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<TYPE>EX-99.77Q1 OTHR EXHB
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<FILENAME>q771a2.txt
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                                     MASTER
                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                   THE TRUSTS IDENTIFIED ON APPENDIX A HERETO
                                 January 1, 2002
                                     MASTER
                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                   THE TRUSTS IDENTIFIED ON APPENDIX A HERETO
                                    ARTICLE I
                                   DEFINITIONS
         The  terms  "Commission",  "Declaration",   "Distributor",  "Investment
Adviser",  "Majority  Shareholder  Vote", "1940 Act",  "Shareholder",  "Shares",
"Transfer Agent",  "Trust",  "Trust Property" and "Trustees" have the respective
meanings  given them in the Amended  and  Restated  Declaration  of Trust of the
Trusts identified on Appendix A hereto.  References to a "Trust" mean each Trust
severally and not jointly. These By-Laws shall be subject to the Declaration for
all purposes.

                                   ARTICLE II

                                     OFFICES

          SECTION  1.  Principal  Office.  Until  changed by the  Trustees,  the
          principal    office   of   the   Trust   in   The    Commonwealth   of
          Massachusetts  shall  be in the City of
          Boston, County of Suffolk.

         SECTION  2.  Other  Offices.  The Trust may have  offices in such other
places  without  as well as within  The  Commonwealth  of  Massachusetts  as the
Trustees may from time to time determine.

                                   ARTICLE III

                                  SHAREHOLDERS

         SECTION 1. Meetings.  Meetings of the Shareholders may be called at any
time by a majority of the Trustees. Meetings of the Shareholders for the purpose
of considering the removal of a person serving as Trustee shall be called by the
Trustees if they are  requested in writing to do so by  Shareholders  holding in
the aggregate Shares  representing not less than ten percent (10%) of the voting
power of the  outstanding  Shares of the Trust having  voting  rights.  Any such
meeting shall be held within or without The  Commonwealth  of  Massachusetts  on
such day and at such time as the Trustees shall designate.

         Section 2. Notice of MeetingS.  Notice of all meetings of Shareholders,
stating  the time,  place and  purposes  of the  meeting,  shall be given by the
Trustees in accordance  with the  Declaration,  mailed or sent at least (ten) 10
days and not more than ninety (90) days before the  meeting.  Only the  business
stated in the notice of the meeting shall be  considered  at such  meeting.  Any
adjourned meeting may be held as adjourned  without further notice,  even if the
date of such  adjourned  meeting  is more than 90 days  after the  notice of the
meeting  was  mailed or sent.  Notwithstanding  the  foregoing,  if  either  the
President  or Clerk of the Trust,  or in the  absence or  unavailability  of the
President and the Clerk,  any officer of the Trust,  determines that as a result
of force majeure or an act of God or war, the date, time or place designated for
a meeting or adjourned meeting of Shareholders is not reasonably  practicable or
available,  such officer may, without further notice to Shareholders,  designate
such other date,  time or place for such  meeting or  adjourned  meeting as such
officer shall, in his or her sole discretion, determine. No notice need be given
to any  Shareholder  who shall have  failed to inform  the Trust of his  current
address or if a written waiver of notice,  executed  before or after the meeting
by the  Shareholder  or his  attorney  thereunto  authorized,  is filed with the
records of the meeting.

         Section 3. Record Date for Meetings. For the purpose of determining the
Shareholders  who are  entitled to notice of and to vote at any  meeting,  or to
participate  in any  distribution,  or for the purpose of any other action,  the
Trustees  may from time to time close the transfer  books for such  period,  not
exceeding  thirty (30) days, as the Trustees may determine;  or without  closing
the  transfer  books the  Trustees may fix a date not more than ninety (90) days
prior to the date of any meeting of Shareholders or distribution or other action
as a  record  date  for  the  determination  of the  persons  to be  treated  as
Shareholders  of record for such purpose.  The Trustees also may select the time
of day as of  which  the  calculations  for  determining  how  many  votes  each
Shareholder is entitled to pursuant to the Declaration shall be performed.

         Section  4.  Proxies.  At any  meeting of  Shareholders,  any holder of
Shares entitled to vote thereat may vote by proxy,  provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the Clerk,
or with such other  officer or agent of the Trust as the Clerk may  direct,  for
verification prior to the time at which such vote shall be taken.  Pursuant to a
vote of a majority of the Trustees,  proxies may be solicited in the name of one
or more Trustees or one or more of the officers of the Trust.  When any Share is
held  jointly by  several  persons,  any one of them may vote at any  meeting in
person  or by proxy in  respect  of such  Share  (and a proxy  shall be valid if
executed  by any one of them),  but if more than one of them shall be present at
such meeting in person or by proxy,  and such joint  owners or their  proxies so
present  disagree as to any vote to be cast,  such vote shall not be received in
respect of such Share.  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.  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.  If the
holder of any such Share is a minor or a person of unsound mind,  and subject to
guardianship  or to the legal  control of any other person as regards the charge
or  management  of such Share,  he may vote by his guardian or such other person
appointed  or having  such  control,  and such vote may be given in person or by
proxy. Any copy, facsimile telecommunication or other reliable reproduction of a
proxy may be  substituted  for or used in lieu of the original proxy for any and
all  purposes  for which the original  proxy could be used,  provided  that such
copy,  facsimile  telecommunication  or other  reproduction  shall be a complete
reproduction  of the entire original proxy or the portion thereof to be returned
by the Shareholder.

         Section  5.  QUORUM AND  ADJOURNMENT.  Except  when a larger  quorum is
required by any provision of law,  Shares  representing a majority of the voting
power of the outstanding  Shares  entitled to vote shall  constitute a quorum at
any  meeting of  Shareholders,  except  that  where any  provision  of law,  the
Declaration or these By-laws  requires that holders of any series or class shall
vote as a series or class, then Shares  representing a majority (unless a larger
quorum is  required as  specified  above) of the voting  power of the  aggregate
number of Shares of that series or class  entitled to vote shall be necessary to
constitute a quorum for the  transaction of business by that series or class. In
the  absence of a quorum,  Shareholders  entitled to cast votes  representing  a
majority of the voting power of the outstanding  Shares entitled to vote present
in person or by proxy,  or, where any provision of law, the Declaration or these
By-laws  requires  that holders of any series or class shall vote as a series or
class, Shareholders entitled to cast votes representing a majority of the voting
power of the outstanding Shares of that series or class entitled to vote present
in person or by proxy,  may adjourn the meeting from time to time until a quorum
shall be present.  Only  Shareholders of record shall be entitled to vote on any
matter.

          Section 6.  Inspection  of Records.  The records of the Trust shall be
          open to inspection by  Shareholders to the same extent as is permitted
          shareholders of a Massachusetts business corporation.

         Section 7. Action  without  Meeting.  Any action  which may be taken by
Shareholders  may be taken  without a meeting  if  Shareholders  holding  Shares
representing  a majority of the voting  power of the Shares  entitled to vote on
the matter (or such larger  proportion  thereof as shall be required by law, the
Declaration or these By-Laws for approval of such matter)  consent to the action
in writing and the 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.

                                   ARTICLE IV

                                    TRUSTEES

         Section  1.  Meetings  of the  Trustees.  The  Trustees  may  in  their
discretion  provide for regular or stated  meetings of the  Trustees.  Notice of
regular or stated  meetings  need not be given.  Meetings of the Trustees  other
than regular or stated meetings shall be held whenever called by the Chairman or
by any one of the  Trustees at the time being in office.  Notice of the time and
place of each meeting  other than regular or stated  meetings  shall be given by
the Secretary or an Assistant  Secretary,  or the Clerk or an Assistant Clerk or
by the  officer  or  Trustee  calling  the  meeting  and shall be mailed to each
Trustee at least two days before the meeting,  or shall be telegraphed,  cabled,
or wirelessed or sent by facsimile or other  electronic means to each Trustee at
his usual or last known business or residence address,  or personally  delivered
to him at least one day before the meeting.  Such notice may, however, be waived
by any  Trustee.  Notice  of a  meeting  need not be given to any  Trustee  if a
written waiver of notice,  executed by him 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. A notice or waiver of notice need not  specify the purpose of any  meeting.
Except  as  provided  by law the  Trustees  may  meet by  means  of a  telephone
conference  circuit or similar  communications  equipment  by means of which all
persons  participating  in the  meeting  can hear each  other,  which  telephone
conference  meeting  shall be deemed to have been held at a place  designated by
the Trustees at the meeting.  Participation  in a telephone  conference  meeting
shall constitute presence in person at such meeting.

         Section 2.  Quorum and Manner of  Acting.  A majority  of the  Trustees
shall be present at any regular or special  meeting of the  Trustees in order to
constitute a quorum for the  transaction of business at such meeting and (except
as otherwise  required by law, the  Declaration  or these  By-Laws) the act of a
majority  of the  Trustees  present  at any such  meeting,  at which a quorum is
present,  shall  be the act of the  Trustees.  In the  absence  of a  quorum,  a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.

                                    ARTICLE V

                          COMMITTEES AND ADVISORY BOARD

         Section 1.  Executive and Other  Committees.  The Trustees by vote of a
majority  of all the  Trustees  may elect  from  their own  number an  Executive
Committee  to consist of not less than three (3)  Trustees to hold office at the
pleasure of the  Trustees  which shall have the power to conduct the current and
ordinary business of the Trust while the Trustees are not in session,  including
the purchase and sale of  securities  and the  designation  of  securities to be
delivered upon  redemption of Shares of the Trust,  and such other powers of the
Trustees as the  Trustees  may,  from time to time,  delegate  to the  Executive
Committee  except those powers which by law, the  Declaration  or these  By-Laws
they  are  prohibited  from  delegating.  The  Trustees  may  also  elect  other
Committees from time to time, the number composing such  Committees,  the powers
conferred upon the same (subject to the same  limitations as with respect to the
Executive  Committee)  and the  term of  membership  on  such  Committees  to be
determined  by the  Trustees.  The Trustees may designate a Chairman of any such
Committee.  In the absence of such  designation  a  Committee  may elect its own
Chairman.

         Section 2.  Meeting, Quorum and Manner of Acting.  The Trustees may:

          (i) provide for stated meetings of any Committee;

          (ii)  specify  the manner of calling and notice  required  for special
          meetings of any Committee;

          (iii)  specify  the  number of  members  of a  Committee  required  to
          constitute a quorum and the number of members of a Committee  required
          to exercise specified powers delegated to such Committee;

          (iv) authorize the making of decisions to exercise specified powers by
          written  assent of the  requisite  number of  members  of a  Committee
          without a meeting; and

          (v)  authorize  the  members  of a  Committee  to meet by  means  of a
          telephone  conference circuit or similar  communications  equipment by
          means of which all persons  participating in the meeting can hear each
          other.

         Each Committee shall keep and maintain  regular minutes of its meetings
and records of decisions taken without a meeting.

         Section 3. Advisory  Board.  The Trustees may appoint an Advisory Board
to consist in the first instance of not less than three (3) members.  Members of
such  Advisory  Board  shall  not  be  Trustees  or  officers  and  need  not be
Shareholders.  A member of such Advisory Board shall hold office for such period
as the Trustees may by resolution  provide.  Any member of such board may resign
therefrom  by a written  instrument  signed by him which  shall take effect upon
delivery to the Trust.  The Advisory  Board shall have no legal powers and shall
not perform the functions of Trustees in any manner,  such Advisory  Board being
intended merely to act in an advisory  capacity.  Such Advisory Board shall meet
at such times and upon such notice as the Trustees may by resolution provide.

                                   ARTICLE VI

                                    OFFICERS

         Section 1.  General  Provisions.  The  officers of the Trust shall be a
Chairman,  a  President,  a Treasurer  and a Clerk,  who shall be elected by the
Trustees. The Trustees may elect or appoint such other officers or agents as the
business of the Trust may  require,  including  one or more Vice  Presidents,  a
Secretary  and  one  or  more  Assistant  Secretaries,  one  or  more  Assistant
Treasurers,  and one or more Assistant Clerks.  The Trustees may delegate to any
officer or Committee the power to appoint any subordinate officers or agents.

         Section  2.  Term of Office  and  Qualifications.  Except as  otherwise
provided by law, the Declaration or these By-Laws, the Chairman,  the President,
the  Treasurer  and the Clerk shall hold office until his  resignation  has been
accepted by the Trustees or until his respective  successor shall have been duly
elected and qualified, or in each case until he sooner dies, resigns, is removed
or becomes disqualified. All other officers shall hold office at the pleasure of
the  Trustees.  Any two or more  offices  may be held by the  same  person.  Any
officer may be, but none need be, a Trustee or Shareholder.

         Section 3. Removal AND  RESIGNATION.  The  Trustees,  at any regular or
special meeting of the Trustees, may remove any officer with or without cause by
a vote of a majority  of the  Trustees.  Any officer or agent  appointed  by any
officer or  Committee  may be removed with or without  cause by such  appointing
officer or Committee.  Any officer may resign at any time by written  instrument
signed by him and delivered to the Trust.  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  resignation  or removal,  or any right to damages on
account of such removal.

         Section 4. Powers and Duties of the  Chairman.  The  Chairman  may call
meetings of the Trustees and of any Committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders. Subject to the control of
the Trustees and any Committees of the Trustees, the Chairman shall at all times
exercise a general  supervision and direction over the affairs of the Trust. The
Chairman shall have the power to employ  attorneys and counsel for the Trust and
to employ such subordinate officers, agents, clerks and employees as he may find
necessary to transact the  business of the Trust.  The Chairman  shall also have
the power to grant, issue,  execute or sign such powers of attorney,  proxies or
other  documents as may be deemed  advisable or necessary in  furtherance of the
interests of the Trust. The Chairman shall have such other powers and duties as,
from time to time, may be conferred upon or assigned to him by the Trustees. The
Chairman shall be the chief executive officer of the Trust.

         Section  5.  Powers  and  Duties of the  President.  In the  absence or
disability of the Chairman,  the President  shall perform all the duties and may
exercise  any of the  powers of the  Chairman,  subject  to the  control  of the
Trustees.  The  President  shall perform such other duties as may be assigned to
him from time to time by the Trustees or the Chairman.

         Section  6.  Powers and Duties of Vice  Presidents.  In the  absence or
disability of the  President,  the Vice  President or, if there be more than one
Vice President,  any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the  President,  subject to the
control of the Trustees.  Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees or the President.

         Section 7. Powers and Duties of the TreasureR.  The Treasurer  shall be
the principal financial and accounting officer of the Trust. The Treasurer shall
deliver all funds of the Trust  which may come into his hands to such  custodian
as the Trustees may employ.  The Treasurer shall render a statement of condition
of the finances of the Trust to the Trustees as often as they shall  require the
same and shall in  general  perform  all the  duties  incident  to the office of
Treasurer  and such other  duties as from time to time may be assigned to him by
the Trustees.  The Treasurer shall give a bond for the faithful discharge of his
duties,  if required to do so by the Trustees,  in such sum and with such surety
or sureties as the Trustees shall require.

         Section 8.  Powers and  Duties of the Clerk.  The Clerk  shall keep the
minutes of all meetings of the  Shareholders  in proper books  provided for that
purpose; he shall have custody of the seal of the Trust; he shall have charge of
the Share transfer books, lists and records unless the same are in the charge of
the Transfer Agent. He or the Secretary,  if any, shall attend to the giving and
serving of all notices by the Trust in accordance  with the  provisions of these
By-Laws  and as  required  by law;  and  subject to these  By-Laws,  he shall in
general perform all duties incident to the office of Clerk and such other duties
as from time to time may be assigned to him by the Trustees.

         Section 9. Powers and Duties of The Secretary.  The Secretary,  if any,
shall keep the minutes of all meetings of the  Trustees.  He shall  perform such
other duties and have such other powers in addition to those  specified in these
By-Laws  as the  Trustees  shall  from  time to time  designate.  If there be no
Secretary  or  Assistant  Secretary,  the  Clerk  shall  perform  the  duties of
Secretary.

         Section 10. Powers and Duties of Assistant  Treasurers.  In the absence
or  disability  of the  Treasurer,  any  Assistant  Treasurer  designated by the
Trustees  shall perform all the duties,  and may exercise any of the powers,  of
the Treasurer.  Each Assistant Treasurer shall perform such other duties as from
time to time may be assigned to him by the Trustees.  Each  Assistant  Treasurer
shall give a bond for the faithful discharge of his duties, if required to do so
by the  Trustees,  in such sum and with such surety or sureties as the  Trustees
shall require.

         Section 11.  Powers and Duties of Assistant  Clerks.  In the absence or
disability of the Clerk,  any Assistant  Clerk  designated by the Trustees shall
perform all the duties,  and may exercise any of the powers,  of the Clerk.  The
Assistant  Clerks  shall  perform  such other duties as from time to time may be
assigned to them by the Trustees.

         Section 12. Powers and Duties of Assistant Secretaries.  In the absence
or  disability  of the  Secretary,  any  Assistant  Secretary  designated by the
Trustees shall perform all of the duties, and may exercise any of the powers, of
the Secretary. The Assistant Secretaries shall perform such other duties as from
time to time may be assigned to them by the Trustees.

         Section 13.  Compensation  of Officers  and Trustees and Members of the
Advisory Board.  Subject to any applicable law or provision of the  Declaration,
the  compensation of the officers and Trustees and members of the Advisory Board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any  Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such  compensation  as such officer
by reason of the fact that he is also a Trustee.

                                   ARTICLE VII

                                   FISCAL YEAR

         The  fiscal  year of the Trust  shall be as  specified  on  Appendix  A
hereto,  provided,  however,  that the Trustees may from time to time change the
fiscal year of the Trust or any series.

                                  ARTICLE VIII

                                      SEAL

         The  Trustees  may adopt a seal  which  shall be in such form and shall
have such inscription thereon as the Trustees may from time to time prescribe.

                                   ARTICLE IX

                                WAIVERS OF NOTICE

         Whenever any notice is required to be given by law, the  Declaration or
these  By-Laws,  a waiver  thereof in  writing,  signed by the person or persons
entitled to such notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto. A notice shall be deemed to have been telegraphed,
cabled or  wirelessed  or sent by  facsimile or other  electronic  means for the
purposes of these By-Laws when it has been delivered to a representative  of any
telegraph,  cable or wireless  company with  instruction that it be telegraphed,
cabled or wirelessed or when a confirmation of such facsimile  having been sent,
or a  confirmation  that  such  electronic  means  has  sent  the  notice  being
transmitted,  is  generated.  Any notice shall be deemed to be given at the time
when the same shall be mailed, telegraphed, cabled or wirelessed or when sent by
facsimile or other electronic means.

                                    ARTICLE X

                           SALE OF SHARES OF THE TRUST

         The Trustees may from time to time issue and sell or cause to be issued
and sold Shares for cash or other  property.  The Shares,  including  additional
Shares which may have been repurchased by the Trust (herein  sometimes  referred
to as  "treasury  shares"),  may not be sold at a price  less than the net asset
value  thereof (as defined in Article XI hereof)  determined  by or on behalf of
the Trustees next after the sale is made or at some later time after such sale.

         No Shares need be offered to existing Shareholders before being offered
to others.  No Shares  shall be sold by the Trust  (although  Shares  previously
contracted  to be sold may be issued upon  payment  therefor)  during any period
when the  determination of net asset value is suspended.  In connection with the
acquisition by merger or otherwise of all or substantially  all the assets of an
investment  company  (whether a  regulated  or private  investment  company or a
personal holding  company),  the Trustees may issue or cause to be issued Shares
and accept in payment  therefor such assets valued at not more than market value
thereof in lieu of cash,  notwithstanding  that the federal  income tax basis to
the Trust of any assets so acquired may be less than the market value,  provided
that such assets are of the  character in which the  Trustees  are  permitted to
invest the funds of the Trust.

                                   ARTICLE XI

                            NET ASSET VALUE OF SHARES

         The term "net  asset  value" per Share of any class or series of Shares
shall mean: (i) the value of all assets of that series or class; (ii) less total
liabilities  of such series or class;  (iii)  divided by the number of Shares of
such  series  or  class   outstanding,   in  each  case  at  the  time  of  such
determination,  all as determine by or under the direction of the Trustees. Such
value  shall be  determined  on such days and at such time as the  Trustees  may
determine. Such determination shall be made with respect to securities for which
market quotations are readily available, at the market value of such securities;
and with respect to other securities and assets, at the fair value as determined
in good faith by or pursuant  to the  direction  of the  Trustees or a Committee
thereof, provided, however, that the Trustees, without shareholder approval, may
alter the method of appraising  portfolio  securities insofar as permitted under
the 1940 Act,  including  use of the  amortized  cost  method.  The Trustees may
delegate  any powers and duties  under this Article XI with respect to appraisal
of assets  and  liabilities.  At any time the  Trustees  may cause the value per
share last determined to be determined again in a similar manner and may fix the
time when such predetermined value shall become effective. Determinations of net
asset  value made by the  Trustees  or their  delegates  in good faith  shall be
binding on all parties concerned.

                                   ARTICLE XII

                           DIVIDENDS AND DISTRIBUTIONS

         Section 1. Limitations on Distributions.  The total of distributions to
Shareholders  of a particular  series or class paid in respect of any one fiscal
year, subject to the exceptions noted below,  shall, when and as declared by the
Trustees, be approximately equal to the sum of:

                  (i)      the net  income,  exclusive  of the profits or losses
                           realized   upon  the  sale  of  securities  or  other
                           property,  of such  series or class  for such  fiscal
                           year,   determined  in  accordance   with   generally
                           accepted   accounting   principles   (which,  if  the
                           Trustees  so  determine,  may  be  adjusted  for  net
                           amounts  included  as such  accrued net income in the
                           price of  Shares of such  series  or class  issued or
                           repurchased), but if the net income of such series or
                           class exceeds the amount distributed by less than one
                           cent per share outstanding at the record date for the
                           final  dividend,  the  excess  shall  be  treated  as
                           distributable  income of such series or class for the
                           following fiscal year; and

                  (ii)     in the  discretion  of the  Trustees,  an  additional
                           amount  which  shall  not  substantially  exceed  the
                           excess of profits over losses on sales of  securities
                           or other  property  allocated  or  belonging  to such
                           series or class for such fiscal year.

The decision of the Trustees as to what, in accordance  with generally  accepted
accounting  principles,  is income  and what is  principal  shall be final,  and
except as  specifically  provided herein the decision of the Trustees as to what
expenses and charges of the Trust shall be charged  against  principal  and what
against income shall be final,  all subject to any applicable  provisions of the
1940 Act. For the purposes of the  limitation  imposed by this Section 1, Shares
issued  pursuant to Section 2 of this  Article XII shall be valued at the amount
of cash  which the  Shareholders  would  have  received  if they had  elected to
receive cash in lieu of such Shares.

         Inasmuch as the  computation of net income and gains for federal income
tax  purposes may vary from the  computation  thereof on the books of the Trust,
the above  provisions  shall be interpreted to give to the Trustees the power in
their discretion to distribute for any fiscal year as ordinary  dividends and as
capital gains  distributions,  respectively,  additional  amounts  sufficient to
enable the Trust to avoid or reduce  liability  for taxes.  Any payment  made to
Shareholders pursuant to clause (ii) of this Section 1 shall be accompanied by a
written statement  showing the source or sources of such payment,  and the basis
of computation thereof.

         Section 2. Distributions  Payable in Cash or Shares. The Trustees shall
have power, to the fullest extent  permitted by the laws of The  Commonwealth of
Massachusetts but subject to the limitation as to cash distributions  imposed by
Section 1 of this  Article  XII, at any time or from time to time to declare and
cause to be paid distributions payable at the election of any Shareholder of any
series  or class  (whether  exercised  before or after  the  declaration  of the
distribution) either in cash or in Shares of such series,  provided that the sum
of:

          (i) the cash distribution actually paid to any Shareholder, and

                  (ii)     the  net  asset  value  of  the  Shares   which  that
                           Shareholder elects to receive, in effect at such time
                           at or after the election as the Trustees may specify,
                           shall  not  exceed  the full  amount of cash to which
                           that  Shareholder  would be entitled if he elected to
                           receive only cash.

In the case of a  distribution  payable in cash or Shares at the  election  of a
Shareholder,  the  Trustees  may  prescribe  whether a  Shareholder,  failing to
express his election before a given time shall be deemed to have elected to take
Shares rather than cash,  or to take cash rather then Shares,  or to take Shares
with cash adjustment of fractions.

         The Trustees, in their sole discretion,  may cause the Trust to require
that all distributions payable to a shareholder in amounts less than such amount
or  amounts  determined  from  time to time by the  Trustees  be  reinvested  in
additional  shares of the Trust rather than paid in cash,  unless a  shareholder
who, after  notification that his distributions will be reinvested in additional
shares  in  accordance  with  the  preceding  phrase,  elects  to  receive  such
distributions in cash. Where a shareholder has elected to receive  distributions
in cash and the postal or other delivery  service is unable to deliver checks to
the shareholder's address of record, the Trustees, in their sole discretion, may
cause  the  Trust to  require  that such  Shareholder's  distribution  option be
converted to having all distributions reinvested in additional shares.

         Section 3. Stock  Dividends.  Anything in these By-Laws to the contrary
notwithstanding,  the Trustees may at any time declare and  distribute  pro rata
among the  Shareholders of any series or class a "stock  dividend" out of either
authorized  but  unissued  Shares of such series or class or treasury  Shares of
such series or class or both.

                                  ARTICLE XIII

                                   AMENDMENTS

         These  By-Laws,  or any of them, may be altered,  amended,  repealed or
restated, or new By-Laws may be adopted, at any time by the Trustees.  Action by
the Trustees with respect to the By-Laws shall be taken by an  affirmative  vote
of a majority of the Trustees.


                                                           FISCAL
TRUST                                                      YEAR END

MFS Series Trust I                                         08/31
MFS Series Trust II                                        11/30
MFS Series Trust III                                       01/31
MFS Series Trust IV                                        08/31
MFS Series Trust V                                         09/30
MFS Series Trust VI                                        10/31
MFS Series Trust VII                                       11/30
MFS Series Trust VIII                                      10/31
MFS Series Trust IX                                        04/30
MFS Series Trust X                                         05/31*
                                                           07/31+

MFS Series Trust XI                                        09/30
MFS Growth Opportunities Fund                              12/31
MFS Municipal Income Trust                                 10/31
MFS Multimarket Income Trust                               10/31
MFS Government Markets Income Trust                        11/30
MFS Intermediate Income Trust                              10/31
MS Charter Income Trust                                    11/30
MFS Special Value Trust                                    10/30
MFS Municipal Series Trust                                 03/31
MFS Institutional Trust                                    06/30
MFS Variable Insurance Trust                               12/31
*The  fiscal year end is 5/31 for the  following  series of MFS Series
Trust X: MFS International  Investors Trust, MFS International  Growth
Fund, MFS Multi Cap Growth Fund, MFS Fundamental  Growth Fund,  Gemini
Large Cap U.S.  Fund,  MFS Gemini U.K.  Fund,  MFS Emerging  Companies
Fund, MFS Select Growth Fund
+ The fiscal year end is 7/31 for the  following  series of MFS Series
Trust X: MFS  International ADR Fund, MFS Global  Conservative  Equity
Fund, MFS  International  Core Equity Fund, MFS Global Health Sciences
Fund,  MFS Government  Mortgage  Fund,  MFS Strategic  Value Fund, MFS
Emerging Markets Debt Fund, MFS Income Fund, MFS European Equity Fund,
MFS High Yield Fund, MFS New Endeavor Fund

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