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                                     MASTER

                              AMENDED AND RESTATED


                                     BY-LAWS


                                       OF


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


                         DECEMBER 18, 2007, AS REVISED:

                   December 16, 2008 (Article III; Section 5)
           November 1, 2014 (Article VI: Sections 1, 2, 3, 13 and 14)


 1


<PAGE>


                              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 timeCityBoston, PostalCodeplaceCounty of PlaceNameSuffolk.


      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 thirty percent  (30%)  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  30  percent (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 30 percent 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 30
percent 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 StateplaceMassachusetts 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 (10[th]) 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 (10[th]) 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 a  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 ("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").  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 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 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 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  CHIEF COMPLIANCE OFFICER.  The Chief
Compliance Officer shall perform the duties and have the responsibilities of the
chief compliance officer of the Trust in accordance  with  Rule 38a-1, and shall
perform such other duties and have such other responsibilities  as  from time to
time may be assigned to him by the Trustees.  The Chief Compliance 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 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

                    TIMECITYPLACESALE 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.



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<PAGE>
                          Master Amended and Restated By-Laws, December 18, 2007

                                                                      APPENDIX A



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<PAGE>



----------------------------------------------
|                                   |FISCAL  |
|TRUST                              |YEAR END|
----------------------------------------------
|                                   |        |
|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   |
|MFS CHARTER INCOME TRUST           |11/30   |
|MFS SPECIAL VALUE TRUST            |10/31   |
|                                   |        |
----------------------------------------------



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</TEXT>
</DOCUMENT>
