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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
timeCityBoston,  PlaceTypeplaceCounty  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  Shareholders  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 Trusts  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

                    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.






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


                              APPENDIX A




             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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