine the Fitch Discount Factor
(e.g., where the S&P rating is A- and the Moody's rating is Baa1, a rating by
Fitch Ratings of BBB+ will be used). If a security is not rated by Fitch Ratings
but is rated by only one other Rating Agency, then the rating on the security
from the other Rating Agency will be used to determine the Fitch Discount Factor
(e.g., where the only rating on a security is an S&P rating of AAA-, a rating by
Fitch Ratings of AAA - will be used, and where the only rating on a security is
a Moody's rating of Ba3, a rating by Fitch Ratings of BB- will be used). If a
security is not rated by any Rating Agency, the Trust will use the percentage
set forth under "Not Rated or Below BBB" in this table.

The Fitch Discount Factors presented in the immediately preceding table apply to
Debt Securities that are performing and have a Market Value determined by a
Pricing Service or an Approved Price. The Fitch Discount Factor noted in the
table above for a Debt Security not rated or rated below BB by Fitch Ratings
shall apply to any non-Performing Debt Security with a price equal to or greater
than $0.20. If A Debt Security does not have a Market Value determined by a
Pricing Service or an Approved Price, a rating one rating category below the
actual rating on the Debt Security will be used (e.g.,  where the actual rating
is A-, the rating for Debt Securities rated BBB- will be used). The Fitch
Discount Factor for a Debt Security issued by a limited partnership that is not
a Rule 144A Security shall be the Discount Factor determined in accordance with
the table set forth above multiplied by 105%.

The Fitch Discount Factors presented in the immediately preceding table will
also apply to (i) interest rate swaps and caps, whereby the rating of the
counterparty to the swap or cap will be the rating used to determine the Fitch
Discount Factor in the table; and (ii) TRACERs, whereby the ratings in the table
will be applied to the underlying securities and the Market Value of each
underlying security will be its proportionate amount of the Market Value of the
TRACER.  The Fitch Discount Factors presented in the immediately preceding table
will also apply to corporate obligations backed by a guaranty, a letter of
credit or insurance issued by a third party.  If the third-party credit rating
is the basis for the rating on the obligation, then the rating on the third
party will be used to determine the Fitch Discount Factor in the table.  The
Fitch Discount Factors presented in the immediately preceding table will also
apply to preferred trust certificates, the rating on which will be determined by
the underlying debt instruments in the trust, unless such preferred trust
certificates are determined by Fitch Ratings to qualify for a traditional equity
discount factor, in which case the Fitch Discount Factor shall be 370%.

(ii) Preferred shares:

<CAPTION>
<TABLE>

<S>                                               <C>

Preferred Shares                              Discount Factor
AAA Taxable Preferred                             130%
AA Taxable Preferred                              133%
A Taxable Preferred                               135%
BBB Taxable Preferred                             139%
BB Taxable Preferred                              154%
Not rated or below BB Taxable Preferred           161%
Investment Grade DRD Preferred                    164%
Not rated or below Investment Grade DRD Preferred 200%/1/
</TABLE>
____________
/1/ If a security is not rated by Fitch Ratings but is rated by two
other Rating Agencies, then the lower of the ratings on the security from the
two other Rating Agencies will be used to determine the Fitch Discount Factor
(e.g., where the S&P rating is A- and the Moody's rating is Baa1, a rating by
Fitch Ratings of BBB+ will be used).  If a security is not rated by Fitch
Ratings but is rated by only one other Rating Agency, then the rating on the
security from the other Rating Agency will be used to determine the Fitch
Discount Factor (e.g., where the only rating on a security is an S&P rating of
AAA-, a rating by Fitch Rating of AAA- will be used, and where the only rating
on a security is a Moody's rating of Ba3, a rating by Fitch Ratings of BB- will
be used).  If a security is not rated by any Rating Agency, the Fund will use
the percentage set forth under "Not rated or below Investment Grade DRD
Preferred" in this table.

    (iii) Short-term instruments:  The Fitch Discount Factor applied to short-
term portfolio securities, including without limitation Debt Securities with
terms to maturity of one year or less, Short Term Money Market Instruments and
municipal debt obligations with terms to maturity within the Fitch Exposure
Period, will be (A) 100%, so long as such portfolio securities mature or have a
demand feature at par exercisable within the Fitch Exposure Period; (B) 115%, so
long as such portfolio securities neither mature nor have a demand feature
exercisable at par within the Fitch Exposure Period; and (C) 125%, so long as
such portfolio securities neither mature within the Fitch Exposure Period nor
have a demand feature at par.  A Fitch Discount factor of 100% will be applied
to cash.

    (iv) U.S. Government Securities and  U.S. Treasury Strips:

<CAPTION>
<TABLE>

<S>                                                   <C>

Time Remaining to Maturity                            Discount Factor
1 year or less                                      	101.5%
2 years or less (but longer than 1 year)            	103
3 years or less (but longer than 2 years)               105
4 years or less (but longer than 3 years)               107
5 years or less (but longer than 4 years)           	109
7 years or less (but longer than 5 years)           	112
10 years or less (but longer than 7 years)              114
Greater than 10 years                               	122

</TABLE>

    (v)  Convertible securities: The Fitch Discount Factor applied to
convertible securities will be (a) 200% for investment grade convertible
securities and (b) 222% for below investment grade convertible securities so
long as such convertible securities have neither (x) a conversion premium
greater than 100% nor (y) a yield to maturity or yield to worst of greater than
15.00% above the corresponding Treasury curve.

    The Fitch Discount Factor applied to convertible securities which have
conversion premiums of greater than 100% will be (a) 152% for investment grade
convertible securities and (b) 179% for below investment grade convertible
securities so long as such convertible securities do not have a yield to
maturity or yield to worst of greater than 15.00% above the corresponding
Treasury curve.

    The Fitch Discount Factor applied to convertible securities which have a
yield to maturity or yield to worst of greater than 15.00% above the
corresponding Treasury curve will be 370%.

    If a security is not rated by Fitch Ratings but is rated by two other Rating
Agencies, then the lower of the ratings on the security from the two other
Rating Agencies will be used to determine the Fitch Discount Factor (e.g., where
the S&P rating is A- and the Moody's rating is Baa1, a rating by Fitch Ratings
of BBB+ will be used). If a security is not rated by Fitch Ratings but is rated
by only one other Rating Agency, then the rating on the security from the other
Rating Agency will be used to determine the Fitch Discount Factor (e.g., where
the only rating on a security is an S&P rating of AAA, a rating by Fitch Ratings
of AAA will be used, and where the only rating on a security is a Moody's rating
of Ba3, a rating by Fitch Ratings of BB- will be used). If a security is not
rated by any Rating Agency, the Trust will treat the security as if it were
below investment grade.

    (vi) Rule 144A Securities: The Moody's Discount Factor applied to Rule 144A
Securities whose terms include rights to registration under the Securities Act
exercisable within 1 year of the applicable date shall be 100% of the Moody's
Discount Factor that would apply were the securities registered under the
Securities Act.  The Moody's Discount Factor applied to Rule 144A Securities
whose terms include rights to registration under the Securities Act that are not
exercisable within one year of the applicable date shall be 120% of the Moody's
Discount Factor that would apply were the securities registered under the
Securities Act.  The Moody's Discount Factor applied to Rule 144A Securities
whose terms do not include rights to registration under the Securities Act shall
be 130% of the Moody's Discount Factor that would apply were the securities
registered under the Securities Act.

    (vii)	Asset-backed and mortgage-backed securities:  The percentage
determined by reference to the asset type in accordance with the table set forth
below.

<CAPTION>
<TABLE>

<S>                                                                   <C>
Asset Type (with time remaining to maturity, if applicable)     Discount Factor
U.S.Treasury/agency securities (10 years or less)                 118%
U.S. Treasury/agency securities (greater than 10 years)           127%
U.S. agency sequentials (10 years or less)                        128%
U.S. agency sequentials (greater than 10 years)                   142%
U.S.agency principal only securities                              236%
U.S. agency interest only securities (with Market
Value greater than $0.40)                                         696%
U.S. agency interest only securities (with
Market Value less than or equal to $0.40)                         214%
AAA LockOut securities, interest only                             236%
U.S. agency planned amortization class bonds (10 years or
less)                                                             115%
U.S. agency planned amortization class bonds
(greater than 10 years)                                           136%
AAA sequentials (10 years or less)                                118%
AAA sequentials (greater than 10 years)                           135%
AAA planned amortization class bonds
(10 years or less)                                                115%
AAA planned amortization class bonds
(greater than 10 years)                                           140%
Jumbo mortgages rated AAA/1/                                      123%
Jumbo mortgages rated AA/1/                                       130%
Jumbo mortgages rated A/1/                                        136%
Jumbo mortgages rated BBB/1/                                      159%

Asset Type (with time remaining to maturity, if applicable)     Discount Factor
Commercial mortgage-backed securities rated AAA                   131%
Commercial mortgage-backed securities rated AA                    139%
Commercial mortgage-backed securities rated A                     148%
Commercial mortgage-backed securities rated BBB                   177%
Commercial mortgage-backed securities rated BB                    283%
Commercial mortgage-backed securities rated B                     379%
Commercial mortgage-backed securities rated CCC or not rated      950%

</TABLE>
____________

/1/ Applies to jumbo mortgages, credit cards, auto loans, home equity loans,
manufactured housing and prime mortgage-backed securities not issued by a U.S.
agency or instrumentality.

    (viii)	Bank Loans:  The percentage determined by reference to the Fitch
Loan Category in accordance with the table set forth below.

<CAPTION>
<TABLE>

<S>                       <C>
Fitch Loan Category     Discount Factor
A		                      126%
B		                      157
C                             184
D                             433

</TABLE>

    (ix)	REITs:

    (a) Common stock and preferred stock of REITs and other real estate
companies:

<CAPTION>
<TABLE>

<S>                                                   <C>
                                                      Discount Factor
REIT or other real estate company preferred stock         154%
REIT or other real estate company common stock            196%

</TABLE>

    (b) Corporate debt securities of REITs:

<CAPTION>
<TABLE>

<S>               <C>       <C>       <C>     <C>     <C>   <C>   <C>

Term to Maturity AAA        AA         A      BBB     BB     B    CCC
1 year           111%       114%      117%    120%    121%  127%  227%
2 year           116%       125%      125%    127%    132%  137%  137%
3 year           121%       123%      127%    131%    133%  140%  225%
4 year           126%       126%      129%    132%    136%  140%  164%
5 year           131%       132%      135%    139%    144%  149%  185%
7 year           140%       143%      146%    152%    159%  167%  228%
10 year          141%       143%      147%    153%    160%  168%  232%
12 year          144%       144%      150%    157%    165%  174%  249%
15 year          148%       151%      155%    163%    172%  182%  274%
20-30year        152%       156%      160%    169%    180%  191%  306%

</TABLE>

    If a security is not rated by Fitch Ratings but is rated by two other Rating
Agencies, then the lower of the ratings on the security from the two other
Rating Agencies will be used to determine the Fitch Discount Factor (e.g., where
the S&P rating is A- and the Moody's rating is Baa1, a rating by Fitch Ratings
of BBB+ will be used). If a security is not rated by Fitch Ratings but is rated
by only one other Rating Agency, then the rating on the security from the other
Rating Agency will be used to determine the Fitch Discount Factor (e.g., where
the only rating on a security is an S&P rating of AAA, a rating by Fitch Ratings
of AAA will be used, and where the only rating on a security is a Moody's rating
of Ba3, a rating by Fitch Ratings of BB- will be used). If a security is not
rated by any Rating Agency, the Trust will treat the security as if it were
below investment grade.

    (x)	Municipal debt  obligations:  The Fitch Discount Factor applied to
municipal debt obligations will be the percentage determined by reference to the
table set forth below:

<CAPTION>
<TABLE>

   <S>                   <C>     <C>     <C>       <C>      <C>       <C>

Fitch Rating  Category

Fitch Exposure Period     AAA      AA       A       BBB      F1/1/   Unrated/2/
7 weeks	                  151%     159%    166%     173%     136%    225%
8 weeks or less
but greater than 7 weeks  154      161     168      176      137     231
9 weeks or less but
greater than 8 weeks	  158      163     170      177      138     240

</TABLE>
  ____________

/1/ Municipal debt obligations rated by Fitch Ratings which do not mature or
have a demand feature at par exercisable in 30 days and which do not have a
long-term rating.

/2/ If a security is not rated by Fitch Ratings but is rated by two other Rating
Agencies, then the lower of the ratings on the security from the two other
Rating Agencies will be used to determine the Fitch Discount Factor (e.g., where
the S&P rating is A- and the Moody's rating is Baa1, a rating by Fitch Ratings
of BBB+ will be used).  If a security is not rated by Fitch Ratings but is rated
by only one other Rating Agency, then the rating on the security from the other
Rating Agency will be used to determine the Fitch Discount Factor (e.g., where
the only rating on a security is an S&P rating of AAA-, a rating by Fitch
Ratings of AAA- will be used, and where the only rating on a security is a
Moody's rating of Ba3, a rating by Fitch Ratings of BB- will be used).  If a
security is not rated by any Rating Agency, the Trust will use the percentage
set forth under "Unrated" in this table.

    (xi)	Foreign Bonds:  The Fitch Discount Factor (A) for a Foreign Bond the
principal of which (if not denominated in U.S. dollars) is subject to a currency
hedging transaction will be the Fitch Discount Factor that would otherwise apply
to such Foreign Bonds in accordance with this definition and (B) for (1) a
Foreign Bond the principal of which (if not denominated in U.S. dollars) is not
subject to a currency hedging transaction and (2) a bond issued in a currency
other than U.S. dollars by a corporation, limited liability company or limited
partnership domiciled in, or the government or any agency, instrumentality or
political subdivision of, a nation other than an Approved Foreign Nation, will
be 370%.

    (xii)	Structured Notes:  The Fitch Discount Factor applied to Structured
Notes will be (A) in the case of a corporate issuer, the Fitch Discount Factor
determined in accordance with paragraph (i) under this definition, whereby the
rating on the issuer of the Structured Note will be the rating on the Structured
Note for purposes of determining the Fitch Discount Factor in the table in
paragraph (i); and (B) in the case of an issuer that is the U.S. government or
an agency or instrumentality thereof, the Fitch Discount Factor determined in
accordance with paragraph (iii) under this definition.

    "Fitch Eligible Assets" means

    (i) cash (including interest and dividends due on assets rated (A) BBB or
higher by Fitch Ratings or the equivalent by another Rating Agency if the
payment date is within five Business Days of the Valuation Date, (B) A or higher
by Fitch Ratings or the equivalent by another Rating Agency if the payment date
is within thirty days of the Valuation Date, and (C) A+ or higher by Fitch
Ratings or the equivalent by another Rating Agency if the payment date is within
the Fitch Exposure Period) and receivables for Fitch Eligible Assets sold if the
receivable is due within five Business Days of the Valuation Date, and if the
trades which generated such receivables are (A) settled through clearing house
firms with respect to which the Trust has received prior written authorization
from Fitch Ratings or (B) (1) with counterparties having a long-term debt rating
of at least BBB- from Fitch Ratings or the equivalent from another Rating Agency
or (2) with counterparties having a Short Term Money Market Instrument rating of
at least F1+ by Fitch Ratings or the equivalent by another Rating Agency;

    (ii) preferred shares if (A) dividends on such preferred shares are
cumulative, (B) such securities provide for the periodic payment of dividends
thereon in cash in U.S. dollars or euros and do not provide for conversion or
exchange into, or have warrants attached entitling the holder to receive common
stock or its equivalent at any time over the respective lives of such
securities, (C) the issuer of such a preferred shares has common stock listed on
either the New York Stock Exchange or the American Stock Exchange, (D) the
issuer of such preferred shares has a senior debt rating or preferred stock
rating from Fitch Ratings of BBB- or higher or the equivalent rating by another
Rating Agency and (E) the preferred shares are part of an issue that is at least
$50 million;

    (iii) (A) common stocks (1) which are traded on the New York Stock Exchange
or the American Stock Exchange or in the over-the-counter market, (2) which, if
cash dividend paying, pay cash dividends in U.S. dollars, and (3) which may be
sold without restriction by the Trust; provided, however, that (a) common stock
which, while a Fitch Eligible Asset owned by the Trust, ceases paying any
regular cash dividend will no longer be considered a Fitch Eligible Asset until
60 calendar days after the date of the announcement of such cessation, unless
the issuer of the common stock has senior debt securities rated at least A- by
Fitch and (b) the aggregate Market Value of the Trust's holdings of the common
stock of any issuer in excess of 5% per U.S. issuer of the number of outstanding
shares of such issuer times the Market Value of such common stock shall not be a
Fitch's Eligible Asset; and (B) common stocks or their equivalent denominated in
any currency other than the U.S. dollar and common stocks or their equivalent of
issuers formed under the laws of jurisdictions other than the United States, its
states and the District of Columbia for which there are dollar-denominated
American Depository Receipts ("ADRs") which are traded in the United States on
exchanges or over-the-counter and are issued by banks formed under the laws of
the United States, its states or the District of Columbia; provided, however,
that the aggregate Market Value of the Trust's holdings of securities
denominated in currencies other than the U.S. dollar and ADRs in excess of 3% of
the aggregate Market Value of the outstanding shares of common stock or its
equivalent of such issuer or in excess of 10% of the Market Value of the Trust's
Fitch Eligible Assets with respect to issuers formed under the laws of any
single such non- U.S. jurisdiction other than Argentina, Australia, Austria,
Brazil, Belgium, Chile, Denmark, Finland, France, Germany, Greece, Ireland,
Italy, Japan, Korea, Luxembourg, Mexico, Netherlands, New Zealand, Norway,
Portugal, Russia, Spain, Sweden, Turkey or the United Kingdom (each an "Approved
Foreign Nation," and collectively the "Approved Foreign Nations") or Canada
shall not be a Fitch Eligible Asset;

    (iv)	Short Term Money Market Instruments so long as (A) such securities
are rated at least F1+ by Fitch Ratings or the equivalent by another Rating
Agency, (B) in the case of demand deposits, time deposits and overnight funds,
the supporting entity is rated at least A by Fitch Ratings or the equivalent by
another Rating Agency, or (C) in all other cases, the supporting entity (1) is
rated at least A by Fitch Ratings or the equivalent by another Rating Agency and
the security matures within one month, (2) is rated at least A by Fitch Ratings
or the equivalent by another Rating Agency and the security matures within three
months or (3) is rated at least AA by Fitch Ratings or the equivalent by another
Rating Agency and the security matures within six months;

    (v)	U.S. Government Securities and U.S. Treasury Strips;

    (vi)	debt securities if (A) such securities do not provide for conversion
or exchange into equity capital at any time over their lives; (B) such
securities have been registered under the Securities Act or are restricted as to
resale under federal securities laws but are eligible for resale pursuant to
Rule 144A under the Securities Act as determined by the Trust's investment
manager or portfolio manager acting pursuant to procedures approved by the Board
of Trustees of the Trust; and (C) such securities are issued by (1) a U.S.
corporation, limited liability company or limited partnership, (2) a
corporation, limited liability company or limited partnership domiciled in an
Approved Foreign Nation, (3) the government of any Approved Foreign Nation or
any of its agencies, instrumentalities or political subdivisions (the debt
securities of Approved Foreign Nation issuers being referred to collectively as
"Foreign Bonds"), (4) a corporation, limited liability company or limited
partnership domiciled in Canada or (5) the Canadian government or any of its
agencies, instrumentalities or political subdivisions (the debt securities of
Canadian issuers being referred to collectively as "Canadian Bonds").  Foreign
Bonds held by the Trust will qualify as Fitch Eligible Assets only up to a
maximum of 20% of the aggregate Market Value of all assets constituting Fitch
Eligible Assets.  Similarly, Canadian Bonds held by the Trust will qualify as
Fitch Eligible Assets only up to a maximum of 20% of the aggregate Market Value
of all assets constituting Fitch Eligible Assets.  Notwithstanding the
limitations in the two preceding sentences, Foreign Bonds and Canadian Bonds
held by the Trust will qualify as Fitch Eligible Assets only up to a maximum of
30% of the aggregate Market Value of all assets constituting Fitch Eligible
Assets.  In addition, bonds which are issued in connection with a reorganization
under U.S. federal bankruptcy law ("Reorganization Bonds") will be considered
debt securities constituting Fitch Eligible Assets if (a) they provide for
periodic payment of interest in cash in U.S. dollars or euros; (b) they do not
provide for conversion or exchange into equity capital at any time over their
lives; (c) they have been registered under the Securities Act or are restricted
as to resale under federal securities laws but are eligible for trading under
Rule 144A promulgated pursuant to the Securities Act as determined by the
Trust's investment manager or portfolio manager acting pursuant to procedures
approved by the Board of Trustees of the Trust; (d) they were issued by a U.S.
corporation, limited liability company or limited partnership; and (e) at the
time of purchase at least one year had elapsed since the issuer's
reorganization.  Reorganization Bonds may also be considered debt securities
constituting Fitch Eligible Assets if they have been approved by Fitch Ratings,
which approval shall not be unreasonably withheld.  All debt securities
satisfying the foregoing requirements and restrictions of this paragraph (vi)
are herein referred to as "Debt Securities."

    (vii)  asset-backed and mortgage-backed securities;

    (viii) Rule 144A Securities;

    (ix)   Bank Loans;

    (x)	   municipal debt obligations;

    (xi)   TRACERs, TRAINs and Structured Notes;

    (xii) interest rate swaps entered into according to International Swap
Dealers Association standards if (A) the counterparty to the swap transaction
has a short-term rating of not less than F1 from  Fitch Ratings or the
equivalent by another Rating Agency, or, if the swap counterparty does not have
a short-term rating, the counterparty has a senior unsecured long-term debt
rating of AA or higher from Fitch Ratings or the equivalent from another Rating
Agency and (B) the original aggregate notional amount of the interest rate swap
transaction or transactions is not greater than the liquidation preference of
the Preferred Shares originally issued; (

    (xiii) any common stock, preferred stock or any debt security of REITs or
real estate companies; and

    (xiv) unrated debt securities issued by an issuer which (A) has not filed
for bankruptcy in the past three years; (B) is current on all interest and
principal on its fixed income obligations; and (C) is current on all preferred
stock dividends.

    Financial contracts, as such term is defined in Section 3(c)(2)(B)(ii) of
the 1940 Act, not otherwise provided for in this definition may be included in
Fitch Eligible Assets, but, with respect to any financial contract, only upon
receipt by the Trust of a writing from Fitch Ratings specifying any conditions
on including such financial contract in Fitch Eligible Assets and assuring the
Trust that including such financial contract in the manner so specified would
not affect the credit rating assigned by Fitch Ratings to the Preferred Shares.

    In addition, portfolio holdings as described below must be within the
following diversification and issue size requirements in order to be included in
Fitch's Eligible Assets:


<CAPTION>
<TABLE>

<S>               <C>               <C>                 <C>
Security Rated      Maximum Single  Maximum Single     Minimum Issue Size
At Least            Issuer/1/       Industry/1,2/        ($ in million)/3/

AAA                 100%            100%                $100
AA-                  20              75                  100
A-                   10              50                  100
BBB-                  6              25                  100
BB-                   4              16                   50
B-                    3              12                   50
CCC                   2               8                   50

</TABLE>
____________

/1/ Percentages represent a portion of the aggregate market value of the
portfolio holdings.

/2/ Industries are determined according to Fitch's Industry Classifications, as
defined herein.

/3/ Preferred stock has a minimum issue size of $50 million for all rating
categories in the table.

    Where the Trust sells an asset and agrees to repurchase such asset in the
future, the Discounted Value of such asset will constitute a Fitch Eligible
Asset and the amount the Trust is required to pay upon repurchase of such asset
will count as a liability for the purposes of the Preferred Shares Basic
Maintenance Amount.  Where the Trust purchases an asset and agrees to sell it to
a third party in the future, cash receivable by the Trust thereby will
constitute a Fitch Eligible Asset if the long-term debt of such other party is
rated at least A- by Fitch Ratings or the equivalent by another Rating Agency
and such agreement has a term of 30 days or less; otherwise the Discounted Value
of such purchased asset will constitute a Fitch Eligible Asset.

    Notwithstanding the foregoing, an asset will not be considered a Fitch
Eligible Asset to the extent that it has been irrevocably deposited for the
payment of (i)(A) through (i)(E) under the definition of Preferred Shares Basic
Maintenance Amount or to the extent it is subject to any Liens, except for (A)
Liens which are being contested in good faith by appropriate proceedings and
which Fitch Ratings has indicated to the Trust will not affect the status of
such asset as a Fitch Eligible Asset, (B) Liens for taxes that are not then due
and payable or that can be paid thereafter without penalty, (C) Liens to secure
payment for services rendered or cash advanced to the Trust by its investment
manager or portfolio manager, the Trust's custodian, transfer agent or registrar
or the Auction Agent and (D) Liens arising by virtue of any repurchase
agreement.


    "Fitch Exposure Period" means the period commencing on (and including) a
given Valuation Date and ending 49 days thereafter.

    "Fitch Hedging Transactions" has the meaning set forth in Section 11.8(f) of
these Bylaws.

    "Fitch Industry Classifications" means, for the purposes of determining
Fitch Eligible Assets, each of the following industry classifications (or such
other classifications as Fitch Ratings may from time to time approve for
application to the Preferred Shares):

1. Aerospace & Defense
2. Automobiles
3. Banking, Finance & Real Estate
4. Broadcasting & Media
5. Building & Materials
6. Business Services
7. Cable
8. Chemicals
9. Computers & Electronics
10. Consumer Products
11. Energy
12. Environmental Services
13. Farming & Agriculture
14. Food, Beverage & Tobacco
15. Gaming, Lodging & Restaurants
16. Healthcare & Pharmaceuticals
17. Industrial/Manufacturing
18. Insurance
19. Leisure & Entertainment
20. Metals & Mining
21. Miscellaneous
22. Packaging and Containers
23. Paper & Forest Products
24. Retail
25. Sovereign
26. Structured Finance Obligations
27. Supermarkets & Drugstores
28. Telecommunications
29. Textiles & Furniture
30. Transportation
31. Utilities

    The Trust shall use its discretion in determining which industry
classification is applicable to a particular investment.

    "Fitch Loan Category" means the following four categories (and, for purposes
of this categorization, the Market Value of a Fitch Eligible Asset trading at
par is equal to $1.00):

    (i)	"Fitch Loan Category A" means Performing Bank Loans which have a Market
Value or an Approved Price greater than or equal to $0.90.

    (ii)	"Fitch Loan Category B" means:  (A) Performing Bank Loans which have
a Market Value or an Approved Price of greater than or equal to $0.80 but less
than $0.90; and (B) non-Performing Bank Loans which have a Market Value or an
Approved Price greater than or equal to $0.85.

    (iii)	"Fitch Loan Category C" means:  (A) Performing Bank Loans which have
a Market Value or an Approved Price of greater than or equal to $0.70 but less
than $0.80; (B) non-Performing Bank Loans which have a Market Value or an
Approved Price of greater than or equal to $0.75 but less than $0.85; and (C)
Performing Bank Loans without an Approved Price rated BB- or higher by Fitch
Ratings.  If a security is not rated by Fitch Ratings but is rated by two other
Rating Agencies, then the lower of the ratings on the security from the two
other Rating Agencies will be used to determine the Fitch Discount Factor (e.g.,
where the S&P rating is A- and the Moody's rating is Baa1, a rating by Fitch
Ratings of BBB+ will be used).  If a security is not rated by Fitch Ratings but
is rated by only one other Rating Agency, then the rating on the security from
the other Rating Agency will be used to determine the Fitch Discount Factor
(e.g., where the only rating on a security is an S&P rating of AAA-, a rating by
Fitch Ratings of AAA- will be used, and where the only rating on a security is a
Moody's rating of Ba3, a rating by Fitch Ratings of BB- will be used).

    (iv)	"Fitch Loan Category D" means Bank Loans not described in any of the
foregoing categories.

    Notwithstanding any other provision contained above, for purposes of
determining whether a Fitch Eligible Asset falls within a specific Fitch Loan
Category, to the extent that any Fitch Eligible Asset would fall within more
than one of the Fitch Loan Categories, such Fitch Eligible Asset shall be deemed
to fall into the Fitch Loan Category with the lowest applicable Fitch Discount
Factor.

    "Fitch Ratings" means Fitch, Inc., doing business as Fitch Ratings, or its
successors.


    "Foreign Bonds" has the meaning set forth in the definition of "Fitch
Eligible Assets."

    "Forward Commitment" has the meaning set forth in Section 11.8(d) of these
Bylaws.

    "Holder" means a Person identified as a holder of record of Preferred Shares
in the Share Register.

    "Independent Accountant" means a  of accountants, that is, with respect to
the Trust, an independent public accountant or firm of independent public
accountants under the Securities Act and serving as such for the Trust.

    "Initial Dividend Payment Date" means, with respect to a series of Preferred
Shares, the initial dividend payment date with respect to the Initial Dividend
Period as determined by the Board of Trustees of the Trust or pursuant to their
delegated authority with respect to such series.

    "Initial Dividend Period" has the meaning set forth in Section 11.2(c)(i) of
these Bylaws.

    "Initial Dividend Rate" means, with respect to a series of Preferred Shares,
the rate per annum applicable to the Initial Dividend Period for such series of
Preferred Shares.

    "Interest Equivalent" has the meaning set forth in the definition of "'AA'
Financial Composite Commercial Paper Rate."

    "Lien" means any material lien, mortgage, pledge, security interest or
security agreement of any kind.

    "Long Term Dividend Period" means a Special Dividend Period consisting of a
specified period of one whole year or more but not greater than five years.

    "Mandatory Redemption Price" means $25,000 per Preferred Share plus an
amount equal to accumulated but unpaid dividends (whether or not earned or
declared) to (but not including) the date fixed for redemption.

    "Market Value" of any asset of the Trust shall be the market value thereof
determined by a Pricing Service. The Market Value of any asset shall include any
interest accrued thereon.  A Pricing Service shall value portfolio securities at
the quoted bid prices or the mean between the quoted bid and asked prices or the
yield equivalent when quotations are not readily available. Securities for which
quotations are not readily available shall be valued at fair value as determined
by a Pricing Service using methods which include consideration of:  yields or
prices of securities of comparable quality, type of issue, coupon, maturity and
rating; indications as to value from dealers; and general market conditions.  A
Pricing Service may employ electronic data processing techniques and/or a matrix
system to determine valuations.  In the event a Pricing Service is unable to
value a security, the security shall be valued at the lower of two bid
quotations obtained by the Trust from dealers who are members of the National
Association of Securities Dealers, Inc. and who make a market in the security,
at least one of which shall be in writing.  If two bid quotations are not
readily available for any securities, such securities shall be valued in good
faith at fair value pursuant to procedures approved by the Board of Trustees of
the Trust. Futures contracts and options are valued at the closing prices for
such instruments established by the exchange or board of trade on which they are
traded, or if market quotations are not readily available, are valued at fair
value in good faith pursuant to procedures approved by the Board of Trustees of
the Trust. All other assets will be valued at fair value on a consistent basis
using methods determined in good faith by the Board of Trustees of the Trust.

    "Maximum Applicable Rate," with respect to Preferred Shares, has the meaning
set forth in Section 11.10(a)(vi) of these Bylaws.

    "Moody's" means Moody's Investors Service, Inc. or its successors.

    "Moody's Discount Factor" means, for purposes of determining the Discounted
Value of any Moody's Eligible Asset, the percentage determined as follows.  The
Moody's Discount Factor for any Moody's Eligible Asset other than the securities
set forth below will be the percentage provided in writing by Moody's.

    (i)Corporate debt securities:  The percentage determined by reference to the
rating on such asset with reference to the remaining term to maturity of such
asset, in accordance with the table set forth below.

<CAPTION>
<TABLE>

<S>                                 <C>   <C>     <C>     <C>     <C>     <C>     <C>
Term to Maturity of
Corporate Debt Security             Aaa   Aa      A       Baa     Ba      B   Below B and
                                                                              Unrated/1/
1 year or less	                  	109%  112%    115%    118%    137%	150%	250%
2 years or less (but longer
than 1 year)	                	115   118	  122	  125	  146	160	    250
3 years or less (but longer
than 2 years)	                    120   123     127     131     153	168 	250
4 years or less (but longer
than 3 years)	                	126   129     133     138     161	176 	250
5 years or less (but longer
than 4 years)	                    132   135     139	  144     168	185 	250
7 years or less (but longer
than 5 years)	                	139   143     147     152     179   197 	250
10 years or less (but longer
than 7 years)	                	145   150     155	  160     189	208 	250
15 years or less (but longer
than 10 years)	                	150   155     160	  165	  196	216	    250
20 years or less (but
longer than 15 years)	        	150   155     160	  165	  196	228   	250
30 years or less (but longer
 than 20 years)	                	150   155     160     165     196 	229 	250
Greater than 30 years	        	165   173	  181     189     205	240 	250

</TABLE>
____________
/1/ Unless conclusions regarding liquidity risk as well as estimates
of both the probability and severity of default for the Trust's assets can be
derived from other sources as well as combined with a number of sources as
presented by the Trust to Moody's, securities rated below B by Moody's and
unrated securities, which are securities rated by neither Moody's, S&P nor Fitch
Ratings, are limited to 10% of  Moody's Eligible Assets.  If a corporate debt
security is unrated by Moody's, S&P and Fitch Ratings, the Trust will use the
percentage set forth under "Below B and Unrated" in this table.  Ratings
assigned by S&P or Fitch Ratings are generally accepted by Moody's at face
value. However, adjustments to face value may be made to particular categories
of credits for which the rating by S&P and/or Fitch Ratings does not seem to
approximate a Moody's rating equivalent.

    The Moody's Discount Factors presented in the immediately preceding table
will also apply to Moody's Eligible Assets that are FHLB, FNMA and FFCB
Debentures and to rated TRACERs and TRAINs, whereby the ratings in the table
will be applied to the underlying securities and the Market Value of each
underlying security will be its proportionate amount of the Market Value of the
TRACER or TRAIN, provided that the Moody's Discount Factors determined from the
table shall be multiplied by a factor of 120% for purposes of calculating the
Discounted Value of TRAINs.  The Moody's Discount Factors presented in the
immediately preceding table will also apply to corporate debt securities that do
not pay interest in U.S. dollars or euros, provided that the Moody's Discount
Factor determined from the table shall be multiplied by a factor of 110% for
purposes of calculating the Discounted Value of such securities.

    (ii)	Preferred stock:  The Moody's Discount Factor for preferred stock
shall be (A) for preferred stocks issued by a utility, 155%; (B) for preferred
stocks of industrial and financial issuers, 209%; and (C) for auction rate
preferred stocks, 350%.


    (iii)	Short-term instruments:  The Moody's Discount Factor applied to
short- term portfolio securities, including without limitation corporate debt
securities, Short Term Money Market Instruments and municipal debt obligations,
will be (A) 100%, so long as such portfolio securities mature or have a demand
feature at par exercisable within the Moody's Exposure Period; (B) 115%, so long
as such portfolio securities do not mature within the Moody's Exposure Period or
have a demand feature at par not exercisable within the Moody's Exposure Period;
and (C) 125%, if such securities are not rated by Moody's, so long as such
portfolio securities are rated at least A-1+/AA or SP-1+/AA by S&P and mature or
have a demand feature at par exercisable within the Moody's Exposure Period.  A
Moody's Discount Factor of 100% will be applied to cash.

    (iv)	U.S. Government Securities and U.S. Treasury Strips:

<CAPTION>
<TABLE>

<S>                                             <C>                             <C>
                                            U.S. Government               U.S. Treasury
Remaining Term to Maturity                   Securities                     Strips
                                            Discount Factor              Discount Factor
1 year or less                      	        107%                          107%
2 years or less (but longer than 1 year)        113                           115
3 years or less (but longer than 2 years)       118	                          121
4 years or less (but longer than 3 years)	    123     	                  128
5 years or less (but longer than 4 years)       128                           135
7 years or less (but longer than 5 years)       135                           147
10 years or less (but longer than 7 years)      141                           163
15 years or less (but longer than 10 years)     146                           191
20 years or less (but longer than 15 years)     154                           218
30 years or less (but longer than 20 years)     154                           244

    (v)	Rule 144A Securities:  The Moody's Discount Factor applied to Rule 144A
Securities for Rule 144A Securities whose terms include rights to registration
under the Securities Act within one year and Rule 144A Securities which do not
have registration rights within one year will be 120% and 130%, respectively, of
the Moody's Discount Factor which would apply were the securities registered
under the Securities Act.

    (vi)	Bank Loans:  The Moody's Discount Factor applied to senior Bank
Loans ("Senior Loans") shall be the percentage specified in the table below
opposite such Moody's Loan Category:



<S>                                       <C>
Moody's Loan Category                     Discount Factor
A                                         	118%
B                                       	137%
C                                       	161%
D                                       	222%
E                                       	222%

</TABLE>

    (vii)	Asset-backed and mortgage-backed securities:  The Moody's Discount
Factor applied to asset-backed securities shall be 131%.  The Moody's Discount
Factor applied to collateralized mortgage obligations, planned amortization
class bonds and targeted amortization class bonds shall be determined by
reference to the weighted average life of the security and whether cash flow is
retained (i.e., controlled by a trustee) or excluded (i.e., not controlled by a
trustee), in accordance with the table set forth below.

<CAPTION>
<TABLE>

<S>                                       <C>               <C>
Remaining Term to Maturity      Cash Flow Retained    Cash Flow Excluded
3 years or less                     	133%	              141%
7 years or less (but longer
than 3 years)                        	142                   151
10 years or less (but longer
than 7 years)                         	158                   168
20 years or less (but longer
 than 10 years)                     	174                   185

</TABLE>

    The Moody's Discount Factor applied to residential mortgage pass-throughs
(including private-placement mortgage pass-throughs) shall be determined by
reference to the coupon paid by such security and whether cash flow is retained
(i.e., controlled by a trustee) or excluded (i.e., not controlled by a trustee),
in accordance with the table set forth below.

<CAPTION>
<TABLE

<S>                                       <C>               <C>


Coupon                            Cash Flow Retained  Cash Flow Excluded
5%                                      	166%          	173%
6%                                        	162         	169
7%                                      	158         	165
8%                                      	154         	161
9%                                      	151         	157
10%                                     	148         	154
11%                                     	144         	154
12%                                     	142         	151
13%                                     	139         	148
adjustable                              	165         	172

</TABLE>


    The Moody's Discount Factor applied to fixed-rate pass-throughs that are not
rated by Moody's and are serviced by a servicer approved by Moody's shall be
determined by reference to the table in the following paragraph (relating to
whole loans).

    The Moody's Discount Factor applied to whole loans shall be determined by
reference to the coupon paid by such security and whether cash flow is retained
(i.e., controlled by a trustee) or excluded (i.e., not controlled by a trustee),
in accordance with the table set forth below.

<CAPTION>
<TABLE>

<S>                                       <C>               <C>
Coupon                            Cash Flow Retained      Cash Flow Excluded
5%                              	      172%	                    179%
6%                                        167	                    174
7%                                        163                   	170
8%                                        159                   	165
9%                                        155                   	161
10%                                       151                   	158
11%                                       148                   	157
12%                                       145                   	154
13%                                       142                   	151
adjustable                                170                   	177

</TABLE>


    (viii)	Municipal debt obligations:  The Moody's Discount Factor applied to
municipal debt obligations shall be the percentage determined by reference to
the rating on such asset and the shortest Exposure Period set forth opposite
such rating that is the same length as or is longer than the Moody's Exposure
Period, in accordance with the table set forth below (provided that, except as
provided in the following table, any municipal obligation (excluding any short-
term municipal obligation) not rated by Moody's but rated by S&P shall be deemed
to have a Moody's rating which is one full rating category lower than its S&P
rating):

<CAPTION>
<TABLE>

<S>               <C>       <C>     <C>     <C>     <C>       <C>         <C>     <C>
Exposure Period   Aaa1      Aa/1/   A/1/   Baa/1/ Other/2/ (V)MIG-1/3/ SP-1+/4/ Unrated/5/
7 weeks           151%      159%    166%    173%      187%      136%      148%    225%
8 weeks or less
but greater than
seven weeks       154       161     168     176       190       137       149     231
9 weeks or less
 but greater
than eight weeks  158       163     170     177       192       138       150     240

</TABLE>
____________
/1/ Moody's rating.

/2/ Municipal debt obligations not rated by Moody's but rated BBB by S&P.

/3/ Municipal debt obligations rated MIG-1 or (V)MIG-1, which do not mature or
have a demand feature at par exercisable in 30 days and which do not have a
long-term rating.

/4/ Municipal debt obligations not rated by Moody's but rated SP-1+ by S&P,
which do not mature or have a demand feature at par exercisable in 30 days and
which do not have a long-term rating.

/5/ Municipal debt obligations rated less than Baa3 or not rated by Moody's and
less than BBB or not rated by S&P, not to exceed 10% of Moody's Eligible Assets.

    (ix)   Structured Notes:  The Moody's Discount Factor applied to Structured
Notes will be (A) in the case of a corporate issuer, the Moody's Discount Factor
determined in accordance with paragraph (i) under this definition, whereby the
rating on the issuer of the Structured Note will be the rating on the Structured
Note for purposes of determining the Moody's Discount Factor in the table in
paragraph (i); and (B) in the case of an issuer that is the U.S. government or
an agency or instrumentality thereof, the Moody's Discount Factor determined in
accordance with paragraph (iii) under this definition.

    (x) 	REITs:

    (a) Common stock and preferred stock of REITs and other real estate
companies:

<CAPTION>
<TABLE>

<S>                                                     <C>
                                                    Discount Factor /1,2/
Common stock of REITs                                     154%
Preferred stock of REIT swith senior implied
or unsecured Moody's (or Fitch Ratings) rating            154%
without senior implied or unsecured Moody's
(or Fitch Ratings) rating                                 208%
Preferred stock of other real estate companies
with senior implied or unsecured Moody's
(or Fitch Ratings) rating                                 208%
Without senior implied or unsecured Moody's
(or Fitch Ratings) rating                                 250%
____________
/1/ A Discount Factor of 250% will be applied if dividends on such
securities have not been paid consistently (either quarterly or annually) over
the previous three years, or for such shorter time period that such securities
have been outstanding.

/2/ A Discount Factor of 250% will be applied if the market capitalization
(including common stock and preferred stock) of an issuer is below $500 million.

      (b) Debt securities of REITs and other real estate companies:

<S>               <C>     <C>     <C>     <C>     <C>     <C>       <C> <C>

                              Moody's Rating Category

Term to Maturity     AAA     AA     A      BAA     BA     B    CAA     NR/1/
1 year              109%    112%   115%    118%   119%   125%   225%    250%
2 year              115%    118%   122%    125%   127%   133%   225%    250%
3 year              120%    123%   127%    131%   133%   140%   225%    250%
4 year              126%    129%   133%    138%   140%   147%   225%    250%
5 year              132%    135%   139%    144%   146%   154%   225%    250%
7 year              139%    143%   147%    152%   156%   164%   225%    250%
10 year             145%    150%   155%    160%   164%   173%   225%    250%
15 year             150%    155%   160%    165%   170%   180%   225%    250%
20 year             150%    155%   160%    165%   170%   190%   225%    250%
30 year             150%    155%   160%    165%   170%   191%   225%    250%

</TABLE>
____________
/1/ If a security is unrated by Moody's but is rated by Fitch
Ratings, a rating two numeric ratings below the rating by Fitch Ratings will be
used (e.g., where the rating is AAA, a Moody's rating of Aa2 will be used; where
the rating by Fitch Ratings is AA+, a Moody's rating of Aa3 will be used). If a
security is unrated by either Moody's or Fitch Ratings, the Trust will use the
percentage set forth under "NR" in this table.

    (xi) Convertible securities (including convertible preferred stock): (1) For
Convertible securities having a Delta between 0.4 and 0.0, the Moody's Discount
Factor shall be 100% of the Moody's Discount Factor applied to non -convertible
corporate debt securities (i.e. using the Moody's Discount Factors found in the
subsection (ii) of this definition), (2) for convertible securities having a
Delta between 0.8 and 0.4, the Moody's Discount Factor shall be 192% for
securities rated Baa or above and 226% for securities rated Ba and below, and
(3) for convertible securities having a Delta between 1.0 and 0.8, the Moody's
Discount Factor shall be 195% for securities rated Baa or above and 229% for
securities rated Ba and below; provided, however, that for any unrated
convertible security, the Moody's Discount Factor shall be 250%.1,2

/1/ Unless conclusions regarding liquidity risk as well as estimates of both the
probability and severity of default for applicable Trust assets can be derived
from other sources as well as combined with a number of sources as presented by
the Trust to Moody's, unrated fixed-income and convertible securities, which are
securities that are not rated by any of Moody's, S&P or Fitch Ratings, are
limited to 10% of Moody's Eligible Assets for purposes of calculations related
to the APS Basic Maintenance Amount.  If a convertible security is not rated by
any of Moody's, S&P or Fitch Ratings, the Trust will consider the security
unrated for the purposes of the discounts discussed above.  Ratings assigned by
S&P and/or Fitch Ratings are generally accepted at face value.  However,
adjustments to face value may be made to particular categories of credits for
which the ratings by S&P and/or Fitch Ratings do not seem to approximate a
Moody's rating equivalent.  Split-rated securities assigned by S&P and Fitch
Ratings (i.e., these Rating Agencies assign different rating categories to the
security) will be accepted at the lower of the two ratings. 2Discount factors
are for 7-week exposure period.

    For the purposes of determining such discount factors, "Delta", which is
intended to express the change in the price of the convertible security per unit
of change in the price of the common stock into which the convertible security
is convertible, shall be the number provided by Merrill Lynch, Pierce, Fenner
and Smith, Incorporated or such other provider as the Trust shall determine from
time to time.  The Trust shall use commercially reasonable efforts to update
such Delta figures monthly.

    Upon conversion to common stock, the Discount Factors applicable to common
stock will apply:

<CAPTION>
<TABLE>

<S>                   <C>                   <C>                     <C>
Common Stocks/(1)/      Large-Cap           Mid-Cap               Small Cap
7 week exposure period  200%                205%                  220%

/(1)/Market cap for Large- cap stocks are $10 billion and up, Mid-cap stocks
range between $2 billion and $10 billion, and Small-cap stocks are $2 billion
and below.

    "Moody's Eligible Assets" means

    (i)	cash (including interest and dividends due on assets rated (A) Baa3 or
higher by Moody's if the payment date is within five Business Days of the
Valuation Date, (B) A2 or higher if the payment date is within thirty days of
the Valuation Date, and (C) A1 or higher if the payment date is within the
Moody's Exposure Period) and receivables for Moody's Eligible Assets sold if the
receivable is due within five Business Days of the Valuation Date, and if the
trades which generated such receivables are (A) settled through clearing house
firms or (B) (1) with counterparties having a Moody's long-term debt rating of
at least Baa3 or (2) with counterparties having a Moody's Short Term Money
Market Instrument rating of at least P-1;

    (ii)	Short Term Money Market Instruments so long as (A) such securities
are rated at least P-1, (B) in the case of demand deposits, time deposits and
overnight funds, the supporting entity is rated at least A2, or (C) in all other
cases, the supporting entity (1) is rated A2 and the security matures within one
month, (2) is rated A1 and the security matures within three months or (3) is
rated at least Aa3 and the security matures within six months; provided,
however, that for purposes of this definition, such instruments (other than
commercial paper rated by S&P and not rated by Moody's) need not meet any
otherwise applicable S&P rating criteria;

    (iii)	U.S. Government Securities and U.S. Treasury Strips;

    (iv)	Rule 144A Securities;

    (v)	    Senior Loans and other Bank Loans approved by Moody's;

    (vi)	Corporate debt securities if (A) such securities are rated Caa or
higher by Moody's; (B) such securities provide for the periodic payment of
interest in cash in U.S. dollars or euros, except that such securities that do
not pay interest in U.S. dollars or euros shall be considered Moody's Eligible
Assets if they are rated by Moody's or S&P; (C) for securities which provide for
conversion or exchange into equity capital at some time over their lives, the
issuer must be rated at least B3 by Moody's and the discount factor will be
250%; (D) for debt securities rated Ba1 and below, no more than 10% of the
original amount of such issue may constitute Moody's Eligible Assets; (E) such
securities have been registered under the Securities Act or are restricted as to
resale under federal securities laws but are eligible for resale pursuant to
Rule 144A under the Securities Act as determined by the Trust's investment
manager or portfolio manager acting pursuant to procedures approved by the Board
of Trustees, except that such securities that are not subject to U.S. federal
securities laws shall be considered Moody's Eligible Assets if they are publicly
traded; and (F) such securities are not subject to extended settlement.


    Notwithstanding the foregoing limitations, (x) corporate debt securities not
rated at least Caa by Moody's or not rated by Moody's shall be considered to be
Moody's Eligible Assets only to the extent the Market Value of such corporate
debt securities does not exceed 10% of the aggregate Market Value of all Moody's
Eligible Assets; provided, however, that if the Market Value of such corporate
debt securities exceeds 10% of the aggregate Market Value of all Moody's
Eligible Assets, a portion of such corporate debt securities (selected by the
Trust) shall not be considered Moody's Eligible Assets, so that the Market Value
of such corporate debt securities (excluding such portion) does not exceed 10%
of the aggregate Market Value of all Moody's Eligible Assets; and (y) corporate
debt securities rated by neither Moody's nor S&P shall be considered to be
Moody's Eligible Assets only to the extent such securities are issued by
entities which (i) have not filed for bankruptcy within the past three years,
(ii) are current on all principal and interest in their fixed income
obligations, (iii) are current on all preferred stock dividends, and
(iv) possess a current, unqualified auditor's report without qualified,
explanatory language.

    (vii)	Preferred stocks if (A) dividends on such preferred stock are
cumulative, (B) such securities provide for the periodic payment of dividends
thereon in cash in U.S. dollars or euros and do not provide for conversion or
exchange into, or have warrants attached entitling the holder to receive, common
stock or its equivalent at any time over the respective lives of such
securities, (C) the issuer of such a preferred stock has common stock listed on
either the New York Stock Exchange or the American Stock Exchange, (D) the
issuer of such a preferred stock has a senior debt rating from Moody's of Baa1
or higher or a preferred stock rating from Moody's of Baa3 or higher and (E)
such preferred stock has paid consistent cash dividends in U.S. dollars or euros
over the last three years or has a minimum rating of A1 (if the issuer of such
preferred stock has other preferred issues outstanding that have been paying
dividends consistently for the last three years, then a preferred stock without
such a dividend history would also be eligible).  In addition, the preferred
stocks must have the following diversification requirements:  (X) the preferred
stock issue must be greater than $50 million and (Y) the minimum holding by the
Trust of each issue of preferred stock is $500,000 and the maximum holding of
preferred stock of each issue is $5 million.  In addition, preferred stocks
issued by transportation companies will not be considered Moody's Eligible
Assets;

    (viii)	Asset-backed and mortgage-backed securities:

    (A) Asset-backed securities if (1) such securities are rated at least Aa3 by
Moody's or at least AA by S&P, (2) the securities are part of an issue that is
$250 million or greater, or the issuer of such securities has a total of $500
million or greater of asset-backed securities outstanding at the time of
purchase of the securities by the Trust and (3) the expected average life of the
securities is not greater than 4 years;

    (B)  Collateralized mortgage obligations ("CMOs"), including CMOs with
interest rates that float at a multiple of the change in the underlying index
according to a pre-set formula, provided that any CMO held by the Trust (1) has
been rated Aaa by Moody's or AAA by S&P, (2) does not have a coupon which floats
inversely, (3) is not portioned as an interest-only or principal-only strip and
(4) is part of an issuance that had an original issue size of at least $100
million;

    (C) Planned amortization class bonds ("PACs") and targeted amortization
class bonds ("TACs") provided that such PACs or TACs are (1) backed by
certificates of either the Federal National Mortgage Association ("FNMA"), the
Government National Mortgage Association ("GNMA") or the Federal Home Loan
Mortgage Corporation ("FHLMC") representing ownership in single-family first
lien mortgage loans with original terms of 30 years, (2) part of an issuance
that had an original issue size of at least $10 million, (3) part of PAC or TAC
classes that have payment priority over other PAC or TAC classes, (4) if TACs,
TACs that do not support PAC classes, and (5) if TACs, not considered reverse
TACs (i.e., do not protect against extension risk);

    (D) Consolidated senior debt obligations of Federal Home Loan Banks
("FHLBs"), senior long-term debt of the FNMA, and consolidated systemwide bonds
and FCS Financial Assistance Corporation Bonds of Federal Farm Credit Banks
("FFCBs") (collectively, "FHLB, FNMA and FFCB Debentures"), provided that such
FHLB, FNMA and FFCB Debentures are (1) direct issuance corporate debt rated Aaa
by Moody's, (2) senior debt obligations backed by the FHLBs, FFCBs or FNMA, (3)
part of an issue entirely denominated in U.S. dollars and (4) not callable or
exchangeable debt issues;

    (E)  Mortgage pass- throughs rated at least Aa by Moody's and pass- throughs
issued prior to 1987 (if rated AA by S&P and based on fixed-rate mortgage loans)
by Travelers Mortgage Services, Citicorp Homeowners, Citibank, N.A., Sears
Mortgage Security or RFC - Salomon Brothers Mortgage Securities, Inc., provided
that (1) certificates must evidence a proportional, undivided interest in
specified pools of fixed or adjustable rate mortgage loans, secured by a valid
first lien, on one- to four-family residential properties and (2) the securities
are publicly registered (not issued by FNMA, GNMA or FHLMC);

    (F) Private-placement mortgage pass-throughs provided that (1) certificates
represent a proportional undivided interest in specified pools of fixed-rate
mortgage loans, secured by a valid first lien, on one- to four-family
residential properties, (2) documentation is held by a trustee or independent
custodian, (3) pools of mortgage loans are serviced by servicers that have been
approved by FNMA or FHLMC and funds shall be advanced to meet deficiencies to
the extent provided in the pooling and servicing agreements creating such
certificates, and (4) pools have been rated Aa or better by Moody's; and

    (G) Whole loans (e.g., direct investments in mortgages) provided that (1) at
least 65% of such loans (a) have seasoning of no less than 6 months, (b) are
secured by single-family detached residences, (c) are owner-occupied primary
residences, (d) are secured by a first-lien, fully- documented mortgage, (e) are
neither currently delinquent (30 days or more) nor delinquent during the
preceding year, (f) have loan-to-value ratios of 80% or below, (g) carry normal
hazard insurance and title insurance, as well as special hazard insurance, if
applicable, (h) have original terms to maturity not greater than 30 years, with
at least one year remaining to maturity, (i) have a minimum of $10,000 remaining
principal balance, (j) for loans underwritten after January 1, 1978, FNMA and/or
FHLMC forms are used for fixed-rate loans, and (k) are whole loans and not
participations; (2) for loans that do not satisfy the requirements set forth in
the foregoing clause (1), (a) non-owner occupied properties represent no greater
than 15% of the aggregate of either the adjustable-rate pool or the fixed-rate
pool, (b) multi-family properties (those with five or more units) represent no
greater than 15% of the aggregate of either the adjustable-rate pool or the
fixed-rate pool, (c) condominiums represent no greater than 10% of the aggregate
of either the adjustable-rate pool or the fixed-rate pool, and any condominium
project must be 80% occupied at the time the loan is originated, (d) properties
with loan-to-value ratios exceeding 80% represent no greater than 25% of the
aggregate of either the adjustable-rate pool or the fixed-rate pool and that the
portion of the mortgage on any such property that exceeds a loan-to-value ratio
of 80% is insured with Primary Mortgage Insurance from an insurer rated at least
Baa3 by Moody's and (e) loan balances in excess of the current FHLMC limit plus
$75,000 represent no greater than 25% of the aggregate of either the adjustable-
rate pool or the fixed-rate pool, loan balances in excess of $350,000 represent
no greater than 10% of the aggregate of either the adjustable-rate pool or the
fixed-rate pool, and loan balances in excess of $1,000,000 represent no greater
than 5% of the aggregate of either the adjustable-rate pool or the fixed-rate
pool; (3) no greater than 5% of the pool of loans is concentrated in any one zip
code; (4) the pool of loans contains at least 100 loans or $2 million in loans
per servicer; (5) for adjustable-rate mortgages ("ARMs"), (a) any ARM is indexed
to the National Cost of Funds index, the 11th District Cost of Funds index, the
1- year Treasury or the 6-month Treasury, (b) the margin over the given index is
between 0.15% and 0.25% for either cost-of-funds index and between 0.175% and
0.325% for Treasuries, (c) the maximum yearly interest rate increase is 2%, (d)
the maximum life-time interest rate increase is 6.25% and (e) ARMs may include
Federal Housing Administration and Department of Veterans Affairs loans; and (6)
for "teaser" loans, (a) the initial discount from the current ARM market rate is
no greater than 2%, (b) the loan is underwritten at the market rate for ARMs,
not the "teaser" rate, and (c) the loan is seasoned six months beyond the
"teaser" period.

    (ix)	Any municipal debt obligation that (A) pays interest in cash, (B)
does not have a Moody's rating, as applicable, suspended by Moody's, and (C) is
part of an issue of municipal debt obligations of at least $5,000,000, except
for municipal debt obligations rated below A by Moody's, in which case the
minimum issue size is $10,000,000;

    (x)	Structured Notes, rated TRACERs and TRAINs;

    (xi)	Financial contracts, as such term is defined in Section
3(c)(2)(B)(ii) of the 1940 Act, not otherwise provided for in this definition
but only upon receipt by the Trust of a letter from Moody's specifying any
conditions on including such financial contract in Moody's Eligible Assets and
assuring the Trust that including such financial contract in the manner so
specified would not affect the credit rating assigned by Moody's to the
Preferred Shares;

    (xii)	common stock, preferred stock or any debt security of REITs or real
estate companies; and

    (xiii) Convertible securities (including convertible preferred stock),
provided that (A) the issuer of common stock must have a Moody's senior
unsecured debt of Caa or better, or an S&P or Fitch rating of CCC or better, (B)
the common stocks must be traded on the New York Stock Exchange, the American
Stock Exchange, or the NASDAQ, (C) dividends must be paid in U.S. dollars, (D)
the portfolio of convertible bonds must be diversified as set forth in the table
set forth below, (E) the company shall not hold shares exceeding the average
weekly trading volume during the preceding month, and (F) synthetic convertibles
are excluded from asset eligibility.



<S>                 <C>                       <C>                    <C>

                    Convertible Bonds Diversification Guidelines

Type          Maximum Single Issuer(%)/1/ Maximum Single Industry (%)Maximum Single State (%)/1/
Utility               4                           50                      7/2/
Other                 6                           20                      n/a

</TABLE>
____________

/1/ Percentage represent a portion of the aggregate market value and number of
outstanding shares of the convertible stock portfolio.

/2/  Utility companies operating in more than one state should be diversified
according to the state in which they generate the largest part of their
revenues. Publicly available information on utility company revenues by state is
available from the Uniform Statistical Report (USR) or the Federal Energy
Regulation Commission (FERC). In addition, portfolio holdings as described
below must be within the following diversification and issue size requirements
in order to be included in Moody's Eligible Assets:

<CAPTION>
<TABLE>

<S>                     <C>                   <C>                 <C>
Ratings 1           Maximum Single
                    Issuer /2,3/          Maximum Single
                                        Industry /3,4/        Minimum Issue Size
                                                              ($ in million) /5/
Aaa                 	100%            	100%            	$100
Aa                       20                  60                  100
A                        10               	 40             	 100
Baa                       6	                 20                  100
Ba                        4	                 12                   50/6/
B1-B2                     3                   8                   50/6/
B3 or below               2                   5                   50/6/

</TABLE>
____________
/1/ Refers to the preferred stock and senior debt rating of the
portfolio holding.

/2/ Companies subject to common ownership of 25% or more are considered as one
issuer.

/3/ Percentages represent a portion of the aggregate Market Value of the
portfolio holdings.

/4/ Industries are determined according to Moody's Industry Classifications, as
defined herein.

/5/ Except for preferred stock, which has a minimum issue size of $50 million.

/6/ Portfolio holdings from issues ranging from $50 million to $100 million are
limited to 20% of the Trust's total assets.

    Where the Trust sells an asset and agrees to repurchase such asset in the
future, the Discounted Value of such asset will constitute a Moody's Eligible
Asset and the amount the Trust is required to pay upon repurchase of such asset
will count as a liability for the purposes of the Preferred Shares Basic
Maintenance Amount.  Where the Trust purchases an asset and agrees to sell it to
a third party in the future, cash receivable by the Trust thereby will
constitute a Moody's Eligible Asset if the long-term debt of such other party is
rated at least A2 by Moody's and such agreement has a term of 30 days or less;
otherwise the Discounted Value of such purchased asset will constitute a Moody's
Eligible Asset.  For the purposes of calculation of Moody's Eligible Assets,
portfolio securities which have been called for redemption by the issuer thereof
shall be valued at the lower of Market Value or the call price of such portfolio
securities.

    Notwithstanding the foregoing, an asset will not be considered a Moody's
Eligible Asset to the extent that it (i) has been irrevocably deposited for the
payment of (i)(A) through (i)(E) under the definition of Preferred Shares Basic
Maintenance Amount or to the extent it is subject to any Liens, except for (A)
Liens which are being contested in good faith by appropriate proceedings and
which Moody's has indicated to the Trust will not affect the status of such
asset as a Moody's Eligible Asset, (B) Liens for taxes that are not then due and
payable or that can be paid thereafter without penalty, (C) Liens to secure
payment for services rendered or cash advanced to the Trust by its investment
manager or portfolio manager, the Trust's custodian, transfer agent or registrar
or the Auction Agent and (D) Liens arising by virtue of any repurchase
agreement, or (ii) has been segregated against obligations of the Trust in
connection with an outstanding derivative transaction.

    "Moody's Exposure Period" means the period commencing on a given Valuation
Date and ending 49 days thereafter.

    "Moody's Hedging Transactions" has the meaning set forth in Section 11.8(a)
of these Bylaws.

    "Moody's Industry Classification" means, for the purposes of determining
Moody's Eligible Assets, each of the following industry classifications (or such
other classifications as Moody's may from time to time approve for application
to the Preferred Shares):

    1.	Aerospace and Defense: Major Contractor, Subsystems, Research, Aircraft
        Manufacturing, Arms, Ammunition

    2.	Automobile: Automobile Equipment, Auto-Manufacturing, Auto Parts
        Manufacturing, Personal Use Trailers, Motor Homes, Dealers

    3.	Banking: Bank Holding, Savings and Loans, Consumer Credit, Small Loan,
        Agency, Factoring, Receivables

    4.	Beverage, Food and Tobacco: Beer and Ale, Distillers, Wines and Liquors,
        Distributors, Soft Drink Syrup, Bottlers, Bakery, Mill Sugar, Canned
        Foods, Corn Refiners, Dairy Products, Meat Products, Poultry Products,
        Snacks, Packaged Foods, Candy, Gum, Seafood, Frozen Food, Cigarettes,
        Cigars, Leaf/Snuff, Vegetable Oil

    5.	Buildings and Real Estate: Brick, Cement, Climate Controls, Contracting,
        Engineering, Construction, Hardware, Forest Products (building-related
        only), Plumbing, Roofing, Wallboard, Real Estate, Real Estate
        Development, REITs, Land Development

    6.	Chemicals, Plastics and Rubber: Chemicals (non-agricultural), Industrial
        Gases, Sulfur, Plastics, Plastic Products, Abrasives, Coatings, Paints,
        Varnish, Fabricating

    7.	Containers, Packaging and Glass: Glass, Fiberglass, Containers made of:
        Glass, Metal, Paper, Plastic, Wood or Fiberglass

    8.	Personal and Non-Durable Consumer Products (manufacturing only): Soaps,
        Perfumes, Cosmetics, Toiletries, Cleaning Supplies, School Supplies

    9.	Diversified/Conglomerate Manufacturing

    10.	Diversified/Conglomerate Service

    11.	Diversified Natural Resources, Precious Metals and Minerals:
        Fabricating, Distribution

    12.	Ecological: Pollution Control, Waste Removal, Waste Treatment and Waste
        Disposal

    13.	Electronics: Computer Hardware, Electric Equipment, Components,
        Controllers, Motors, Household Appliances, Information Service
        Communicating Systems, Radios, TVs, Tape Machines, Speakers, Printers,
        Drivers, Technology

    14.	Finance: Investment Brokerage, Leasing, Syndication, Securities

    15.	Farming and Agriculture: Livestock, Grains, Produce, Agriculture
        Chemicals, Agricultural Equipment, Fertilizers

    16.	Grocery: Grocery Stores, Convenience Food Stores

    17.	Healthcare, Education and Childcare: Ethical Drugs, Proprietary Drugs,
        Research, Health Care Centers, Nursing Homes, HMOs, Hospitals, Hospital
        Supplies, Medical Equipment

    18.	Home and Office Furnishings, Housewares, and Durable Consumer Products:
        Carpets, Floor Coverings, Furniture, Cooking, Ranges

    19.	Hotels, Motels, Inns and Gaming

    20.	Insurance: Life, Property and Casualty, Broker, Agent, Surety

    21.	Leisure, Amusement, Motion Pictures, Entertainment: Boating, Bowling,
        Billiards, Musical Instruments, Fishing, Photo Equipment, Records,
        Tapes, Sports, Outdoor Equipment (camping), Tourism, Resorts, Games, Toy
        Manufacturing, Motion Picture Production Theaters, Motion Picture
        Distribution

    22.	Machinery (non-agricultural, non-construction, non-electronic):
        Industrial, Machine Tools, Steam Generators

    23.	Mining, Steel, Iron and Non-Precious Metals: Coal, Copper, Lead,
        Uranium, Zinc, Aluminum, Stainless Steel, Integrated Steel, Ore
        Production, Refractories, Steel Mill Machinery, Mini-Mills, Fabricating,
        Distribution and Sales of the foregoing

    24.	Oil and Gas: Crude Producer, Retailer, Well Supply, Service and Drilling

    25.	Printing, Publishing, and Broadcasting: Graphic Arts, Paper, Paper
        Products, Business Forms, Magazines, Books, Periodicals, Newspapers,
        Textbooks, Radio, TV, Cable Broadcasting Equipment

    26.	Cargo Transport: Rail, Shipping, Railroads, Railcar Builders, Ship
        Builders, Containers, Container Builders, Parts, Overnight Mail,
        Trucking, Truck Manufacturing, Trailer Manufacturing, Air Cargo,
        Transport

    27.	Retail Stores: Apparel, Toy, Variety, Drug, Department, Mail Order
        Catalog, Showroom

    28.	Telecommunications: Local, Long Distance, Independent, Telephone,
        Telegraph, Satellite, Equipment, Research, Cellular

    29.	Textiles and Leather: Producer, Synthetic Fiber, Apparel Manufacturer,
        Leather Shoes

    30.	Personal Transportation: Air, Bus, Rail, Car Rental

    31.	Utilities: Electric, Water, Hydro Power, Gas

    32. Diversified Sovereigns: Semi-sovereigns, Canadian Provinces, Supra-
        national Agencies


    The Trust will use its discretion in determining which industry
classification is applicable to a particular investment in consultation with the
Independent Accountant and Moody's, to the extent the Trust considers necessary.

    "Moody's Loan Category" means the following five categories (and, for
purposes of this categorization, the Market Value of a Moody's Eligible Asset
trading at par is equal to $1.00):

    (i) 	"Moody's Loan Category A" means Performing Senior Loans which have a
Market Value or an Approved Price greater than or equal to $0.90.

    (ii)	"Moody's Loan Category B" means:  (A) Performing Senior Loans which
have a Market Value or an Approved Price greater than or equal to $0.80 but less
than $0.90; and (B) non-Performing Senior Loans which have a Market Value or an
Approved Price greater than or equal to $0.85.

    (iii)	"Moody's Loan Category C" means:  (A) Performing Senior Loans which
have a Market Value or an Approved Price greater than or equal to $0.70 but less
than $0.80; and (B) non-Performing Senior Loans which have a Market Value or an
Approved Price of greater than or equal to $0.75 but less than $0.85.

    (iv)	"Moody's Loan Category D" means Senior Loans which have a Market
Value or an Approved Price less than $0.75.

    (v) 	"Moody's Loan Category E" means non-Senior Loans which have a Market
Value or an Approved Price.

    Notwithstanding any other provision contained above, for purposes of
determining whether a Moody's Eligible Asset falls within a specific Moody's
Loan Category, to the extent that any Moody's Eligible Asset would fall in more
than one of the Moody's Loan Categories, such Moody's Eligible Asset shall be
deemed to fall into the Moody's Loan Category with the lowest applicable Moody's
Discount Factor.

    "1940 Act" means the Investment Company Act of 1940, as amended from time to
time.

    "1940 Act Cure Date," with respect to the failure by the Trust to maintain
the 1940 Act Preferred Shares Asset Coverage (as required by these Bylaws) as of
the last Business Day of each month, means the last Business Day of the
following month.

    "1940 Act Preferred Shares Asset Coverage" means asset coverage, as defined
in Section 18(h) of the 1940 Act, of at least 200% with respect to all
outstanding senior securities of the Trust which are shares of beneficial
interest, including Preferred Shares (or such other asset coverage as may in the
future be specified in or under the 1940 Act as the minimum asset coverage for
senior securities which are shares of beneficial interest of a closed-end
investment company as a condition of paying dividends on its common shares).

    "Non-Call Period" has the meaning set forth under the definition of
"Specific Redemption Provisions."

    "Non-Payment Period" means a period commencing on and including a Dividend
Payment Date or redemption date for which the Trust shall fail to (i) declare,
prior to the close of business on the second Business Day preceding such
Dividend Payment Date, for payment (to the extent permitted by Section
11.2(c)(i) of these Bylaws) within three Business Days after such Dividend
Payment Date to the Holders as of 12:00 noon, New York City time, on the
Business Day preceding such Dividend Payment Date, the full amount of any
dividend on Preferred Shares payable on such Dividend Payment Date, provided,
however, that if the Trust is not able to make such declaration in compliance
with the foregoing because an unforeseen event or unforeseen events causes or
cause a day that otherwise would have been a Business Day not to be a Business
Day, then the Trust may make such declaration on the Business Day immediately
preceding the Dividend Payment Date, if possible, or, if not possible, on the
Dividend Payment Date, and in such case the Trust shall not be deemed to have
failed to declare a dividend otherwise required to be declared, or (ii) deposit,
irrevocably in trust, in same-day funds, with the Auction Agent by 12:00 noon,
New York City time, (A) on such Dividend Payment Date the full amount of any
cash dividend on such shares payable (if declared) on such Dividend Payment Date
or (B) on any such redemption date for any Preferred Shares called for
redemption, the Mandatory Redemption Price per share of such Preferred Shares
or, in the case of an optional redemption, the Optional Redemption Price per
share, and ending on and including the Business Day on which, by 12:00 noon, New
York City time, all unpaid cash dividends and unpaid redemption prices shall
have been so deposited or shall have otherwise been made available to Holders in
same-day funds; provided that a Non-Payment Period shall not end unless the
Trust shall have given at least five days' but no more than 30 days' written
notice of such deposit or availability to the Auction Agent, all Existing
Holders (at their addresses appearing in the Share Books) and the Securities
Depository.  Notwithstanding the foregoing, the failure by the Trust to deposit
funds as provided for by clauses (ii)(A) or (ii)(B) above within three Business
Days after any Dividend Payment Date or redemption date, as the case may be, in
each case to the extent contemplated by Section 11.2(c)(i) of these Bylaws,
shall not constitute a "Non-Payment Period."

    "Non-Payment Period Rate" means, initially, 300% of the applicable Reference
Rate, provided that the Board of Trustees of the Trust shall have the authority
to adjust, modify, alter or change from time to time the initial Non-Payment
Period Rate if the Board of Trustees of the Trust determines and each of Fitch
Ratings and Moody's (and any Substitute Rating Agency in lieu of Fitch Ratings
or Moody's in the event Fitch Ratings or Moody's shall not rate the Preferred
Shares) advises the Trust in writing that such adjustment, modification,
alteration or change will not adversely affect its then current ratings on the
Preferred Shares.

    "Normal Dividend Payment Date" has the meaning set forth in Section
11.2(b)(i) of these Bylaws.

    "Notice of Redemption" means any notice with respect to the redemption of
Preferred Shares pursuant to Section 11.4 of these Bylaws.

    "Notice of Revocation" has the meaning set forth in Section 11.2(c)(iii) of
these Bylaws.

    "Notice of Special Dividend Period" has the meaning set forth in Section
11.2(c)(iii) of these Bylaws.

    "Optional Redemption Price" means $25,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) to the date
fixed for redemption plus any applicable redemption premium attributable to the
designation of a Premium Call Period.

    "Outstanding" means, as of any date (i) with respect to Preferred Shares,
Preferred Shares theretofore issued by the Trust except, without duplication,
(A) any Preferred Shares theretofore canceled or delivered to the Auction Agent
for cancellation, or redeemed by the Trust, or as to which a Notice of
Redemption shall have been given and Deposit Securities shall have been
deposited in trust or segregated by the Trust pursuant to Section 11.4(c) hereto
and (B) any Preferred Shares as to which the Trust or any Affiliate (other than
an Affiliate that is a Broker-Dealer) thereof shall be a Beneficial Owner,
provided that Preferred Shares held by an Affiliate shall be deemed outstanding
for purposes of calculating the Preferred Shares Basic Maintenance Amount and
(ii) with respect to other preferred shares of beneficial interest of the Trust,
the meaning equivalent to that for Preferred Shares as set forth in clause (i).

    "Parity Shares" means the Preferred Shares and each other outstanding series
of preferred shares of beneficial interest of the Trust the holders of which,
together with the holders of the Preferred Shares, shall be entitled to the
receipt of dividends or of amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in proportion to the full respective
preferential amounts to which they are entitled, without preference or priority
one over the other.

    "Performing" means with respect to the issuer of any asset that is a Bank
Loan or other debt, the issuer of such investment is not in default of any
payment obligations in respect thereof.

    "Person" means and includes an individual, a corporation, a partnership, a
trust, an unincorporated association, a joint venture or other entity or a
government or any agency or political subdivision thereof.

    "Potential Beneficial Owner" means a customer of a Broker-Dealer or a
Broker-Dealer that is not a Beneficial Owner of Preferred Shares but that wishes
to purchase such shares, or that is a Beneficial Owner that wishes to purchase
additional Preferred Shares.

    "Potential Holder" means any Broker-Dealer or any such other Person as may
be permitted by the Trust, including any Existing Holder, who may be interested
in acquiring Preferred Shares (or, in the case of an Existing Holder, additional
Preferred Shares).

    "Preferred Shares" means the Series M Preferred Shares, the Series T
Preferred Shares, the Series W Preferred Shares, the Series TH Preferred Shares
and the Series F Preferred Shares.

    "Preferred Shares Basic Maintenance Amount," as of any Valuation Date, means
the dollar amount equal to the sum of (i)(A) the product of the number of
Preferred Shares Outstanding on such date multiplied by $25,000, plus any
redemption premium applicable to Preferred Shares then subject to redemption;
(B) the aggregate amount of dividends that will have accumulated at the
respective Applicable Rates (whether or not earned or declared) to (but not
including) the first respective Dividend Payment Dates for each series of
Preferred Shares Outstanding that follow such Valuation Date; (C) the aggregate
amount of dividends that would accumulate on shares of each series of Preferred
Shares Outstanding from such first respective Dividend Payment Date therefor
through the 49th day after such Valuation Date, at the Maximum Applicable Rate
(calculated as if such Valuation Date were the Auction Date for the Dividend
Period commencing on such Dividend Payment Date) for a 7-Day Dividend Period of
shares of such series to commence on such Dividend Payment Date, multiplied by
the Volatility Factor (except that (1) if such Valuation Date occurs during a
Non-Payment Period, the dividend for purposes of calculation would accumulate at
the then current Non-Payment Period Rate and (2) for those days during the
period described in this clause (C) in respect of which the Applicable Rate in
effect immediately prior to such Dividend Payment Date will remain in effect,
the dividend for purposes of calculation would accumulate at such Applicable
Rate in respect of those days); (D) the amount of anticipated expenses of the
Trust for the 90 days subsequent to such Valuation Date; and (E) any current
liabilities as of such Valuation Date to the extent not reflected in any of
(i)(A) through (i)(D) (including, without limitation, any payables for portfolio
securities of the Trust purchased as of such Valuation Date and any liabilities
incurred for the purpose of clearing securities transactions) less (ii) the
value (i.e., the face value of cash, short-term securities rated MIG-1, VMIG-1
or P-1, and short-term securities that are the direct obligation of the U.S.
government, provided in each case that such securities mature on or prior to the
date upon which any of (i)(A) through (i)(E) become payable, otherwise the
Discounted Value) of any of the Trust's assets irrevocably deposited by the
Trust for the payment of any of (i)(A) through (i)(E).

    "Preferred Shares Basic Maintenance Cure Date," with respect to the failure
by the Trust to satisfy the Preferred Shares Basic Maintenance Amount (as
required by Section 11.7(a) of these Bylaws) as of a given Valuation Date, means
the tenth Business Day following such Valuation Date.

    "Preferred Shares Basic Maintenance Report" means a report signed by any of
the President, Treasurer, any Senior Vice President or any Vice President of the
Trust which sets forth, as of the related Valuation Date, the assets of the
Trust, the Market Value and the Discounted Value thereof (seriatim and in
aggregate), and the Preferred Shares Basic Maintenance Amount.

    "Premium Call Period" has the meaning set forth under the definition of
"Specific Redemption Provisions."

    "Pricing Service" means any pricing service designated by the Board of
Trustees of the Trust and approved by Fitch Ratings or Moody's, as applicable,
for purposes of determining whether the Trust has Eligible Assets with an
aggregate Discounted Value that equals or exceeds the Preferred Shares Basic
Maintenance Amount.

    "Quarterly Valuation Date" means the last Business Day of the last month of
each fiscal quarter of the Trust in each fiscal year of the Trust, commencing
September 30, 2003.

    "Rating Agency" means a nationally recognized statistical rating
organization.

    "Reference Rate" means the applicable "AA" Financial Composite Commercial
Paper Rate (for a Dividend Period of fewer than 184 days) or the applicable
Treasury Index Rate (for a Dividend Period of 184 days or more).

      "REITs" means real estate investment trusts.

    "Reorganization Bonds" has the meaning set forth under the definition of
"Fitch Eligible Assets."

    "Request for Special Dividend Period" has the meaning set forth in Section
11.2(c)(iii) of these Bylaws.

    "Response" has the meaning set forth in Section 11.2(c)(iii) of these
Bylaws.

    "Rule 144A Securities" means securities which are restricted as to resale
under federal securities laws but are eligible for resale pursuant to Rule 144A
under the Securities Act as determined by the Trust's investment manager or
portfolio manager acting pursuant to procedures approved by the Board of
Trustees of the Trust.

    "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or its successors.

    "Securities Act" means the Securities Act of 1933, as amended from time to
time.

    "Securities Depository" means The Depository Trust Company and its
successors and assigns or any successor securities depository selected by the
Trust as securities depository for the Preferred Shares that agrees to follow
the procedures required to be followed by such securities depository in
connection with the Preferred Shares.

    "Senior Loans" has the meaning set forth under the definition of "Moody's
Discount Factor."

    "Series M Preferred Shares" means the Auction Rate Cumulative Preferred
Shares, Series M.

    "Series T Preferred Shares" means the Auction Rate Cumulative Preferred
Shares, Series T.

    "Series W Preferred Shares" means the Auction Rate Cumulative Preferred
Shares, Series W.

    "Series TH Preferred Shares" means the Auction Rate Cumulative Preferred
Shares, Series TH.

    "Series F Preferred Shares" means the Auction Rate Cumulative Preferred
Shares, Series F.

    "7-Day Dividend Period" means a Subsequent Dividend Period that (a) consists
of seven days or (b) would consist of seven days but for the fact that the
Dividend Payment Date which immediately follows, or the Dividend Payment Date
which falls within, such Subsequent Dividend Period is not a Business Day.

    "Share Books" means the books maintained by the Auction Agent setting forth
at all times a current list, as determined by the Auction Agent, of Existing
Holders of the Preferred Shares.

    "Share Register" means the register of Holders maintained on behalf of the
Trust by the Auction Agent in its capacity as transfer agent and registrar for
the Preferred Shares.

    "Short Term Dividend Period" means a Special Dividend Period consisting of a
specified number of days, evenly divisible by seven and not fewer than fourteen
nor more than 364.

    "Short Term Money Market Instruments" means the following types of
instruments if, on the date of purchase or other acquisition thereof by the
Trust, the remaining term to maturity thereof is not in excess of 180 days (or
270 days for instruments rated at least Aaa for purposes of determining Moody's
Eligible Assets):

    (i)	 commercial paper rated either F1 by Fitch Ratings or A-1 by S&P if such
commercial paper matures in 30 days or P-1 by Moody's and either F1+ by Fitch
Ratings or A-1+ by S&P if such commercial paper matures in over 30 days;

    (ii)  demand or time deposits in, and banker's acceptances and
certificates of deposit of (A) a depository institution or trust company
incorporated under the laws of the United States of America or any state thereof
or the District of Columbia or (B) a United States branch office or agency of a
foreign depository institution (provided that such branch office or agency is
subject to banking regulation under the laws of the United States, any state
thereof or the District of Columbia);

    (iii) overnight funds;

    (iv)  U.S. Government Securities; and

    (v)	  Eurodollar demand or time deposits in, or certificates of deposit of,
the head office or the London branch office of a depository institution or trust
company if the certificates of deposit, if any, and the long-term unsecured debt
obligations (other than such obligations the ratings of which are based on the
credit of a person or entity other than such depository institution or trust
company) of such depository institution or trust company that have (1) credit
ratings on each Valuation Date of at least P-1 from Moody's and either F1+ from
Fitch Ratings or A-1+ from S&P, in the case of commercial paper or certificates
of deposit, and (2) credit ratings on each Valuation Date of at least Aa3 from
Moody's and either AA- from Fitch Ratings or AA- from S&P, in the case of long-
term unsecured debt obligations; provided, however, that in the case of any such
investment that matures in no more than one Business Day from the date of
purchase or other acquisition by the Trust, all of the foregoing requirements
shall be applicable except that the required long-term unsecured debt credit
rating of such depository institution or trust company from Moody's, Fitch
Ratings and S&P shall be at least A2, A and A, respectively; and provided
further, however, that the foregoing credit rating requirements shall be deemed
to be met with respect to a depository institution or trust company if (1) such
depository institution or trust company is the principal depository institution
in a holding company system, (2) the certificates of deposit, if any, of such
depository institution or trust company are not rated on any Valuation Date
below P-1 by Moody's, F1+ by Fitch Ratings or A-1+ by S&P and there is no long-
term rating, and (3) the holding company shall meet all of the foregoing credit
rating requirements (including the preceding proviso in the case of investments
that mature in no more than one Business Day from the date of purchase or other
acquisition by the Trust); and provided further, that the interest receivable by
the Trust shall not be subject to any withholding or similar taxes.

    "Special Dividend Period" means a Short Term Dividend Period or a Long Term
Dividend Period.

    "Specific Redemption Provisions" means, with respect to a Special Dividend
Period either, or both of, (i) a period (a "Non- Call Period") determined by the
Board of Trustees of the Trust, after consultation with the Auction Agent and
the Broker-Dealers, during which the Preferred Shares subject to such Special
Dividend Period shall not be subject to redemption at the option of the Trust
and (ii) a period (a "Premium Call Period"), consisting of a number of whole
years and determined by the Board of Trustees of the Trust, after consultation
with the Auction Agent and the Broker-Dealers, during each year of which the
Preferred Shares subject to such Special Dividend Period shall be redeemable at
the Trust's option at a price per share equal to $25,000 plus accumulated but
unpaid dividends (whether or not earned or declared) to (but not including) the
date fixed for redemption, plus a premium expressed as a percentage or
percentages of $25,000, as determined by the Board of Trustees of the Trust
after consultation with the Auction Agent and the Broker-Dealers.

    "Structured Notes" means privately negotiated debt obligations where the
principal and/or interest is determined by reference to the performance of a
benchmark asset or market (an "embedded index"), such as selected securities or
an index of securities, or the differential performance of two assets or
markets, such as indices reflecting bonds.

    "Subsequent Dividend Period" has the meaning set forth in Section 11.2(c)(i)
of these Bylaws.

    "Substitute Rating Agency" means a Rating Agency selected by Citigroup
Global Markets Inc. or its affiliates and successors, after consultation with
the Trust, to act as the substitute Rating Agency to determine the credit
ratings of the Preferred Shares.

    "Sufficient Clearing Bids" has the meaning set forth in Section 11.10(d)(i)
of these Bylaws.

    "TRACERs" means traded custody receipts representing direct ownership in a
portfolio of underlying securities.

    "TRAINs" means Targeted Return Index Securities, which are trust
certificates comprised of bonds that are chosen to track a particular index.

    "Treasury Bill" means a direct obligation of the U.S. government having a
maturity at the time of issuance of 364 days or less.

    "Treasury Bonds" means United States Treasury Bonds or Notes.

    "Treasury Index Rate" means the average yield to maturity for actively
traded marketable U.S. Treasury fixed interest rate securities having the same
number of 30-day periods to maturity as the length of the applicable Dividend
Period, determined, to the extent necessary, by linear interpolation based upon
the yield for such securities having the next shorter and next longer number of
30-day periods to maturity treating all Dividend Periods with a length greater
than the longest maturity for such securities as having a length equal to such
longest maturity, in all cases based upon data set forth in the most recent
weekly statistical release published by the Board of Governors of the Federal
Reserve System (currently in H.15 (519)); provided, however, if the most recent
such statistical release shall not have been published during the 15 days
preceding the date of computation, the foregoing computations shall be based
upon the average of comparable data as quoted to the Trust by at least three
recognized dealers in U.S. government securities selected by the Trust.

    "U.S. Government Securities" means direct obligations of the United States
or of its agencies or instrumentalities that are entitled to the full faith and
credit of the United States and that, other than Treasury Bills, provide for the
periodic payment of interest and the full payment of principal at maturity or
call for redemption.

    "U.S. Treasury Securities" means direct obligations of the United States
Treasury that are entitled to the full faith and credit of the United States.

    "U.S. Treasury Strips" means securities based on U.S. Treasury Securities
created through the Separate Trading of Registered Interest and Principal of
Securities program.

    "Valuation Date" means, for purposes of determining whether the Trust is
maintaining the Preferred Shares Basic Maintenance Amount, the last Business Day
of each week commencing with the Date of Original Issue.

    "Volatility Factor" means 1.89.

    "Voting Period" has the meaning set forth in Section 11.5(b) of these
Bylaws.

    (b)  The foregoing definitions of Accountant's Confirmation, Closing
Transactions, Debt Securities, Deposit Securities, Discounted Value, Fitch
Discount Factor, Fitch Eligible Assets, Fitch Exposure Period, Fitch Hedging
Transactions, Fitch Industry Classifications, Forward Commitment, Independent
Accountant, Market Value, Maximum Applicable Rate, Moody's Advance Rate, Moody's
Discount Factor, Moody's Eligible Assets, Moody's Exposure Period, Moody's
Hedging Transactions, Moody's Industry Classification, Moody's Loan Category,
1940 Act Cure Date, 1940 Act Preferred Shares Asset Coverage, Preferred Shares
Basic Maintenance Amount, Preferred Shares Basic Maintenance Cure Date,
Preferred Shares Basic Maintenance Report, Short Term Money Market Instruments,
Treasury Bonds, Valuation Date and Volatility Factor (and any terms defined
within such definitions) have been determined by the Board of Trustees of the
Trust in order to obtain a rating of "AAA" from Fitch Ratings and a rating of
"Aaa" from Moody's on the Preferred Shares on their Date of Original Issue; and
the Board of Trustees of the Trust shall have the authority, without shareholder
approval, to amend, alter or repeal from time to time the foregoing definitions
(and any terms defined within such definitions) and the restrictions and
guidelines set forth thereunder if Fitch Ratings, Moody's or any Substitute
Rating Agency advises the Trust in writing that such amendment, alteration or
repeal will not adversely affect its then current rating on the Preferred
Shares.

    11.2 Dividends.  (a)  The Holders of a particular series of Preferred Shares
shall be entitled to receive, when, as and if declared by the Board of Trustees
of the Trust, out of funds legally available therefor, cumulative dividends each
consisting of cash at the Applicable Rate and no more, payable on the respective
dates set forth below.  Dividends on the shares of each series of Preferred
Shares so declared and payable shall be paid in preference to and in priority
over any dividends declared and payable on the Common Shares.

    (b)  (i)  Cash dividends on shares of each series of Preferred Shares shall
accumulate from the Date of Original Issue and shall be payable, when, as and if
declared by the Board of Trustees of the Trust, out of funds legally available
therefor, commencing on the Initial Dividend Payment Date.  Following the
Initial Dividend Payment Date for a series of Preferred Shares, dividends on
that series of Preferred Shares will be payable, at the option of the Trust,
either (i) with respect to any 7-Day Dividend Period and any Short Term Dividend
Period of 35 or fewer days, on the day next succeeding the last day thereof, or
(ii) with respect to any Short Term Dividend Period of more than 35 days and
with respect to any Long Term Dividend Period, monthly on the first Business Day
of each calendar month during such Short Term Dividend Period or Long Term
Dividend Period and on the day next succeeding the last day thereof (each such
date referred to in clause (i) or (ii) being herein referred to as a "Normal
Dividend Payment Date"), except that if such Normal Dividend Payment Date is not
a Business Day, then the Dividend Payment Date shall be the first Business Day
next succeeding such Normal Dividend Payment Date.  Although any particular
Dividend Payment Date may not occur on the originally scheduled date because of
the exceptions discussed above, the next succeeding Dividend Payment Date,
subject to such exceptions, will occur on the next following originally
scheduled date.  If for any reason a Dividend Period for a series of Preferred
Shares is scheduled to begin on the same day and end on the same day as a
Dividend Period for another series of Preferred Shares, then the last day of
such Dividend Period for such other series of Preferred Shares shall be the
second Business Day next succeeding such scheduled day unless the Trust obtains
the opinion of tax counsel referred to in this paragraph.  Subject to the
limitation in the next sentence, if for any reason a Dividend Payment Date
cannot be fixed as described above, then the Board of Trustees of the Trust
shall fix the Dividend Payment Date.  However, no Dividend Period of any series
of Preferred Shares shall be co-extensive with any Dividend Period of any other
series of Preferred Shares unless the Trust has received an opinion of tax
counsel that having such co-extensive periods will not affect the deductibility,
for federal income tax purposes, of dividends paid on the different series of
Preferred Shares.  The Board of Trustees of the Trust before authorizing a
dividend may change a Dividend Payment Date if such change does not adversely
affect the contract rights of the Holders of Preferred Shares set forth in the
Declaration of Trust or the Bylaws.  The Initial Dividend Period, 7-Day Dividend
Periods and Special Dividend Periods with respect to a series of Preferred
Shares are hereinafter sometimes referred to as "Dividend Periods."  Each
dividend payment date determined as provided above is hereinafter referred to as
a "Dividend Payment Date."

    (ii)  Each dividend shall be paid to the Holders as they appear in the Stock
Register as of 12:00 noon, New York City time, on the Business Day preceding the
Dividend Payment Date.  Dividends in arrears for any past Dividend Period may be
declared and paid at any time, without reference to any regular Dividend Payment
Date, to the Holders as they appear on the Stock Register on a date, not
exceeding 15 days prior to the payment date therefor, as may be fixed by the
Board of Trustees of the Trust.

    (c)  (i)  During the period from and including the Date of Original Issue to
but excluding the Initial Dividend Payment Date for a series of Preferred Shares
(the "Initial Dividend Period"), the Applicable Rate for such series of
Preferred Shares shall be the Initial Dividend Rate.  Commencing on the Initial
Dividend Payment Date for a series of Preferred Shares, the Applicable Rate on
that series for each subsequent dividend period (hereinafter referred to as a
"Subsequent Dividend Period"), which Subsequent Dividend Period shall commence
on and include a Dividend Payment Date and shall end on and include the calendar
day prior to the next Dividend Payment Date (or last Dividend Payment Date in a
Dividend Period if there is more than one Dividend Payment Date), shall be equal
to the rate per annum that results from implementation of the Auction
Procedures.

    For a series of Preferred Shares, the Applicable Rate for such series for
each Dividend Period commencing during a Non-Payment Period shall be equal to
the Non-Payment Period Rate; and each Dividend Period, commencing after the
first day of and during, but not after the end of, a Non-Payment Period shall be
a 7-Day Dividend Period.  Except in the case of the willful failure of the Trust
to pay a dividend on a Dividend Payment Date or to redeem any Preferred Shares
on the date set for such redemption, any amount of any dividend due on any
Dividend Payment Date (if, prior to the close of business on the second Business
Day preceding such Dividend Payment Date, the Trust has declared such dividend
payable on such Dividend Payment Date to the Holders of such Preferred Shares as
of 12:00 noon, New York City time, on the Business Day preceding such Dividend
Payment Date) or redemption price with respect to any Preferred Shares not paid
to such Holders when due may be paid to such Holders in the same form of funds
by 12:00 noon, New York City time, on any of the first three Business Days after
such Dividend Payment Date or due date, as the case may be, provided that such
amount is accompanied by a late charge calculated for such period of non-payment
at the Non-Payment Period Rate applied to the amount of such non-payment based
on the actual number of days comprising such period (excluding any days that
would have been Business Days but for the occurrence of any unforeseen event or
unforeseen events that caused such days not to be Business Days) divided by 365,
and in such case such period shall not constitute a Non-Payment Period;
provided, however, that the Trust shall not be required to pay any late charge
if it declares a dividend on the Dividend Payment Date or the Business Day
immediately preceding such Dividend Payment Date in accordance with clause (i)
of the definition of "Non-Payment Period" and deposits payment for such dividend
as contemplated by clause (ii)(A) of the definition of "Non-Payment Period" on
or before the second Business Day succeeding the day on which the dividend was
declared.  In the case of a willful failure of the Trust to pay a dividend on a
Dividend Payment Date or to redeem any Preferred Shares on the date set for such
redemption, the preceding sentence shall not apply and the Applicable Rate for
the Dividend Period commencing during the Non-Payment Period resulting from such
failure shall be the Non-Payment Period Rate.  For the purposes of the
foregoing, payment to a person in same-day funds on any Business Day at any time
shall be considered equivalent to payment to such person in New York Clearing
House (next-day) funds at the same time on the preceding Business Day, and any
payment made after 12:00 noon, New York City time, on any Business Day shall be
considered to have been made instead in the same form of funds and to the same
person before 12:00 noon, New York City time, on the next Business Day.

    (ii)  The amount of cash dividends per share of any series of Preferred
Shares payable (if declared) on the Initial Dividend Payment Date, each Dividend
Payment Date of any 7-Day Dividend Period and each Dividend Payment Date of each
Short Term Dividend Period shall be computed by multiplying the Applicable Rate
for such Dividend Period by a fraction, the numerator of which will be the
number of days in such Dividend Period or part thereof that such share was
outstanding and the denominator of which will be 365, multiplying the amount so
obtained by $25,000, and rounding the amount so obtained to the nearest cent.
During any Long Term Dividend Period, the amount of cash dividends per share of
a series of Preferred Shares payable (if declared) on any Dividend Payment Date
shall be computed by multiplying the Applicable Rate for such Dividend Period by
a fraction, the numerator of which will be such number of days in such part of
such Dividend Period that such share was outstanding and for which dividends are
payable on such Dividend Payment Date and the denominator of which will be 360,
multiplying the amount so obtained by $25,000, and rounding the amount so
obtained to the nearest cent.

    (iii)  The Trust may, at its sole option and to the extent permitted by law,
by telephonic and written notice (a "Request for Special Dividend Period") to
the Auction Agent and to each Broker-Dealer, request that the next succeeding
Dividend Period for a series of Preferred Shares be a number of days (other than
seven), evenly divisible by seven and not fewer than fourteen nor more than 364
in the case of a Short Term Dividend Period or one whole year or more but not
greater than five years in the case of a Long Term Dividend Period, specified in
such notice, provided that the Trust may not give a Request for Special Dividend
Period for a Dividend Period of greater than 28 days (and any such request shall
be null and void) unless, for any Auction occurring after the initial Auction,
Sufficient Clearing Bids were made in the last occurring Auction and unless full
cumulative dividends and any amounts due with respect to redemptions have been
paid in full.  Such Request for Special Dividend Period, in the case of a Short
Term Dividend Period, shall be given on or prior to the second Business Day but
not more than seven Business Days prior to an Auction Date for a series of
Preferred Shares and, in the case of a Long Term Dividend Period, shall be given
on or prior to the second Business Day but not more than 28 days prior to an
Auction Date for a series of Preferred Shares.  Upon receiving such Request for
Special Dividend Period, the Broker-Dealer(s) shall jointly determine the
Optional Redemption Price of the Preferred Shares during such Special Dividend
Period and the Specific Redemption Provisions and shall give the Trust and the
Auction Agent written notice (a "Response") of such determination by no later
than the second Business Day prior to such Auction Date.  In making such
determination the Broker-Dealer(s) will consider (1) existing short-term and
long-term market rates and indices of such short-term and long-term rates,
(2) existing market supply and demand for short-term and long-term securities,
(3) existing yield curves for short-term and long-term securities comparable to
the Preferred Shares, (4) industry and financial conditions which may affect the
Preferred Shares, (5) the investment objectives of the Trust, and (6) the
Dividend Periods and dividend rates at which current and potential beneficial
holders of the Preferred Shares would remain or become beneficial holders.
After providing the Request for Special Dividend Period to the Auction Agent and
each Broker-Dealer as set forth above, the Trust may by no later than the second
Business Day prior to such Auction Date give a notice (a "Notice of Special
Dividend Period") to the Auction Agent, the Securities Depository and each
Broker-Dealer which notice will specify (i) the duration of the Special Dividend
Period, (ii) the Optional Redemption Price as specified in the related Response
and (iii) the Specific Redemption Provisions, if any, as specified in the
related Response.  The Trust also shall provide a copy of such Notice of Special
Dividend Period to Fitch Ratings, Moody's and any Substitute Rating Agency.  The
Trust shall not give a Notice of Special Dividend Period and, if the Trust has
given a Notice of Special Dividend Period, the Trust is required to give
telephonic and written notice of its revocation (a "Notice of Revocation") to
the Auction Agent, each Broker-Dealer, and the Securities Depository on or prior
to the Business Day prior to the relevant Auction Date if (x) either the 1940
Act Preferred Shares Asset Coverage is not satisfied or the Trust shall fail to
maintain Fitch Eligible Assets and Moody's Eligible Assets each with an
aggregate Discounted Value at least equal to the Preferred Shares Basic
Maintenance Amount, on each of the two Valuation Dates immediately preceding the
Business Day prior to the relevant Auction Date on an actual basis and on a pro
forma basis giving effect to the proposed Special Dividend Period (using as a
pro forma dividend rate with respect to such Special Dividend Period the
dividend rate which the Broker-Dealers shall advise the Trust is an
approximately equal rate for securities similar to the Preferred Shares with an
equal dividend period) or (y) sufficient funds for the payment of dividends
payable on the immediately succeeding Dividend Payment Date have not been
irrevocably deposited with the Auction Agent by the close of business on the
third Business Day preceding the Auction Date immediately preceding such
Dividend Payment Date.  The Trust also shall provide a copy of such Notice of
Revocation to Fitch Ratings, Moody's and any Substitute Rating Agency.  If the
Trust is prohibited from giving a Notice of Special Dividend Period as a result
of any of the factors enumerated in clause (x) or (y) above or if the Trust
gives a Notice of Revocation with respect to a Notice of Special Dividend Period
for any series of Preferred Shares, the next succeeding Dividend Period will be
a 7-Day Dividend Period.  In addition, in the event Sufficient Clearing Bids are
not made in an Auction, or if an Auction is not held for any reason, such next
succeeding Dividend Period will be a 7-Day Dividend Period and the Trust may not
again give a Notice of Special Dividend Period for the Preferred Shares (and any
such attempted notice shall be null and void) until Sufficient Clearing Bids
have been made in an Auction with respect to a 7-Day Dividend Period.  If an
Auction is not held because an unforeseen event or unforeseen events cause a day
that otherwise would have been a Dividend Payment Date or an Auction Date not to
be a Business Day, then the length of the Dividend Period relating to such
Dividend Payment Date shall be extended by seven days (or a multiple thereof if
necessary because of such unforeseen event or events) (an "Extension Period"),
the Applicable Rate for such Extension Period shall be the Applicable Rate for
the Dividend Period so extended and the Dividend Payment Date for such Dividend
Period shall be the first Business Day next succeeding the end of such Extension
Period.

    (d)  (i)  Holders shall not be entitled to any dividends, whether payable in
cash, property or Preferred Shares, in excess of full cumulative dividends as
herein provided.  Except for the late charge payable pursuant to Section
11.2(c)(i) hereof, no interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment on the Preferred Shares that may be
in arrears.

    (ii)  For so long as any Preferred Share is Outstanding, the Trust shall not
declare, pay or set apart for payment any dividend or other distribution (other
than a dividend or distribution paid in shares of, or options, warrants or
rights to subscribe for or purchase, Common Shares or other shares of beneficial
interest, if any, ranking junior to the Preferred Shares as to dividends or upon
liquidation) in respect of the Common Shares or any other shares of beneficial
interest of the Trust ranking junior to or on a parity with the Preferred Shares
as to dividends or upon liquidation, or call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Shares or any other such junior
shares (except by conversion into or exchange for shares of the Trust ranking
junior to the Preferred Shares as to dividends and upon liquidation) or any
other such Parity Shares (except by conversion into or exchange for stock of the
Trust ranking junior to or on a parity with the Preferred Shares as to dividends
and upon liquidation), unless (A) immediately after such transaction, the Trust
shall have Fitch Eligible Assets and Moody's Eligible Assets each with an
aggregate Discounted Value equal to or greater than the Preferred Shares Basic
Maintenance Amount and the Trust shall maintain the 1940 Act Preferred Shares
Asset Coverage, (B) full cumulative dividends on Preferred Shares due on or
prior to the date of the transaction have been declared and paid or shall have
been declared and sufficient funds for the payment thereof deposited with the
Auction Agent and (C) the Trust has redeemed the full number of Preferred Shares
required to be redeemed by any provision for mandatory redemption contained
herein.

    (e)  Each dividend shall consist of cash at the Applicable Rate.

    (f)  No fractional Preferred Shares shall be issued.

    (g)  Solely for purposes of the proviso in clause (i) under the definition
of "Non-Payment Period," the second parenthetical in the second sentence of the
second paragraph of Section 11.2(c)(i) of these Bylaws and the last sentence of
Section 11.2(c)(iii) of these Bylaws, any day on which banks in New York City
generally are closed, for any reason, while the New York Stock Exchange remains
open for trading and any day which otherwise would be a Business Day as defined
in these Bylaws on which the Auction Agent is closed for business, for any
reason, shall be considered a day which is not a Business Day.

    11.3 Liquidation Rights.  Upon any liquidation, dissolution or winding up of
the Trust, whether voluntary or involuntary, the Holders shall be entitled to
receive, out of the assets of the Trust available for distribution to
shareholders, before any distribution or payment is made upon any Common Shares
or any other shares of beneficial interest ranking junior in right of payment
upon liquidation to the Preferred Shares, the sum of $25,000 per share plus
accumulated but unpaid dividends (whether or not earned or declared) thereon to
the date of distribution, and after such payment the Holders will be entitled to
no other payments.  If upon any liquidation, dissolution or winding up of the
Trust, the amounts payable with respect to the Preferred Shares and any other
Outstanding class or series of preferred shares of beneficial interest of the
Trust ranking on a parity with the Preferred Shares as to payment upon
liquidation are not paid in full, the Holders and the holders of such other
class or series will share ratably in any such distribution of assets in
proportion to the respective preferential amounts to which they are entitled.
After payment of the full amount of the liquidating distribution to which they
are entitled, the Holders will not be entitled to any further participation in
any distribution of assets by the Trust.  A consolidation, merger or statutory
share exchange of the Trust with or into any other Trust or entity or a sale,
whether for cash, shares of stock, securities or properties, of all or
substantially all or any part of the assets of the Trust shall not be deemed or
construed to be a liquidation, dissolution or winding up of the Trust.

    11.4 Redemption.  (a)  Preferred Shares shall be redeemable by the Trust as
provided below:

    (i)  To the extent permitted under the 1940 Act and Massachusetts law, upon
giving a Notice of Redemption, the Trust at its option may redeem shares of any
series of Preferred Shares, in whole or in part, out of funds legally available
therefor, at the Optional Redemption Price per share, on any Dividend Payment
Date; provided that no Preferred Share may be redeemed at the option of the
Trust during (A) the Initial Dividend Period with respect to a series of shares
or (B) a Non-Call Period to which such share is subject.

    (ii)  The Trust shall redeem, out of funds legally available therefor, at
the Mandatory Redemption Price per share, Preferred Shares to the extent
permitted under the 1940 Act and Massachusetts law, on a date fixed by the Board
of Trustees of the Trust, if the Trust fails to maintain Fitch Eligible Assets
and Moody's Eligible Assets each with an aggregate Discounted Value equal to or
greater than the Preferred Shares Basic Maintenance Amount as provided in
Section 11.7(a) or to satisfy the 1940 Act Preferred Shares Asset Coverage as
provided in Section 11.6 and such failure is not cured on or before the
Preferred Shares Basic Maintenance Cure Date or the 1940 Act Cure Date (herein
collectively referred to as a "Cure Date"), as the case may be.  The number of
Preferred Shares to be redeemed shall be equal to the lesser of (i) the minimum
number of Preferred Shares the redemption of which, if deemed to have occurred
immediately prior to the opening of business on the Cure Date, together with all
other preferred shares of beneficial interest of the Trust subject to redemption
or retirement, would result in the Trust having Fitch Eligible Assets and
Moody's Eligible Assets each with an aggregate Discounted Value equal to or
greater than the Preferred Shares Basic Maintenance Amount or satisfaction of
the 1940 Act Preferred Shares Asset Coverage, as the case may be, on such Cure
Date (provided that, if there is no such minimum number of Preferred Shares and
other preferred shares of beneficial interest of the Trust the redemption of
which would have such result, all Preferred Shares and other preferred shares of
beneficial interest of the Trust then Outstanding shall be redeemed), and (ii)
the maximum number of Preferred Shares, together with all other preferred shares
of beneficial interest of the Trust subject to redemption or retirement, that
can be redeemed out of funds expected to be legally available therefor on such
redemption date.  In determining the number of Preferred Shares required to be
redeemed in accordance with the foregoing, the Trust shall allocate the number
required to be redeemed which would result in the Trust having Fitch Eligible
Assets and Moody's Eligible Assets each with an aggregate Discounted Value equal
to or greater than the Preferred Shares Basic Maintenance Amount or satisfaction
of the 1940 Act Preferred Shares Asset Coverage, as the case may be, pro rata
among Preferred Shares of all series and other preferred shares of beneficial
interest of the Trust subject to redemption pursuant to provisions similar to
those contained in this Section 11.4(a)(ii); provided that Preferred Shares
which may not be redeemed at the option of the Trust due to the designation of a
Non-Call Period applicable to such shares (A) will be subject to mandatory
redemption only to the extent that other shares are not available to satisfy the
number of shares required to be redeemed and (B) will be selected for redemption
in an ascending order of outstanding number of days remaining in the Non-Call
Period (with shares with the lowest number of days to be redeemed first) and by
lot in the event of shares having an equal number of days remaining in such Non-
Call Period.  The Trust shall effect such redemption on a Business Day which is
not later than 35 days after such Cure Date, except that if the Trust does not
have funds legally available for the redemption of all of the required number of
Preferred Shares and other preferred shares of beneficial interest of the Trust
which are subject to mandatory redemption or the Trust otherwise is unable to
effect such redemption on or prior to 35 days after such Cure Date, the Trust
shall redeem those Preferred Shares which it is unable to redeem on the earliest
practicable date on which it is able to effect such redemption out of funds
legally available therefor.

    (b)  Notwithstanding any other provision of this Section 11.4, no Preferred
Shares may be redeemed pursuant to Section 11.4(a)(i) of these Bylaws unless (i)
all dividends in arrears on all remaining outstanding Parity Shares shall have
been or are being contemporaneously paid or declared and set apart for payment,
and (ii) redemption thereof would result in the Trust's failure to maintain
Fitch Eligible Assets or Moody's Eligible Assets with an aggregate Discounted
Value equal to or greater than the Preferred Shares Basic Maintenance Amount.
In the event that less than all the outstanding shares of a series of Preferred
Shares are to be redeemed and there is more than one Holder, the shares of that
series of Preferred Shares to be redeemed shall be selected by lot or such other
method as the Trust shall deem fair and equitable.

    (c)  Whenever Preferred Shares are to be redeemed, the Trust, not less than
17 nor more than 30 days prior to the date fixed for redemption, shall mail a
notice ("Notice of Redemption") by first-class mail, postage prepaid, to each
Holder of Preferred Shares to be redeemed and to the Auction Agent.  The Notice
of Redemption shall set forth (i) the redemption date, (ii) the amount of the
redemption price, (iii) the aggregate number of Preferred Shares of such series
to be redeemed, (iv) the place or places where Preferred Shares of such series
are to be surrendered for payment of the redemption price, (v) a statement that
dividends on the shares to be redeemed shall cease to accumulate on such
redemption date and (vi) the provision of these Bylaws pursuant to which such
shares are being redeemed.  No defect in the Notice of Redemption or in the
mailing or publication thereof shall affect the validity of the redemption
proceedings, except as required by applicable law.

    If the Notice of Redemption shall have been given as aforesaid and,
concurrently or thereafter, the Trust shall have deposited in trust with the
Auction Agent, or segregated in an account at the Trust's custodian bank for the
benefit of the Auction Agent, Deposit Securities (with a right of substitution)
having an aggregate Discounted Value equal to the redemption payment for the
Preferred Shares as to which such Notice of Redemption has been given with
irrevocable instructions and authority to pay the redemption price to the
Holders of such shares, then upon the date of such deposit or, if no such
deposit is made, then upon such date fixed for redemption (unless the Trust
shall default in making the redemption payment), all rights (including without
limitation voting rights) of the Holders of such shares as shareholders of the
Trust by reason of the ownership of such shares will cease and terminate (except
their right to receive the redemption price in respect thereof, but without
interest), and such shares shall no longer be deemed Outstanding.  The Trust
shall be entitled to receive, from time to time, from the Auction Agent the
interest, if any, on such Deposit Securities deposited with it and the Holders
of any shares so redeemed shall have no claim to any of such interest.  In case
the Holder of any shares so called for redemption shall not claim the redemption
payment for his shares within one year after the date of redemption, the Auction
Agent shall, upon demand, pay over to the Trust such amount remaining on deposit
and the Auction Agent shall thereupon be relieved of all responsibility to the
Holder of such shares called for redemption and such Holder thereafter shall
look only to the Trust for the redemption payment.

    11.5 Voting Rights.  (a)  General.  Except as otherwise provided in the
Declaration of Trust or Bylaws or as otherwise required by applicable law, each
Holder of AMPS shall be entitled to one vote for each share held on each matter
submitted to a vote of shareholders of the Trust, and the holders of Outstanding
preferred shares of beneficial interest of the Trust, including AMPS, and of
Common Shares shall vote together as a single class; provided that the holders
of Outstanding preferred shares of beneficial interest of the Trust, including
AMPS, shall be entitled, as a class, to the exclusion of the holders of all
other securities and classes of shares of beneficial interest of the Trust, to
elect two Trustees of the Trust. Subject to Section 11.5(b) hereof, the holders
of shares of beneficial interest of the Trust, including the holders of
preferred shares of beneficial interest of the Trust, including Preferred
Shares, voting as a single class, shall elect the balance of the trustees.

    (b)  Right to Elect Majority of Board of Trustees.  Except as otherwise
required by law, during any period in which any one or more of the conditions
described below shall exist (such period being referred to herein as a "Voting
Period"), the number of trustees constituting the Board of Trustees of the Trust
shall be automatically increased by the smallest number that, when added to the
two trustees elected exclusively by the holders of preferred shares of
beneficial interest of the Trust, would constitute a majority of the Board of
Trustees of the Trust as so increased by such smallest number; and the holders
of preferred shares of beneficial interest of the Trust shall be entitled,
voting separately as one class (to the exclusion of the holders of all other
securities and classes of shares of beneficial interest of the Trust), to elect
such smallest number of additional trustees, together with the two trustees that
such holders are in any event entitled to elect.

    A Voting Period shall commence:

    (i)  if at any time accumulated dividends (whether or not earned or
declared, and whether or not funds are then legally available in an amount
sufficient therefor) on the outstanding Preferred Shares equal to at least two
full years' dividends shall be due and unpaid and sufficient cash or specified
securities shall not have been deposited with the Auction Agent for the payment
of such accumulated dividends; or

    (ii)  if at any time holders of any preferred shares of beneficial interest
of the Trust, including the holders of Preferred Shares, are entitled to elect a
majority of the trustees of the Trust under the 1940 Act.

    Upon the termination of a Voting Period, the voting rights described in this
Section 11.5(b) shall cease, subject always, however, to the revesting of such
voting rights in the Holders upon the further occurrence of any of the events
described in Section 11.5(b).

    (c)  Right to Vote with Respect to Certain Other Matters.  So long as any
Preferred Shares are outstanding, the Trust shall not, without the affirmative
vote of the holders of a majority of the Preferred Shares Outstanding at the
time, voting separately as one class: (i) authorize, create or issue any class
or series of shares of beneficial interest ranking prior to the Preferred Shares
or any other series of preferred shares of beneficial interest of the Trust with
respect to payment of dividends or the distribution of assets on liquidation;
provided, however, that no vote is required to authorize the issuance of another
series of Preferred Shares or another class of preferred shares of beneficial
interest of the Trust that is substantially identical in all respects to the
Preferred Shares, or (ii) amend, alter or repeal the provisions of the
Declaration of Trust or Bylaws, whether by merger, consolidation or otherwise,
so as to adversely affect any of the contract rights expressly set forth in the
Declaration of Trust or Bylaws of holders of Preferred Shares or any other
preferred shares of beneficial interest of the Trust.  To the extent permitted
under the 1940 Act, in the event shares of more than one series of Preferred
Shares are outstanding, the Trust shall not approve any of the actions set forth
in clause (i) or (ii) which adversely affects the contract rights expressly set
forth in the Declaration of Trust or Bylaws of a Holder of a series of Preferred
Shares differently than those of a Holder of any other series of Preferred
Shares without the affirmative vote of the holders of at least a majority of the
Preferred Shares of each series adversely affected and Outstanding at such time
(each such adversely affected series voting separately as a class).  Unless a
higher percentage is provided for under the Declaration of Trust or these
Bylaws, the affirmative vote of the holders of a majority of the outstanding
preferred shares of beneficial interest of the Trust, including Preferred
Shares, voting together as a single class, will be required to approve any plan
of reorganization (including bankruptcy proceedings) adversely affecting such
shares or any action requiring a vote of security holders under Section 13(a) of
the 1940 Act.  To the extent permitted under the 1940 Act, in the event shares
of more than one series of Preferred Shares are outstanding, with respect to any
action requiring Shareholder approval pursuant to the operation of Section 2 or
Section 3 of Article V of the Declaration of Trust, the affirmative vote of at
least seventy-five percent of the Preferred Shares of each series Outstanding at
such time (each such series voting separately as a class) shall also be
required.  The class (and, where applicable, series) vote of holders of
preferred shares of beneficial interest of the Trust, including Preferred
Shares, described above will in each case be in addition to a separate vote of
the requisite percentage of Common Shares and preferred shares of beneficial
interest of the Trust, including Preferred Shares, voting together as a single
class necessary to authorize the action in question.

    (d)  Voting Procedures.

    (i)  As soon as practicable after the accrual of any right of the holders of
preferred shares of beneficial interest of the Trust to elect additional
trustees as described in Section 11.5(b) above, the Trust shall call a special
meeting of such holders and instruct the Auction Agent and any other registrar
for preferred shares of beneficial interest of the Trust other than Preferred
Shares to mail a notice of such special meeting to such holders, such meeting to
be held not less than 10 nor more than 20 days after the date of mailing of such
notice.  If the Trust fails to send such notice to the Auction Agent and any
other applicable registrar, or if the Trust does not call such a special
meeting, it may be called by any such holder on like notice.  The record date
for determining the holders entitled to notice of and to vote at such special
meeting shall be the close of business on the fifth Business Day preceding the
day on which such notice is mailed.  At any such special meeting and at each
meeting held during a Voting Period at which trustees are to be elected, such
holders, voting together as a class (to the exclusion of the holders of all
other securities and classes of shares of beneficial interest of the Trust),
shall be entitled to elect the number of Trustees prescribed in Section 11.5(b)
above.  At any such meeting or adjournment thereof in the absence of a quorum, a
majority of such holders present in person or by proxy shall have the power to
adjourn the meeting without notice, other than by an announcement at the
meeting, to a date not more than 120 days after the original record date.

    (ii)  Except as otherwise required by applicable law, for purposes of
determining any rights of the Holders to vote on any matter or the number of
shares required to constitute a quorum, whether such right is created by these
Bylaws, by the other provisions of the Declaration of Trust, by statute or
otherwise, a Preferred Share which is not Outstanding shall not be counted.

    (iii)  The terms of office of all persons who are trustees of the Trust at
the time of a special meeting of Holders and holders of other preferred shares
of beneficial interest of the Trust to elect trustees shall continue,
notwithstanding the election at such meeting by the Holders and such other
holders of the number of trustees that they are entitled to elect, and the
persons so elected by the Holders and such other holders, together with the two
incumbent trustees elected by the Holders and such other holders of preferred
shares of beneficial interest of the Trust and the remaining incumbent trustees
elected by the holders of the Common Shares and preferred shares of beneficial
interest of the Trust, shall constitute the duly elected trustees of the Trust.

    (iv)  Simultaneously with the expiration of a Voting Period, the terms of
office of the additional trustees elected by the Holders and holders of other
preferred shares of beneficial interest of the Trust pursuant to Section 11.5(b)
above shall terminate, the remaining trustees shall constitute the trustees of
the Trust and the voting rights of the Holders and such other holders to elect
additional trustees pursuant to Section 11.5(b) above shall cease, subject to
the provisions of the last sentence of Section 11.5(b).

    (e)  Exclusive Remedy.  Unless otherwise required by law, the Holders shall
not have any rights or preferences other than those specifically set forth
herein.  The Holders shall have no preemptive rights or rights to cumulative
voting.  In the event that the Trust fails to pay any dividends on the Preferred
Shares, the exclusive remedy of the Holders shall be the right to vote for
trustees pursuant to the provisions of this Section 11.5.

    11.6 1940 Act Preferred Shares Asset Coverage.  The Trust shall maintain, as
of the last Business Day of each month in which any Preferred Shares are
outstanding, the 1940 Act Preferred Shares Asset Coverage.

    11.7 Preferred Shares Basic Maintenance Amount.  (a)  So long as any
Preferred Shares are outstanding and any Rating Agency so requires, the Trust
shall maintain, on each Valuation Date, and shall verify to its satisfaction
that it is maintaining on such Valuation Date, Fitch Eligible Assets and Moody's
Eligible Assets each having an aggregate Discounted Value equal to or greater
than the Preferred Shares Basic Maintenance Amount.  Upon any failure to
maintain the required Discounted Value, the Trust will use its best efforts to
alter the composition of its portfolio to retain a Discounted Value of both
Fitch Eligible Assets and Moody's Eligible Assets at least equal to the
Preferred Shares Basic Maintenance Amount on or prior to the Preferred Shares
Basic Maintenance Cure Date.

    (b)  On or before 5:00 p.m., New York City time, on the third Business Day
after a Valuation Date on which the Trust fails to satisfy the Preferred Shares
Basic Maintenance Amount, the Trust shall complete and deliver to (i) the
Auction Agent and (ii) Fitch Ratings, Moody's and any other Rating Agency then
rating the Preferred Shares the Discounted Value of whose Eligible Assets fails
to satisfy the Preferred Shares Basic Maintenance Amount, as applicable, a
complete Preferred Shares Basic Maintenance Report as of the date of such
failure, which will be deemed to have been delivered to such recipient if the
recipient receives a copy or telecopy, telex or other electronic transcription
thereof and on the same day the Trust mails to the recipient for delivery on the
next Business Day the complete Preferred Shares Basic Maintenance Report.  The
Trust will deliver a Preferred Shares Basic Maintenance Report to each
applicable Rating Agency on or before 5:00 p.m., New York City time, on the
third Business Day after a Valuation Date on which the Trust cures its failure
to maintain Eligible Assets of each applicable Rating Agency with an aggregate
Discounted Value equal to or greater than the Preferred Shares Basic Maintenance
Amount or on which the Trust fails to maintain Eligible Assets of each
applicable Rating Agency with an aggregate Discounted Value which exceeds the
Preferred Shares Basic Maintenance Amount by 5% or more.  The Trust will also
deliver a Preferred Shares Basic Maintenance Report to the Auction Agent, Fitch
Ratings and Moody's as of each Quarterly Valuation Date on or before the third
Business Day after such date.  Additionally, on or before 5:00 p.m., New York
City time, on the third Business Day after the first day of a Special Dividend
Period, the Trust will deliver a Preferred Shares Basic Maintenance Report to
the Auction Agent, Fitch Ratings and Moody's.  The Trust shall also provide
Fitch Ratings or Moody's with a Preferred Shares Basic Maintenance Report when
specifically requested by Fitch Ratings or Moody's, respectively.

    (c)  Within ten Business Days after the date of delivery of a Preferred
Shares Basic Maintenance Report in accordance with Section 11.7(b) above
relating to a Quarterly Valuation Date (except as described in the following
sentence), the Independent Accountant will confirm in writing to the Auction
Agent and Moody's, (i) the mathematical accuracy of the calculations reflected
in such Report, (ii) that, in such Report, the Trust correctly determined the
assets of the Trust which constitute Fitch Eligible Assets and Moody's Eligible
Assets at such Quarterly Valuation Date in accordance with these Bylaws, (iii)
that, in such Report, the Trust determined whether the Trust had, at such
Quarterly Valuation Date in accordance with these Bylaws, Fitch Eligible Assets
and Moody's Eligible Assets each with an aggregate Discounted Value at least
equal to the Preferred Shares Basic Maintenance Amount, (iv) with respect to the
S&P ratings on portfolio securities of the Trust, the issuer name, issue size
and coupon rate, if any, listed in such Report, that the Independent Accountant
has verified such information in reference to third-party information sources
(such as Reuters or Bloomberg) and the Independent Accountant shall provide a
listing in its letter of any differences, (v) with respect to the Fitch Ratings'
ratings on portfolio securities of the Trust, the issuer name, issue size and
coupon rate, if any, listed in such Report, that the Independent Accountant has
verified such information in reference to third-party information sources (such
as Reuters or Bloomberg) and the Independent Accountant shall provide a listing
in its letter of any differences, (vi) with respect to the Moody's ratings on
portfolio securities of the Trust, the issuer name, issue size and coupon rate,
if any, listed in such Report, that the Independent Accountant has verified such
information in reference to third-party information sources (such as Reuters or
Bloomberg) and the Independent Accountant shall provide a listing in its letter
of any differences and (vii) that the Independent Accountant has compared the
prices in such Report to the prices in the applicable pricing appraisal report
provided by the custodian of the Trust's assets to the Trust for purposes of
valuing securities in the Trust's portfolio and verified that such information
agrees (in the event such information does not agree, the Independent Accountant
will provide a listing in its letter of such differences) (such confirmation is
herein called the "Accountant's Confirmation").  Notwithstanding the foregoing
sentence, the Independent Accountant will provide the confirmation described in
the foregoing sentence with respect to Preferred Shares Basic Maintenance
Reports delivered pursuant to the third sentence of Section 11.7(b) above only
for such Preferred Shares Basic Maintenance Reports relating to the last fiscal
quarter of each fiscal year.

    (d)  Within ten Business Days after the date of delivery to the Auction
Agent and Moody's of a Preferred Shares Basic Maintenance Report in accordance
with Section 11.7(b) above relating to the Preferred Shares Basic Maintenance
Cure Date with respect to such failure, the Trust shall cause the Independent
Accountant to provide to the Auction Agent and Moody's an Accountant's
Confirmation as to such Preferred Shares Basic Maintenance Report.

    (e)  If any Accountant's Confirmation delivered pursuant to subparagraph (c)
or (d) of this Section 11.7 shows that an error was made in the Preferred Shares
Basic Maintenance Report for a particular Valuation Date for which such
Accountant's Confirmation was required to be delivered, or shows that a lower
aggregate Discounted Value for the aggregate of all Fitch Eligible Assets or
Moody's Eligible Assets of the Trust was determined by the Independent
Accountant, the calculation or determination made by such Independent Accountant
shall be final and conclusive and shall be binding on the Trust, and the Trust
shall accordingly amend and deliver the Preferred Shares Basic Maintenance
Report to the Auction Agent and each applicable Rating Agency promptly following
receipt by the Trust of such Accountant's Confirmation.

    (f)  Within five Business Day after the Date of Original Issue of the
Preferred Shares, the Trust will complete and deliver to Moody's a Preferred
Shares Basic Maintenance Report as of the close of business on such Date of
Original Issue.  Also, on or before 5:00 p.m., New York City time, on the first
Business Day after Common Shares are repurchased by the Trust, the Trust will
complete and deliver to Fitch Ratings and Moody's a Preferred Shares Basic
Maintenance Report as of the close of business on such date that Common Shares
are repurchased.

    11.8 Certain Other Restrictions.  (a)  For so long as any Preferred Shares
are rated by Moody's, the Trust will not buy or sell financial futures
contracts, write, purchase or sell call options on financial futures contracts
or purchase put options on financial futures contracts or write call options
(except covered call options) on portfolio securities unless it receives written
confirmation from Moody's that engaging in such transactions would not impair
the ratings then assigned to the Preferred Shares by Moody's, except that the
Trust may purchase or sell exchange-traded financial futures contracts based on
any index approved by Moody's or Treasury Bonds, and purchase, write or sell
exchange-traded put options on such financial futures contracts, any index
approved by Moody's or Treasury Bonds, and purchase, write or sell exchange-
traded call options on such financial futures contracts, any index approved by
Moody's or Treasury Bonds (collectively "Moody's Hedging Transactions"), subject
to the following limitations:

    (i) the Trust will not engage in any Moody's Hedging Transaction based on
any index approved by Moody's (other than transactions that terminate a futures
contract or option held by the Trust by the Trust's taking the opposite position
thereto ("Closing Transactions")) that would cause the Trust at the time of such
transaction to own or have sold:

    (A)  outstanding financial futures contracts based on such index exceeding
in number 10% of the average number of daily traded financial futures contracts
based on such index in the 30 days preceding the time of effecting such
transaction as reported by The Wall Street Journal; or

    (B)  outstanding financial futures contracts based on any index approved by
Moody's having a Market Value exceeding 50% of the Market Value of all portfolio
securities of the Trust constituting Moody's Eligible Assets owned by the Trust
(other than Moody's Eligible Assets already subject to a Moody's Hedging
Transaction);

    (ii) the Trust will not engage in any Moody's Hedging Transaction based on
Treasury Bonds (other than Closing Transactions) that would cause the Trust at
the time of such transaction to own or have sold:

    (A)  outstanding financial futures contracts based on Treasury Bonds with
such contracts having an aggregate Market Value exceeding 20% of the aggregate
Market Value of Moody's Eligible Assets owned by the Trust and rated Aa by
Moody's (or, if not rated by Moody's but rated by S&P, rated AAA by S&P); or

    (B)  outstanding financial futures contracts based on Treasury Bonds with
such contracts having an aggregate Market Value exceeding 80% of the aggregate
Market Value of all portfolio securities of the Trust constituting Moody's
Eligible Assets owned by the Trust (other than Moody's Eligible Assets already
subject to a Moody's Hedging Transaction) and rated Baa or A by Moody's (or, if
not rated by Moody's but rated by S&P, rated A or AA by S&P)

(for purposes of the foregoing clauses (i) and (ii), the Trust shall be
deemed to own the number of financial futures contracts that underlie any
outstanding options written by the Trust);

    (iii) the Trust will engage in Closing Transactions to close out any
outstanding financial futures contract based on any index approved by Moody's if
the amount of open interest in such index as reported by The Wall Street Journal
is less than an amount to be mutually determined by Moody's and the Trust;

    (iv) the Trust will engage in a Closing Transaction to close out any
outstanding financial futures contract by no later than the fifth Business Day
of the month in which such contract expires and will engage in a Closing
Transaction to close out any outstanding option on a financial futures contract
by no later than the first Business Day of the month in which such option
expires;

    (v) the Trust will engage in Moody's Hedging Transactions only with respect
to financial futures contracts or options thereon having the next settlement
date or the settlement date immediately thereafter;

    (vi) the Trust (A) will not engage in options and futures transactions for
leveraging or speculative purposes, except that an option or futures transaction
shall not for these purposes be considered a leveraged position or speculative
so long as the combination of the Trust's non-derivative positions, together
with the relevant option or futures transaction, produces a synthetic investment
position, or the same economic result, that could be achieved by an investment,
consistent with the Trust's investment objectives and policies, in a security
that is not an option or futures transaction, and (B) will not write any call
options or sell any financial futures contracts for the purpose of hedging the
anticipated purchase of an asset prior to completion of such purchase; and

    (vii) while the Trust may use options and futures transactions for hedging
and risk management purposes, it will not enter into an option or futures
transaction unless, after giving effect thereto, the Trust would continue to
have Moody's Eligible Assets with an aggregate Discounted Value equal to or
greater than the Preferred Shares Basic Maintenance Amount.

    (b)  For purposes of determining whether the Trust has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the Preferred
Shares Basic Maintenance Amount, the Discounted Value of Moody's Eligible Assets
that the Trust is obligated to deliver or receive pursuant to an outstanding
futures contract or option shall be as follows:

    (i) assets subject to call options written by the Trust that are either
exchange-traded and "readily reversible" or that expire within 49 days after the
date as of which such valuation is made shall be valued at the lesser of (A)
Discounted Value and (B) the exercise price of the call option written by the
Trust;

    (ii) assets subject to call options written by the Trust not meeting the
requirements of clause (i) of this sentence shall have no value;

    (iii) assets subject to put options written by the Trust shall be valued at
the lesser of (A) the exercise price and (B) the Discounted Value of the assets
subject to the option;

    (iv) futures contracts shall be valued at the lesser of (A) settlement price
and (B) the Discounted Value of the assets subject to the futures contract,
provided that, if a contract matures within 49 days after the date as of which
such valuation is made, where the Trust is the seller the contract may be valued
at the settlement price and where the Trust is the buyer the contract may be
valued at the Discounted Value of the assets subject to the futures contract;
and

    (v) where delivery may be made to the Trust with any security of a class of
securities, the Trust shall assume that it will take delivery of the security
with the lowest Discounted Value.

    (c)  For purposes of determining whether the Trust has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the Preferred
Shares Basic Maintenance Amount, the following amounts shall be subtracted from
the aggregate Discounted Value of the Moody's Eligible Assets held by the Trust
to the extent the relevant asset is a Moody's Eligible Asset:

    (i) 10% of the exercise price of a written call option;

    (ii) the exercise price of any written put option;

    (iii) where the Trust is the seller under a financial futures contract, 10%
of the settlement price of the financial futures contract;

    (iv) where the Trust is the purchaser under a financial futures contract,
any amounts payable by the Trust under such financial futures contract;

    (v) the settlement price of the underlying financial futures contract if the
Trust writes put options on a financial futures contract; and

    (vi) 105% of the Market Value of the underlying financial futures contract
if the Trust writes call options on a financial futures contract and does not
own the underlying contract.

    (d)  For so long as any Preferred Shares are rated by Moody's, the Trust
will not enter into any "Forward Commitment," herein defined as any contract to
purchase securities for a fixed price at a future date beyond customary
settlement time (other than such contracts that constitute Fitch Hedging
Transactions or Moody's Hedging Transactions, as applicable), except that the
Trust may enter into Forward Commitments subject to the following limitations:

    (i) for each Forward Commitment, the Trust will maintain with its custodian
(A) cash, cash equivalents or short-term, fixed-income securities rated P-1,
MIG-1 or VMIG-1 by Moody's or A-1 by S&P and maturing in one year or less with a
fair market value that equals or exceeds the amount by which the Trust's
obligations under any Forward Commitments to which it is from time to time a
party exceed obligations to the Trust arising from securities sales by the Trust
that are scheduled to settle at a future date, or (B) long-term, fixed-income
securities with a then current market value that equals or exceeds the amount by
which the Trust's obligations under any Forward Commitments to which it is from
time to time a party exceed obligations to the Trust arising from securities
sales by the Trust that are scheduled to settle on a future date, or (C) a
combination of assets described in (A) and (B) above that in the aggregate
equals or exceeds the amount by which the Trust's obligations under any Forward
Commitments to which it is from time to time a party exceed obligations to the
Trust arising from securities sales by the Trust that are scheduled to settle on
a future date; and

    (ii) the Trust will not enter into a Forward Commitment unless, after giving
effect thereto, the Trust would continue to have Moody's Eligible Assets with an
aggregate Discounted Value equal to or greater than the Preferred Shares Basic
Maintenance Amount.

For purposes of determining whether the Trust has Moody's Eligible Assets with
an aggregate Discounted Value that equals or exceeds the Preferred Shares Basic
Maintenance Amount, the Discounted Value of all Forward Commitments to which the
Trust is a party and of all securities deliverable to the Trust pursuant to such
Forward Commitments shall be zero.

    (e)  For so long as any Preferred Shares are Outstanding and Fitch Ratings
or Moody's or both is rating such shares, the Trust, unless it has received
written confirmation from Fitch Ratings or Moody's or both, as applicable, that
such action would not impair the rating then assigned to the Preferred Shares by
Fitch Ratings or Moody's or both, as applicable, will not:

    (i) borrow money except for the purpose of clearing transactions in
portfolio securities (which borrowings under any circumstances shall be limited
to an amount equal to 5% of the Market Value of the Trust's assets at the time
of such borrowings and which borrowings shall be repaid within 60 days and not
be extended or renewed and shall not cause the aggregate Discounted Value of
Fitch Eligible Assets or Moody's Eligible Assets, as applicable, to be less than
the Preferred Shares Basic Maintenance Amount);

    (ii) engage in short sales of securities;

    (iii) lend any securities;

    (iv) issue any class or series of shares of beneficial interest ranking
prior to or on a parity with the Preferred Shares with respect to the payment of
dividends or the distribution of assets upon dissolution, liquidation or winding
up of the Trust;

    (v) merge or consolidate into or with any other corporation or entity; and

    (vi) change any Pricing Service of the Trust.

    (f)  For so long as any Preferred Shares are rated by Fitch Ratings, the
Trust will not buy or sell financial futures contracts, write, purchase or sell
call options on financial futures contracts or purchase put options on financial
futures contracts or write call options (except covered call options) on
portfolio securities unless it receives written confirmation from Fitch Ratings
that engaging in such transactions would not impair the ratings then assigned to
the Preferred Shares by Fitch Ratings, except that the Trust may purchase or
sell exchange-traded financial futures contracts based on any index approved by
Fitch Ratings or Treasury Bonds, and purchase, write or sell exchange-traded put
options on such financial futures contracts, any index approved by Fitch Ratings
or Treasury Bonds and purchase, write or sell exchange-traded call options on
such financial futures contracts, any index approved by Fitch Ratings or
Treasury Bonds (collectively "Fitch Hedging Transactions"), subject to the
following limitations:

    (i)	the Trust will not engage in any Fitch Hedging Transaction based on any
index approved by Fitch Ratings (other than Closing Transactions) that would
cause the Trust at the time of such transaction to own or have sold outstanding
financial futures contracts based on such index exceeding in number 10% of the
average number of daily traded financial futures contracts based on such index
in the 30 days preceding the time of effecting such transaction as reported by
The Wall Street Journal;

    (ii)	the Trust will not engage in any Fitch Hedging Transaction based on
Treasury Bonds (other than Closing Transactions) that would cause the Trust at
the time of such transaction to own or have sold:

    (A) outstanding financial futures contracts based on Treasury Bonds with
such contracts having an aggregate Market Value exceeding 20% of the aggregate
Market Value of Fitch Eligible Assets owned by the Trust and rated at least AA
by Fitch Ratings (or, if not rated by Fitch Ratings, rated at least Aa by
Moody's; or, if not rated by Moody's, rated AAA by S&P); or

    (B) outstanding financial futures contracts based on Treasury Bonds with
such contracts having an aggregate Market Value exceeding 40% of the aggregate
Market Value of all Fitch Eligible Assets owned by the Trust (other than Fitch
Eligible Assets already subject to a Fitch Hedging Transaction) and rated at
least A or BBB by Fitch Ratings (or, if not rated by Fitch Ratings, rated at
least Baa by Moody's; or, if not rated by Moody's, rated at least A or AA by
S&P)

(for purposes of the foregoing clauses (i) and (ii), the Trust shall be deemed
to own futures contracts that underlie any outstanding options written by the
Trust);

    (iii)	the Trust will engage in Closing Transactions to close out any
outstanding financial futures contract based on any index approved by Fitch
Ratings if the amount of open interest in such index as reported by The Wall
Street Journal is less than an amount to be mutually determined by Fitch Ratings
and the Trust; and

    (iv)	the Trust will not enter into an option or futures transaction
unless, after giving effect thereto, the Trust would continue to have Fitch
Eligible Assets with an aggregate Discounted Value equal to or greater than the
Preferred Shares Basic Maintenance Amount.

    (g)  For purposes of determining whether the Trust has Fitch Eligible Assets
with an aggregate Discounted Value that equals or exceeds the Preferred Shares
Basic Maintenance Amount, the Discounted Value of Fitch Eligible Assets that the
Trust is obligated to deliver or receive pursuant to an outstanding futures
contract or option shall be as follows:

    (i)	assets subject to call options written by the Trust that are either
exchange-traded and "readily reversible" or that expire within 49 days after the
date as of which such valuation is made shall be valued at the lesser of (A)
Discounted Value and (B) the exercise price of the call option written by the
Trust;

    (ii)	assets subject to call options written by the Trust not meeting the
requirements of clause (i) of this sentence shall have no value;

    (iii)	assets subject to put options written by the Trust shall be valued
at the lesser of (A) the exercise price and (B) the Discounted Value of the
assets subject to the option;

    (iv)	futures contracts shall be valued at the lesser of (A) settlement
price and (B) the Discounted Value of the assets subject to the futures
contract, provided that, if a contract matures within 49 days after the date as
of which such valuation is made, where the Trust is the seller the contract may
be valued at the settlement price and where the Trust is the buyer the contract
may be valued at the Discounted Value of the assets subject to the futures
contract; and

    (v)	where delivery may be made to the Trust with any security of a class of
securities, the Trust shall assume that it will take delivery of the security
with the lowest Discounted Value.

    (h)  For purposes of determining whether the Trust has Fitch Eligible Assets
with an aggregate Discounted Value that equals or exceeds the Preferred Shares
Basic Maintenance Amount, the following amounts shall be subtracted from the
aggregate Discounted Value of the Fitch Eligible Assets held by the Trust to the
extent the relevant asset is a Fitch Eligible Asset:

    (i)	10% of the exercise price of a written call option;

    (ii)	the exercise price of any written put option;

    (iii)	where the Trust is the seller under a financial futures contract,
10% of the settlement price of the financial futures contract;

    (iv)	where the Trust is the purchaser under a financial futures contract,
the settlement price of assets purchased under such financial futures contract;

    (v)	the settlement price of the underlying financial futures contract if the
Trust writes put options on a financial futures contract and does not own the
underlying contract; and

    (vi)	105% of the Market Value of the underlying financial futures
contracts if the Trust writes call options on a financial futures contract and
does not own the underlying contract.

    (i)  For so long as any Preferred Shares are rated by Fitch Ratings, the
Trust will not enter into any Forward Commitments, except that the Trust may
enter into Forward Commitments subject to the following limitations:

    (i)	the Trust will maintain in a segregated account with its custodian cash,
cash equivalents or short-term, fixed-income securities rated F1 or better by
Fitch Ratings (or, if not rated by Fitch Ratings, rated P-1 by Moody's) and
maturing prior to the date of the Forward Commitment with a Market Value that
equals or exceeds the amount of the Trust's obligations under any Forward
Commitments to which it is from time to time a party or long-term fixed income
securities with a Discounted Value that equals or exceeds the amount of the
Trust's obligations under any Forward Commitment to which it is from time to
time a party; and

    (ii)	the Trust will not enter into a Forward Commitment unless, after
giving effect thereto, the Trust would continue to have Fitch Eligible Assets
with an aggregate Discounted Value equal to or greater than the Preferred Shares
Basic Maintenance Amount. For purposes of determining whether the Trust has
Fitch Eligible Assets with an aggregate Discounted Value that equals or exceeds
the Preferred Shares Basic Maintenance Amount, the Discounted Value of all
Forward Commitments to which the Trust is a party and of all securities
deliverable to the Trust pursuant to such Forward Commitments shall be zero.

    11.9 Notice.  All notices or communications, unless otherwise specified in
these Bylaws, shall be sufficiently given if in writing and delivered in person
or mailed by first-class mail, postage prepaid.  Notice shall be deemed given on
the earlier of the date received or the date seven days after which such notice
is mailed.

    11.10 Auction Procedures.  (a)  Certain Definitions.  As used in this
Section 11.10, the following terms shall have the following meanings, unless the
context otherwise requires:

    (i)  "Auction Date" means the first Business Day preceding the first day of
a Dividend Period.

    (ii)  "Available Preferred Shares" has the meaning specified in Section
11.10(d)(i)(A) below.

    (iii)  "Bid" has the meaning specified in Section 11.10(b)(i)(B) below.

    (iv)  "Bidder" has the meaning specified in Section 11.10(b)(i)(B) below.

    (v)  "Hold Order" has the meaning specified in Section 11.10(b)(i)(B) below.

    (vi)  "Maximum Applicable Rate" for any Dividend Period will be the
Applicable Percentage of the Reference Rate.  The Auction Agent will round each
applicable Maximum Applicable Rate to the nearest one-thousandth (0.001) of one
percent per annum, with any such number ending in five ten-thousandths of one
percent being rounded upwards to the nearest one-thousandth (0.001) of one
percent.  The Auction Agent will not round the applicable Reference Rate as part
of its calculation of the Maximum Applicable Rate.  The "Applicable Percentage"
shall be the percentage determined based on the lower of the credit ratings
assigned on such date by Moody's and Fitch Ratings as follows:

-----------------------------------------------------------------------
	    Moody's            	Fitch	        Applicable
	Credit Rating	    Credit Rating	    Percentage
-------------------   ---------------       ------------
	Aa3 or above	  AA- or above	        150%
	A3 to A1	      A- to A+	            160%
	Baa3 to Baa1	  BBB- to BBB+	        250%
	Below Baa3	      Below BBB-	        275%

    The Applicable Percentage as so determined shall be further subject to
upward but not downward adjustment in the discretion of the Board of Trustees of
the Trust after consultation with the Broker-Dealers, provided that the Board of
Trustees has received assurance from Moody's and Fitch Ratings and from any
other Rating Agency then rating the Preferred Shares that such increase will not
impair such Rating Agency's rating thereof, and further provided that
immediately following any such increase the Trust would be in compliance with
the Preferred Shares Basic Maintenance Amount.  The Trust shall take all
reasonable action necessary to enable Moody's and Fitch Ratings to provide a
rating for each series of Preferred Shares.  If Moody's or Fitch Ratings shall
not make such a rating available, Citigroup Global Markets Inc. or its
affiliates and successors, after consultation with the Trust, shall select
another Rating Agency to act as a Substitute Rating Agency.

    (vii)  "Order" has the meaning specified in Section 11.10(b)(i)(B) below.

    (viii)  "Preferred Shares" means the Preferred Shares being auctioned
pursuant to this Section 11.10.

    (ix)  "Sell Order" has the meaning specified in Section 11.10(b)(i)(B)
below.

    (x)  "Submission Deadline" means 1:00 p.m., New York City time, on any
Auction Date or such other time on any Auction Date as may be specified by the
Auction Agent from time to time as the time by which each Broker-Dealer must
submit to the Auction Agent in writing all Orders obtained by it for the Auction
to be conducted on such Auction Date.

    (xi)  "Submitted Bid" has the meaning specified in Section 11.10(d)(i)
below.

    (xii)  "Submitted Hold Order" has the meaning specified in Section
11.10(d)(i) below.

    (xiii)  "Submitted Order" has the meaning specified in Section 11.10(d)(i)
below.

    (xiv)  "Submitted Sell Order" has the meaning specified in Section
11.10(d)(i) below.

    (xv)  "Sufficient Clearing Bids" has the meaning specified in Section
11.10(d)(i) below.

    (xvi)  "Winning Bid Rate" has the meaning specified in Section
11.10(d)(i)(C) below.

    (b)  Orders by Beneficial Owners, Potential Beneficial Owners, Existing
Holders and Potential Holders.

    (i)  Unless otherwise permitted by the Trust, Beneficial Owners and
Potential Beneficial Owners may only participate in Auctions through their
Broker-Dealers. Broker-Dealers will submit the Orders of their respective
customers who are Beneficial Owners and Potential Beneficial Owners to the
Auction Agent, designating themselves as Existing Holders in respect of shares
subject to Orders submitted or deemed submitted to them by Beneficial Owners and
as Potential Holders in respect of shares subject to Orders submitted to them by
Potential Beneficial Owners.  A Broker-Dealer may also hold Preferred Shares in
its own account as a Beneficial Owner.  A Broker-Dealer may thus submit Orders
to the Auction Agent as a Beneficial Owner or a Potential Beneficial Owner and
therefore participate in an Auction as an Existing Holder or Potential Holder on
behalf of both itself and its customers.  On or prior to the Submission Deadline
on each Auction Date:

    (A)  each Beneficial Owner may submit to its Broker-Dealer information as
to:

    (1) the number of Outstanding Preferred Shares, if any, held by such
Beneficial Owner which such Beneficial Owner desires to continue to hold without
regard to the Applicable Rate for the next succeeding Dividend Period for such
shares;

    (2) the number of Outstanding Preferred Shares, if any, held by such
Beneficial Owner which such Beneficial Owner desires to continue to hold,
provided that the Applicable Rate for the next succeeding Dividend Period for
such shares shall not be less than the rate per annum specified by such
Beneficial Owner; and/or

    (3) the number of Outstanding Preferred Shares, if any, held by such
Beneficial Owner which such Beneficial Owner offers to sell without regard to
the Applicable Rate for the next succeeding Dividend Period; and

    (B) each Broker-Dealer, using a list of Potential Beneficial Owners that
shall be maintained in good faith for the purpose of conducting a competitive
Auction, shall contact Potential Beneficial Owners, including Persons that are
not Beneficial Owners, on such list to determine the number of Outstanding
Preferred Shares, if any, which each such Potential Beneficial Owner offers to
purchase, provided that the Applicable Rate for the next succeeding Dividend
Period shall not be less than the rate per annum specified by such Potential
Beneficial Owner.

    For the purposes hereof, the communication by a Beneficial Owner or
Potential Beneficial Owner to a Broker-Dealer, or the communication by a Broker-
Dealer acting for its own account to the Auction Agent, of information referred
to in clause (A) or (B) of this Section 11.10(b)(i) is hereinafter referred to
as an "Order" and each Beneficial Owner and each Potential Beneficial Owner
placing an Order, including a Broker-Dealer acting in such capacity for its own
account, is hereinafter referred to as a "Bidder"; an Order containing the
information referred to in clause (A)(1) of this Section 11.10(b)(i) is
hereinafter referred to as a "Hold Order"; an Order containing the information
referred to in clause (A)(2) or (B) of this Section 11.10(b)(i) is hereinafter
referred to as a "Bid"; and an Order containing the information referred to in
clause (A)(3) of this Section 11.10(b)(i) is hereinafter referred to as a "Sell
Order."  Inasmuch as a Broker-Dealer participates in an Auction as an Existing
Holder or a Potential Holder only to represent the interests of a Beneficial
Owner or Potential Beneficial Owner, whether it be its customers or itself, all
discussion herein relating to the consequences of an Auction for Existing
Holders and Potential Holders also applies to the underlying beneficial
ownership interests represented.

    (ii)  (A)  A Bid by a Beneficial Owner or an Existing Holder shall
constitute an irrevocable offer to sell:

    (1)  the number of Outstanding Preferred Shares specified in such Bid if the
Applicable Rate determined on such Auction Date shall be less than the rate per
annum specified in such Bid; or

    (2)  such number or a lesser number of Outstanding Preferred Shares to be
determined as set forth in Section 11.10(e)(i)(D) if the Applicable Rate
determined on such Auction Date shall be equal to the rate per annum specified
therein; or


    (3)  a lesser number of Outstanding Preferred Shares to be determined as set
forth in Section 11.10(e)(ii)(C) if such specified rate per annum shall be
higher than the Maximum Applicable Rate and Sufficient Clearing Bids do not
exist.

    (B)  A Sell Order by a Beneficial Owner or an Existing Holder shall
constitute an irrevocable offer to sell:

    (1)  the number of Outstanding Preferred Shares specified in such Sell
Order; or

    (2)  such number or a lesser number of Outstanding Preferred Shares to be
determined as set forth in Section 11.10(e)(ii)(C) if Sufficient Clearing Bids
do not exist.

    (C)  A Bid by a Potential Holder shall constitute an irrevocable offer to
purchase:

    (1)  the number of Outstanding Preferred Shares specified in such Bid if the
Applicable Rate determined on such Auction Date shall be higher than the rate
per annum specified in such Bid; or

    (2)  such number or a lesser number of Outstanding Preferred Shares to be
determined as set forth in Section 11.10(e)(i)(E) if the Applicable Rate
determined on such Auction Date shall be equal to the rate per annum specified
therein.

    (c)  Submission of Orders by Broker-Dealers to Auction Agent.

    (i)  Each Broker-Dealer shall submit in writing or through the Auction
Agent's auction processing system to the Auction Agent prior to the Submission
Deadline on each Auction Date all Orders obtained by such Broker-Dealer,
designating itself (unless otherwise permitted by the Trust) as an Existing
Holder in respect of shares subject to Orders submitted or deemed submitted to
it by Beneficial Owners and as a Potential Holder in respect of shares subject
to Orders submitted to it by Potential Beneficial Owners, and specifying with
respect to each Order:

    (A)  the name of the Bidder placing such Order (which shall be the Broker-
Dealer unless otherwise permitted by the Trust);

    (B)  the aggregate number of Outstanding Preferred Shares that are the
subject of such Order;

    (C)  to the extent that such Bidder is a Beneficial Owner or an Existing
Holder:

    (1)  the number of Outstanding Preferred Shares, if any, subject to any Hold
Order placed by such Beneficial Owner or Existing Holder;

    (2)  the number of Outstanding Preferred Shares, if any, subject to any Bid
placed by such Beneficial Owner or Existing Holder and the rate per annum
specified in such Bid; and

    (3)  the number of Outstanding Preferred Shares, if any, subject to any Sell
Order placed by such Beneficial Owner or Existing Holder; and

    (D) to the extent such Bidder is a Potential Holder, the rate per annum
specified in such Potential Holder's Bid.

    (ii)  If any rate per annum specified in any Bid contains more than three
figures to the right of the decimal point, the Auction Agent shall round such
rate up to the next highest one-thousandth (.001) of 1%.

    (iii)  If an Order or Orders covering all of the Outstanding Preferred
Shares held by an Existing Holder are not submitted to the Auction Agent prior
to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the
case of an Auction relating to a Special Dividend Period of 28 days or less) or
a Sell Order (in the case of an Auction relating to a Special Dividend Period of
longer than 28 days) to have been submitted on behalf of such Existing Holder
covering the number of Outstanding Preferred Shares held by such Existing Holder
and not subject to Orders submitted to the Auction Agent.

    (iv)  If one or more Orders on behalf of an Existing Holder covering in the
aggregate more than the number of Outstanding Preferred Shares held by such
Existing Holder are submitted to the Auction Agent, such Order shall be
considered valid as follows and in the following order of priority:

    (A)  any Hold Order submitted on behalf of such Existing Holder shall be
considered valid up to and including the number of Outstanding Preferred Shares
held by such Existing Holder; provided that if more than one Hold Order is
submitted on behalf of such Existing Holder and the number of Preferred Shares
subject to such Hold Orders exceeds the number of Outstanding Preferred Shares
held by such Existing Holder, the number of Preferred Shares subject to each of
such Hold Orders shall be reduced pro rata so that such Hold Orders, in the
aggregate, will cover exactly the number of Outstanding Preferred Shares held by
such Existing Holder;

    (B)  any Bids submitted on behalf of such Existing Holder shall be
considered valid, in the ascending order of their respective rates per annum if
more than one Bid is submitted on behalf of such Existing Holder, up to and
including the excess of the number of Outstanding Preferred Shares held by such
Existing Holder over the number of Preferred Shares subject to any Hold Order
referred to in Section 11.10(c)(iv)(A) above (and if more than one Bid submitted
on behalf of such Existing Holder specifies the same rate per annum and together
they cover more than the remaining number of shares that can be the subject of
valid Bids after application of Section 11.10(c)(iv)(A) above and of the
foregoing portion of this Section 11.10(c)(iv)(B) to any Bid or Bids specifying
a lower rate or rates per annum, the number of shares subject to each of such
Bids shall be reduced pro rata so that such Bids, in the aggregate, cover
exactly such remaining number of shares); and the number of shares, if any,
subject to Bids not valid under this Section 11.10(c)(iv)(B) shall be treated as
the subject of a Bid by a Potential Holder; and

    (C)  any Sell Order shall be considered valid up to and including the excess
of the number of Outstanding Preferred Shares held by such Existing Holder over
the number of Preferred Shares subject to Hold Orders referred to in Section
11.10(c)(iv)(A) and Bids referred to in Section 11.10(c)(iv)(B); provided that
if more than one Sell Order is submitted on behalf of any Existing Holder and
the number of Preferred Shares subject to such Sell Orders is greater than such
excess, the number of Preferred Shares subject to each of such Sell Orders shall
be reduced pro rata so that such Sell Orders, in the aggregate, cover exactly
the number of Preferred Shares equal to such excess.

    (v)  If more than one Bid is submitted on behalf of any Potential Holder,
each Bid submitted shall be a separate Bid with the rate per annum and number of
Preferred Shares therein specified.

    (vi)  Any Order submitted by a Beneficial Owner as a Potential Beneficial
Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to
the Submission Deadline on any Auction Date shall be irrevocable.

    (vii)  The Trust shall not be responsible for a Broker-Dealer's failure to
act in accordance with the instructions of Beneficial Owners or Potential
Beneficial Owners or failure to comply with the provisions of this Section
11.10.

    (d)  Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate.

    (i)  Not earlier than the Submission Deadline on each Auction Date, the
Auction Agent shall assemble all Orders submitted or deemed submitted to it by
the Broker-Dealers (each such Order as submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a "Submitted Hold
Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or,
more generally, as a "Submitted Order") and shall determine:

    (A)  the excess of the total number of Outstanding Preferred Shares over the
number of Outstanding Preferred Shares that are the subject of Submitted Hold
Orders (such excess being hereinafter referred to as the "Available Preferred
Shares");

    (B)  from the Submitted Orders whether the number of Outstanding Preferred
Shares that are the subject of Submitted Bids by Potential Holders specifying
one or more rates per annum equal to or lower than the Maximum Applicable Rate
exceeds or is equal to the sum of:

    (1)  the number of Outstanding Preferred Shares that are the subject of
Submitted Bids by Existing Holders specifying one or more rates per annum higher
than the Maximum Applicable Rate, and

    (2)  the number of Outstanding Preferred Shares that are subject to
Submitted Sell Orders (if such excess or such equality exists (other than
because the number of Outstanding Preferred Shares in clause (1) above and this
clause (2) are each zero because all of the Outstanding Preferred Shares are the
subject of Submitted Hold Orders), such Submitted Bids by Potential Holders
being hereinafter referred to collectively as "Sufficient Clearing Bids"); and

    (C)  if Sufficient Clearing Bids exist, the lowest rate per annum specified
in the Submitted Bids (the "Winning Bid Rate") that if:

    (1)  each Submitted Bid from Existing Holders specifying the Winning Bid
Rate and all other Submitted Bids from Existing Holders specifying lower rates
per annum were rejected, thus entitling such Existing Holders to continue to
hold the Preferred Shares that are the subject of such Submitted Bids, and

    (2)  each Submitted Bid from Potential Holders specifying the Winning Bid
Rate and all other Submitted Bids from Potential Holders specifying lower rates
per annum were accepted, thus entitling the Potential Holders to purchase the
Preferred Shares that are the subject of such Submitted Bids, would result in
the number of shares subject to all Submitted Bids specifying the Winning Bid
Rate or a lower rate per annum being at least equal to the Available Preferred
Shares.

    (ii)  Promptly after the Auction Agent has made the determinations pursuant
to Section 11.10(d)(i), the Auction Agent shall advise the Trust of the Maximum
Applicable Rate and, based on such determinations, the Applicable Rate for the
next succeeding Dividend Period as follows:

    (A)  if Sufficient Clearing Bids exist, that the Applicable Rate for the
next succeeding Dividend Period shall be equal to the Winning Bid Rate;

    (B)  if Sufficient Clearing Bids do not exist (other than because all of the
Outstanding Preferred Shares are the subject of Submitted Hold Orders), that the
Applicable Rate for the next succeeding Dividend Period shall be equal to the
Maximum Applicable Rate; or

    (C)  if all of the Outstanding Preferred Shares are the subject of Submitted
Hold Orders, that the Dividend Period next succeeding the Auction shall
automatically be the same length as the immediately preceding Dividend Period
and the Applicable Rate for the next succeeding Dividend Period shall be equal
to 80% of the Reference Rate on the date of the Auction.

    (e)  Acceptance and Rejection of Submitted Bids and Submitted Sell Orders
and Allocation of Shares.  Existing Holders shall continue to hold the Preferred
Shares that are subject to Submitted Hold Orders, and, based on the
determinations made pursuant to Section 11.10(d)(i), the Submitted Bids and
Submitted Sell Orders shall be accepted or rejected and the Auction Agent shall
take such other action as set forth below:

    (i)  If Sufficient Clearing Bids have been made, subject to the provisions
of Section 11.10(e)(iii) and Section 11.10(e)(iv), Submitted Bids and Submitted
Sell Orders shall be accepted or rejected in the following order of priority and
all other Submitted Bids shall be rejected:

    (A)  the Submitted Sell Orders of Existing Holders shall be accepted and the
Submitted Bid of each of the Existing Holders specifying any rate per annum that
is higher than the Winning Bid Rate shall be accepted, thus requiring each such
Existing Holder to sell the Outstanding Preferred Shares that are the subject of
such Submitted Sell Order or Submitted Bid;

    (B)  the Submitted Bid of each of the Existing Holders specifying any rate
per annum that is lower than the Winning Bid Rate shall be rejected, thus
entitling each such Existing Holder to continue to hold the Outstanding
Preferred Shares that are the subject of such Submitted Bid;

    (C)  the Submitted Bid of each of the Potential Holders specifying any rate
per annum that is lower than the Winning Bid Rate shall be accepted;

    (D)  the Submitted Bid of each of the Existing Holders specifying a rate per
annum that is equal to the Winning Bid Rate shall be rejected, thus entitling
each such Existing Holder to continue to hold the Outstanding Preferred Shares
that are the subject of such Submitted Bid, unless the number of Outstanding
Preferred Shares subject to all such Submitted Bids shall be greater than the
number of Outstanding Preferred Shares ("Remaining Shares") equal to the excess
of the Available Preferred Shares over the number of Outstanding Preferred
Shares subject to Submitted Bids described in Section 11.10(e)(i)(B) and Section
11.10(e)(i)(C), in which event the Submitted Bids of each such Existing Holder
shall be accepted, and each such Existing Holder shall be required to sell
Outstanding Preferred Shares, but only in an amount equal to the difference
between (1) the number of Outstanding Preferred Shares then held by such
Existing Holder subject to such Submitted Bid and (2) the number of Preferred
Shares obtained by multiplying (x) the number of Remaining Shares by (y) a
fraction the numerator of which shall be the number of Outstanding Preferred
Shares held by such Existing Holder subject to such Submitted Bid and the
denominator of which shall be the sum of the number of Outstanding Preferred
Shares subject to such Submitted Bids made by all such Existing Holders that
specified a rate per annum equal to the Winning Bid Rate; and

    (E)  the Submitted Bid of each of the Potential Holders specifying a rate
per annum that is equal to the Winning Bid Rate shall be accepted but only in
an amount equal to the number of Outstanding Preferred Shares obtained by
multiplying (x) the difference between the Available Preferred Shares and the
number of Outstanding Preferred Shares subject to Submitted Bids described in
Section 11.10(e)(i)(B), Section 11.10(e)(i)(C) and Section 11.10(e)(i)(D) by
(y) a fraction the numerator of which shall be the number of Outstanding
Preferred Shares subject to such Submitted Bid and the denominator of which
shall be the number of Outstanding Preferred Shares subject to such Submitted
Bids made by all such Potential Holders that specified rates per annum equal to
the Winning Bid Rate.

    (ii)  If Sufficient Clearing Bids have not been made (other than because all
of the Outstanding Preferred Shares are subject to Submitted Hold Orders),
subject to the provisions of Section 11.10 (e) (iii), Submitted Orders shall be
accepted or rejected as follows in the following order of priority and all other
Submitted Bids shall be rejected:

    (A)  the Submitted Bid of each Existing Holder specifying any rate per annum
that is equal to or lower than the Maximum Applicable Rate shall be rejected,
thus entitling such Existing Holder to continue to hold the Outstanding
Preferred Shares that are the subject of such Submitted Bid;

    (B)  the Submitted Bid of each Potential Holder specifying any rate per
annum that is equal to or lower than the Maximum Applicable Rate shall be
accepted, thus requiring such Potential Holder to purchase the Outstanding
Preferred Shares that are the subject of such Submitted Bid; and

    (C)  the Submitted Bids of each Existing Holder specifying any rate per
annum that is higher than the Maximum Applicable Rate shall be accepted and the
Submitted Sell Orders of each Existing Holder shall be accepted, in both cases
only in an amount equal to the difference between (1) the number of Outstanding
Preferred Shares then held by such Existing Holder subject to such Submitted Bid
or Submitted Sell Order and (2) the number of Preferred Shares obtained by
multiplying (x) the difference between the Available Preferred Shares and the
aggregate number of Outstanding Preferred Shares subject to Submitted Bids
described in Section 11.10 (e)(ii)(A) and Section 11.10(e)(ii)(B) by (y) a
fraction the numerator of which shall be the number of Outstanding Preferred
Shares held by such Existing Holder subject to such Submitted Bid or Submitted
Sell Order and the denominator of which shall be the number of Outstanding
Preferred Shares subject to all such Submitted Bids and Submitted Sell Orders.

    If all of the Outstanding shares of a series of Preferred Shares are subject
to Submitted Hold Orders, all Submitted Bids for shares of such series shall be
rejected.

    (iii)  If, as a result of the procedures described in Section 11.10(e), any
Existing Holder would be entitled or required to sell, or any Potential Holder
would be entitled or required to purchase, a fraction of a Preferred Share on
any Auction Date, the Auction Agent shall, in such manner as in its sole
discretion it shall determine, round up or down the number of Preferred Shares
to be purchased or sold by any Existing Holder or Potential Holder on such
Auction Date so that each Outstanding Preferred Share purchased or sold by each
Existing Holder or Potential Holder on such Auction Date shall be a whole
Preferred Share.

    (iv)  If, as a result of the procedures described in Section 11.10(e), any
Potential Holder would be entitled or required to purchase less than a whole
Preferred Share on any Auction Date, the Auction Agent shall, in such manner as
in its sole discretion it shall determine, allocate Preferred Shares for
purchase among Potential Holders so that only whole Preferred Shares are
purchased on such Auction Date by any Potential Holder, even if such allocation
results in one or more of such Potential Holders not purchasing any Preferred
Shares on such Auction Date.

    (v)  Based on the results of each Auction, the Auction Agent shall
determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders
on behalf of Existing Holders or Potential Holders, the aggregate number of
Outstanding Preferred Shares to be purchased and the aggregate number of the
Outstanding Preferred Shares to be sold by such Potential Holders and Existing
Holders and, to the extent that such aggregate number of Outstanding shares to
be purchased and such aggregate number of Outstanding shares to be sold differ,
the Auction Agent shall determine to which other Broker-Dealer or Broker-Dealers
acting for one or more purchasers such Broker-Dealer shall deliver, or from
which other Broker-Dealer or Broker-Dealers acting for one or more sellers such
Broker-Dealer shall receive, as the case may be, Outstanding Preferred Shares.

    (f)  Miscellaneous.

    (i)  To the extent permitted by applicable law, the Trust may in its sole
discretion interpret the provisions of this Section 11.10 to resolve any
inconsistency or ambiguity, remedy any formal defect or make any other change or
modification that does not substantially adversely affect the rights of
Beneficial Owners of Preferred Shares.

    (ii)  Unless otherwise permitted by the Trust, a Beneficial Owner or an
Existing Holder (A) may sell, transfer or otherwise dispose of Preferred Shares
only pursuant to a Bid or Sell Order in accordance with the procedures described
in this Section 11.10 or to or through a Broker-Dealer or to such other persons
as may be permitted by the Trust, provided that in the case of all transfers
other than pursuant to Auctions such Beneficial Owner or Existing Holder, its
Broker-Dealer, if applicable, or its Agent Member advises the Auction Agent of
such transfer and (B) except as otherwise required by law, shall have the
ownership of the Preferred Shares held by it maintained in book entry form by
the Securities Depository in the account of its Agent Member, which in turn will
maintain records of such Beneficial Owner's beneficial ownership.  The Trust may
not submit an Order in any Auction.

    (iii)  All of the Outstanding Preferred Shares of a series shall be
registered in the name of the nominee of the Securities Depository unless
otherwise required by law or unless there is no Securities Depository.  If there
is no Securities Depository, at the Trust's option and upon its receipt of such
documents as it deems appropriate, any Preferred Shares may be registered in the
Stock Register in the name of the Beneficial Owner thereof and such Beneficial
Owner thereupon will be entitled to receive certificates therefor and required
to deliver certificates therefor upon transfer or exchange thereof.

    11.11 Securities Depository; Stock Certificates.  (a)  If there is a
Securities Depository, all of the Preferred Shares of each series shall be
issued to the Securities Depository and registered in the name of the Securities
Depository or its nominee.  Certificates may be issued as necessary to represent
Preferred Shares.  All such certificates shall bear a legend to the effect that
such certificates are issued subject to the provisions restricting the transfer
of Preferred Shares contained in these Bylaws.  Unless the Trust shall have
elected, during a Non-Payment Period, to waive this requirement, the Trust will
also issue stop-transfer instructions to the Auction Agent for the Preferred
Shares.  Except as provided in paragraph (b) below, the Securities Depository or
its nominee will be the Holder, and no Beneficial Owner shall receive
certificates representing its ownership interest in such shares.

    (b)  If the Applicable Rate applicable to all Preferred Shares of a series
shall be the Non-Payment Period Rate or there is no Securities Depository, the
Trust may at its option issue one or more new certificates with respect to such
shares (without the legend referred to in Section 11.11(a)) registered in the
names of the Beneficial Owners or their nominees and rescind the stop-transfer
instructions referred to in Section 11.11(a) with respect to such shares.
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
                                     ARTICLE 12
                              Amendment to the Bylaws

    12.1 General.  Except to the extent that the Declaration of Trust or
applicable law requires a vote or consent of Shareholders, these Bylaws may be
amended, changed, altered or repealed, in whole or part, only by resolution of a
majority of the Trustees then in office at any meeting of the Trustees, or by
one or more writings signed by such Trustees.

    12.2	Article 11.  Without limiting the provisions of Section 12.1, the
Board of Trustees of the Trust may, by resolution duly adopted, without
shareholder approval (except as otherwise required by Article 11 or required by
applicable law), amend Article 11 to (a) reflect any amendments thereto which
the Board of Trustees of the Trust is entitled to adopt pursuant to the terms of
Article 11 without shareholder approval or (b) add additional series of
Preferred Shares or additional shares of a series of Preferred Shares (and terms
relating thereto) to the series and Preferred Shares described herein.  Each
such additional series and all such additional Preferred Shares shall be
governed by the terms of Article 11.

</TEXT>
</DOCUMENT>
