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<TYPE>EX-99.77Q1 OTHR EXHB
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                                     MASTER

                              AMENDED AND RESTATED


                                     BY-LAWS


                                       OF


                     THE TRUSTS IDENTIFIED ON APPENDIX A HERETO
                                [CLOSED-END FUNDS]


                                December 18, 2007

                           AMENDED AND RESTATED

                                BY LAWS

                                  OF

                   THE TRUSTS IDENTIFIED ON APPENDIX A HERETO




                                ARTICLE I

                               DEFINITIONS
The terms "Commission",  "Declaration",  "Distributor",  "Interested Person",
"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.  Except as provided in the next sentence,  regular
meetings of the  Shareholders  for the election of Trustees and the
transaction  of such other  business as may  properly  come before the meeting
shall be held,  so long as Shares are listed for trading on the New York Stock
Exchange,  on at least an annual basis,  on such day and at such place as
shall be designated by 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  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.

SECTION 8. ADVANCE NOTICE OF SHAREHOLDER NOMINEES FOR TRUSTEES AND OTHER
SHAREHOLDER PROPOSALS.

(a) As used in this Section 8, 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 Article III Section 1
of these Bylaws, and the term "special meeting" refers to all meetings of
Shareholders other than an annual meeting or a special meeting in lieu of an
annual meeting.

(b) The matters proposed by Shareholders to be considered and brought before
any annual or special meeting of Shareholders shall be limited to only such
matters, including the nomination and election of Trustees, as shall be brought
properly before such meeting in compliance with the procedures set forth in
this Section 8.  Only persons who are nominated in accordance with the
procedures set forth in this Section 8 shall be eligible for election as
Trustees, and no proposal to fix the number of Trustees shall be brought before
an annual or special meeting of Shareholders or otherwise considered unless in
accordance with the procedures set forth in this Section 8, 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 pursuant to Article III Section 2 of these Bylaws or
(ii) brought before the meeting in the manner specified in this Section 8(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 Owner's 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 8(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 ninety (90) days prior to the
first anniversary date of the date on which the Trust first sent its proxy
materials for the prior year's annual meeting; provided, however, with respect
to the annual meeting to be held in the calendar years 2008 and 2009, the
Shareholder Notice must be so delivered or mailed and so received on or before
June 13, 2008 and May 1, 2009, respectively; 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 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 8(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 8, Shares
"beneficially owned" shall mean all Shares which such person is deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange
Act.

(d) For any matter to be properly before any special meeting, the matter must
be specified in the notice of meeting given by or at the direction of a
majority of the Trustees pursuant to Article III Section 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 8(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 8, 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 8.

         (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 8 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 8
or otherwise in these Bylaws,  unless required by federal
         law, no matter shall be considered  at or brought  before any annual
or special  meeting  unless such matter has been approved
         for these  purposes  by a majority  of the  Trustees  and,  in
particular,  no  Beneficial  Owner  shall have any rights as a
         Shareholder  except as may be required by federal law.  Furthermore,
nothing in this Section 8 shall be construed as creating
         any implication or presumption as to the requirements of federal law.


                                                              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 Chair of the Trustees 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,  Chair of the Trustees or
other 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
Chair of any such Committee. In the absence of such designation a Committee may
 elect its own Chair.

         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 AND CHAIR OF THE TRUSTEES

         Section 1. General Provisions.  The officers of the Trust shall be a
 President,  a Treasurer and a Clerk, who shall be elected
by the  Trustees.  In  addition,  there shall be an  Independent  Chief
  Compliance  Officer,  who shall be elected or  appointed  by a
majority of the Trustees,  including a majority of the Trustees who are not
 Interested  Persons of the Trust  ("Interested  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").  The  Trustees  may elect or  appoint  such other  officers
  or agents of the Trust 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 of the Trust or  Committee  the power to appoint any
subordinate  officers or agents.  In addition,  there shall be an office of
 Chair of the  Trustees,  which shall serve on behalf of the
Trustees,  but shall not be an office of the  Trust.  The  office of Chair of
 the  Trustees  may be held by more than one  person.  Any
Chair of the Trustees shall be elected by a majority of the Trustees, including
 a majority of the Independent Trustees.

         Section 2. Term of Office and  Qualifications.  Except as otherwise
  provided by law, the  Declaration or these  By-Laws,  the
Chair of the Trustees,  the President,  the Treasurer,  the Clerk and the
 Independent Chief Compliance  Officer 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  of the Trust  may be,  but none need be, a
Trustee or  Shareholder.  Any Chair of the Trustees shall be an Independent
  Trustee,  shall not be an officer of the Trust and may be,
but need not be, a Shareholder.

         Section 3. Removal AND RESIGNATION.  The Trustees,  at any regular or
 special meeting of the Trustees,  may remove any officer
of the Trust with or without  cause by a vote or consent of a majority of the
 Trustees,  provided  that any removal of the  Independent
Chief  Compliance  Officer  shall also  require the vote or consent of a
 majority  of the  Independent  Trustees  and  otherwise  be in
accordance  with the  provisions of Rule 38a-1.  The Trustees may at any time
 remove any Chair of the Trustees with or without cause by
a vote or consent of a majority of the Trustees,  including a majority
 of the Independent  Trustees.  Any officer or agent appointed by
any officer or Committee may be removed with or without cause by such
  appointing  officer or Committee  (subject to the  provisions of
Rule 38a-1 in the case of the Independent  Chief Compliance  Officer).
  Any officer of the Trust or Chair of the Trustees 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 of the Trust or Chair of the Trustees  resigning or 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 Chair OF THE  TRUSTEES.  The
 powers and duties of the Chair of the Trustees  shall include
(i) calling  meetings of the Trustees  when deemed  necessary,  (ii)  setting
 the agenda for  meetings of the Trustees  with input from
officers of the Trust and, as necessary or appropriate,  the Trust's Investment
  Adviser and other service  providers,  (iii) presiding
at all meetings of the  Trustees,  (iv)  presiding at all meetings of
  Shareholders,  except that the Chair of the Trustees may appoint
the  President  or another  officer of the Trust to preside at such
  meetings  in place of the Chair of the  Trustees,  (v) acting as a
liaison  between the Board of Trustees and the Trust's  officers,  Investment
  Adviser and other service  providers and (vi) exercising
such other 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,  provided that the Chair 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 Chair of the Trustees may seek  assistance
and input from other  Trustees or  Committees  of the  Trustees,  officers of
 the Trust and the  Trust's  Investment  Adviser and other
service  providers,  as deemed necessary or appropriate.  In the absence or
 disability of the Chair of the Trustees,  a majority of the
Trustees,  including a majority of the Independent  Trustees,  shall appoint
 an Independent  Trustee to perform the duties and exercise
the powers of the Chair of the Trustees,  provided that,  unless and until
 such  appointment is made, all of the  Independent  Trustees
shall collectively perform such duties and exercise such powers.

         Section 5. Powers and Duties of the  President.  Subject to the
 control of the  Trustees,  the Chair of the  Trustees  and any
Committees of the Trustees,  the President  shall at all times  exercise a
 general  supervision  and direction  over the affairs of the
Trust,  including 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
 President  shall be the chief  executive  officer of the
Trust. The President shall 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 President  shall perform such other duties as may
be assigned to him from time to time by the Trustees or the Chair of the
 Trustees.

         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. Powers and Duties of THE INDEPENDENT CHIEF COMPLIANCE
OFFICER.  The  PersonNameIndependent  Chief  titleCompliance
Officer shall perform the duties and have the  responsibilities  of the chief
  compliance  officer of the Trust in accordance with Rule
38a-1,  and shall  perform  such other duties and have such other
  responsibilities  as from time to time may be assigned to him by the
Trustees.  The  PersonNameIndependent  Chief  titleCompliance  Officer
  shall  report  directly to the  Trustees or a Committee  of the
Trustees in carrying out his functions.

         Section 14.  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 of the Trust
 and Trustees  (including the Chair of the 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,  provided that
 any  compensation  of the  Independent  Chief  Compliance
Officer  shall be approved by a majority  of the  Trustees,  including a
 majority  of the  Independent  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; and

(iii)    in the discretion of the Trustees, an additional amount from other
 Trust assets.

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) and/or  clause (iii) 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.


 Master Amended and Restated By-Laws, December 18, 2007

                                                             APPENDIX A


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                                                                     FISCAL
TRUST                                                               YEAR END
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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                                            10/31

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</TEXT>
</DOCUMENT>
