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<SEC-DOCUMENT>0000912938-08-000360.txt : 20080624
<SEC-HEADER>0000912938-08-000360.hdr.sgml : 20080624
<ACCEPTANCE-DATETIME>20080624113050
ACCESSION NUMBER:		0000912938-08-000360
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20080430
FILED AS OF DATE:		20080624
DATE AS OF CHANGE:		20080624
EFFECTIVENESS DATE:		20080624

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFS MUNICIPAL INCOME TRUST
		CENTRAL INDEX KEY:			0000801961
		IRS NUMBER:				046554822
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04841
		FILM NUMBER:		08913643

	BUSINESS ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		STREET 2:		15TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
		BUSINESS PHONE:		18006372929

	MAIL ADDRESS:	
		STREET 1:		500 BOYLSTON STREET
		STREET 2:		15TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
<PAGE>      PAGE  1
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010 B000001 801-17352
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010 C030001 02116
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012 B000001 84-1316
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012 A000002 COMPUTERSHARE TRUST COMPANY, N.A.
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012 C030002 02940
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<PAGE>      PAGE  2
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015 C030002 10286
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SIGNATURE   ELLEN MOYNIHAN
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77D POLICIES
<SEQUENCE>2
<FILENAME>d77.txt
<TEXT>



                                SUB-ITEM 77D


The Board of Trustees of MFS Municipal Income Trust ("MFM") has approved
 changes to the investment objective and policies of the
fund.  Effective December 21, 2007, MFM's investment objective of seeking
 "high current income exempt from federal income tax" was
revised to provide that MFM will seek "high current income exempt from federal
 income tax but may also consider capital
appreciation."  Significant changes to MFM's principal investment strategies
 are described below.

The percentage limitation of investing less than 15% of the fund's assets in
 restricted securities has been eliminated to allow the
portfolio manager more flexibility to invest in appropriate securities.

The percentage limitation of investing 65% of the fund's assets in tax-exempt
 securities rated below the three highest rating
categories has been eliminated and the fund's principal investment strategy
 states, " MFS may invest up to 100% of the fund's assets
in lower quality debt instruments, including those that are in default."

The principal investment strategy of investing a high percentage of the fund's
 assets in the same geographic area or revenue bonds
and less than 25% of the fund's assets in industrial revenue bonds has been
 eliminated and replaced with:  "MFS may invest 25% or
more of the fund's total assets in municipal instruments that finance similar
 projects, such as those relating to education,
healthcare, housing, utilities, water, or sewers."

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>q771.txt
<TEXT>








                                                  MASTER

                                           AMENDED AND RESTATED


                                                 BY-LAWS


                                                    OF


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


                                            December 18, 2007



                                           AMENDED AND RESTATED

                                                 BY-LAWS

                                                    OF

                                THE TRUSTS IDENTIFIED ON APPENDIX A HERETO




                                                ARTICLE I

                                               DEFINITIONS

            The  terms  "Commission",  "Declaration",   "Distributor",
"Interested  Person",  "Investment
Adviser",  "Majority Shareholder Vote", "1940 Act",  "Shareholder",  "Shares",
  "Transfer Agent", "Trust",
"Trust  Property"  and  "Trustees"  have the  respective  meanings  given them
 in the Amended and Restated
Declaration  of Trust of the Trusts  identified  on Appendix A hereto.
  References  to a "Trust" mean each
Trust severally and not jointly. These By-Laws shall be subject to the
 Declaration for all purposes.



                                                ARTICLE II

                                                 OFFICES

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


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


                                               ARTICLE III

                                               SHAREHOLDERS

            SECTION  1.  Meetings.  Except as  provided  in the next  sentence,
  regular  meetings  of the
Shareholders  for the  election of Trustees  and the  transaction  of such
 other  business as may properly
come  before the  meeting  shall be held,  so long as Shares are listed for
  trading on the New York Stock
Exchange,  on at least  an  annual  basis,  on such day and at such  place as
 shall be  designated  by the
Trustees.  In the event that such a meeting is not held in any annual  period
 if so required,  whether the
omission be by oversight or  otherwise,  a  subsequent  special  meeting may be
 called by the Trustees and
held in lieu of such meeting with the same effect as if held within such annual
 period.  Special  meetings
of the  Shareholders  may  be  called  at  any  time  by a  majority  of  the
  Trustees.  Meetings  of the
Shareholders  for the purpose of  considering  the removal of a person  serving
 as Trustee shall be called
by the  Trustees  if they are  requested  in writing  to do so by  Shareholders
  holding in the  aggregate
Shares  representing not less than ten percent (10%) of the voting power of the
 outstanding  Shares of the
Trust  having  voting  rights.  Any such  meeting  shall be held  within or
 without  The  Commonwealth  of
Massachusetts on such day and at such time as the Trustees shall designate.


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


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

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

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

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

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

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

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

         (b)      The matters proposed by Shareholders to be considered and
 brought before any annual or
         special meeting of Shareholders shall be limited to only such matters,
 including the nomination
         and election of Trustees, as shall be brought properly before such
 meeting in compliance with
         the procedures set forth in this Section 8.  Only persons who are
 nominated in accordance with
         the procedures set forth in this Section 8 shall be eligible for
 election as Trustees, and no
         proposal to fix the number of Trustees shall be brought before an
 annual or special meeting of
         Shareholders or otherwise considered unless in accordance with the
 procedures set forth in this
         Section 8, except as may be otherwise provided in these Bylaws with
 respect to the right of
         holders of preferred shares of beneficial interest, if any, of the
 Trust to nominate and elect
         a specified number of Trustees in certain circumstances.

         (c)      For any matter to be properly before any annual meeting, the
 matter must be (i)
         specified in the notice of meeting given by or at the direction of a
 majority of the Trustees
         pursuant to Article III Section 2 of these Bylaws or (ii) brought
 before the meeting in the
         manner specified in this Section 8(c) by a Shareholder of record
 entitled to vote at the
         meeting or by a Shareholder (a "Beneficial Owner") that holds Shares
 entitled to vote at the
         meeting through a nominee or "street name" holder of record and that
 can demonstrate to the
         Trust such indirect ownership and such Beneficial Owner's entitlement
 to vote such Shares,
         provided that the Shareholder was the Shareholder of record or the
 Beneficial Owner held such
         Shares at the time the notice provided for in this Section 8(c) is
 delivered to the Secretary.

                  In addition to any other requirements under applicable law
 and the Declaration of
         Trust and these Bylaws, persons nominated by Shareholders for
 election as Trustees and any
         other proposals by Shareholders may be properly brought before an
 annual meeting only pursuant
         to timely notice (the "Shareholder Notice") in writing to the
 Secretary.  To be timely, the
         Shareholder Notice must be delivered to or mailed and received at the
 principal executive
         offices of the Trust not less than forty-five (45) nor more than
 ninety (90) days prior to the
         first anniversary date of the date on which the Trust first sent its
 proxy materials for the
         prior year's annual meeting; provided, however, with respect to the
 annual meeting to be held
         in the calendar years 2008 and 2009, the Shareholder Notice must be
 so delivered or mailed and
         so received on or before June 13, 2008 and May 1, 2009, respectively;
 provided further,
         however, if and only if the annual meeting is not scheduled to be held
 within a period that
         commences thirty (30) days before the first anniversary date of the
 annual meeting for the
         preceding year and ends thirty (30) days after such anniversary date
 (an annual meeting date
         outside such period being referred to herein as an "Other Annual
 Meeting Date"), such
         Shareholder Notice must be given in the manner provided herein by the
 later of the close of
         business on (i) the date forty-five (45) days prior to such Other
 Annual Meeting Date or (ii)
         the tenth (10th) business day following the date such Other Annual
 Meeting Date is first
         publicly announced or disclosed.

                  Any Shareholder desiring to nominate any person or persons
 (as the case may be) for
         election as a Trustee or Trustees of the Trust shall deliver, as part
 of such Shareholder
         Notice:  (i) a statement in writing setting forth (A) the name, age,
 date of birth, business
         address, residence address and nationality of the person or persons to
 be nominated; (B) the
         class or series and number of all Shares of the Trust owned of record
 or beneficially by each
         such person or persons, as reported to such Shareholder by such
 nominee(s); (C) any other
         information regarding each such person required by paragraphs (a),
 (d), (e) and (f) of Item 401
         of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101
 (Schedule 14A) under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"),
 adopted by the Securities and
         Exchange Commission (or the corresponding provisions of any regulation
 or rule subsequently
         adopted by the Securities and Exchange Commission or any successor
 agency applicable to the
         Trust); (D) any other information regarding the person or persons to
 be nominated that would be
         required to be disclosed in a proxy statement or other filings
 required to be made in
         connection with solicitation of proxies for election of Trustees
 pursuant to Section 14 of the
         Exchange Act and the rules and regulations promulgated thereunder; and
 (E) whether such
         Shareholder believes any nominee is or will be an "interested person"
 of the Trust (as defined
         in the Investment Company Act of 1940, as amended) and, if not an
 "interested person,"
         information regarding each nominee that will be sufficient for the
 Trust to make such
         determination; and (ii) the written and signed consent of the person
 or persons to be nominated
         to be named as nominees and to serve as Trustees if elected.  In
 addition, the Trustees may
         require any proposed nominee to furnish such other information as they
 may reasonably require
         or deem necessary to determine the eligibility of such proposed
 nominee to serve as a Trustee.
         Any Shareholder Notice required by this Section 8(c) in respect of a
 proposal to fix the number
         of Trustees shall also set forth a description of and the text of the
 proposal, which
         description and text shall state a fixed number of Trustees that
 otherwise complies with
         applicable law, these Bylaws and the Declaration of Trust.

                  Without limiting the foregoing, any Shareholder who gives a
 Shareholder Notice of any
         matter proposed to be brought before a Shareholder meeting (whether or
 not involving nominees
         for Trustees) shall deliver, as part of such Shareholder Notice:  (i)
 the description of and
         text of the proposal to be presented; (ii) a brief written statement
 of the reasons why such
         Shareholder favors the proposal; (iii) such Shareholder's name and
 address as they appear on
         the Trust's books; (iv) any other information relating to the
 Shareholder that would be
         required to be disclosed in a proxy statement or other filings
 required to be made in
         connection with the solicitation of proxies with respect to the
 matter(s) proposed pursuant to
         Section 14 of the Exchange Act and the rules and regulations
 promulgated thereunder; (v) the
         class or series and number of all Shares of the Trust owned
 beneficially and of record by such
         Shareholder; (vi) any material interest of such Shareholder in the
 matter proposed (other than
         as a Shareholder); (vii) a representation that the Shareholder
 intends to appear in person or
         by proxy at the Shareholder meeting to act on the matter(s) proposed;
 (viii) if the proposal
         involves nominee(s) for Trustees, a description of all arrangements or
 understandings between
         the Shareholder and each proposed nominee and any other person or
 persons (including their
         names) pursuant to which the nomination(s) are to be made by the
 Shareholder; and (ix) in the
         case of a Beneficial Owner, evidence establishing such Beneficial
 Owner's indirect ownership
         of, and entitlement to vote, Shares at the meeting of Shareholders.
  As used in this Section 8,
         Shares "beneficially owned" shall mean all Shares which such person
 is deemed to beneficially
         own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.

         (d)      For any matter to be properly before any special meeting, the
 matter must be specified
         in the notice of meeting given by or at the direction of a majority of
 the Trustees pursuant to
         Article III Section 2 of these Bylaws.  In the event the Trust calls a
 special meeting for the
         purpose of electing one or more Trustees, any Shareholder may nominate
 a person or persons (as
         the case may be) for election to such position(s) as specified in the
 Trust's notice of meeting
         if and only if the Shareholder provides a notice containing the
 information required in the
         Shareholder Notice to the Secretary required with respect to annual
 meetings by Section 8(c)
         hereof, and such notice is delivered to or mailed and received at the
 principal executive
         office of the Trust not later than the close of business on the tenth
 (10th) day following the
         day on which the date of the special meeting and of the nominees
 proposed by the Trustees to be
         elected at such meeting are publicly announced or disclosed.

         (e)      For purposes of this Section 8, a matter shall be deemed to
 have been "publicly
         announced or disclosed" if such matter is disclosed in a press release
 reported by the Dow
         Jones News Service, Associated Press or comparable national news
 service, in a document
         publicly filed by the Trust with the Securities and Exchange
 Commission, or in a Web site
         accessible to the public maintained by the Trust or by its investment
 adviser or an affiliate
         of such investment adviser with respect to the Trust.

         (f)      In no event shall an adjournment or postponement (or a public
 announcement thereof) of
         a meeting of Shareholders commence a new time period (or extend any
 time period) for the giving
         of notice as provided in this Section 8.

         (g)      The person presiding at any meeting of Shareholders, in
 addition to making any other
         determinations that may be appropriate to the conduct of the meeting,
 shall have the power and
         duty to (i) determine whether a nomination or proposal of other
 matters to be brought before a
         meeting and notice thereof have been duly made and given in the manner
 provided in this Section
         8 and elsewhere in these Bylaws and the Declaration of Trust and (ii)
 if not so made or given,
         to direct and declare at the meeting that such nomination and/or such
 other matters shall be
         disregarded and shall not be considered.  Any determination by the
 person presiding shall be
         binding on all parties absent manifest error.

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


                                                ARTICLE IV

                                                 TRUSTEES

         Section 1. Meetings of the  Trustees.  The Trustees may in their
  discretion  provide for regular
or stated meetings of the Trustees.  Notice of regular or stated  meetings need
 not be given.  Meetings of
the  Trustees  other than regular or stated  meetings  shall be held  whenever
  called by the Chair of the
Trustees or by any one of the  Trustees at the time being in office.  Notice of
 the time and place of each
meeting other than regular or stated  meetings shall be given by the Secretary
 or an Assistant  Secretary,
or the Clerk or an Assistant  Clerk or by the officer,  Chair of the Trustees
 or other Trustee calling the
meeting  and  shall  be  mailed  to each  Trustee  at least  two  days  before
  the  meeting,  or shall be
telegraphed,  cabled,  or wirelessed or sent by facsimile or other electronic
 means to each Trustee at his
usual or last known  business  or  residence  address,  or  personally
  delivered  to him at least one day
before the meeting.  Such notice may, however,  be waived by any Trustee.
  Notice of a meeting need not be
given to any  Trustee if a written  waiver of notice,  executed  by him  before
 or after the  meeting,  is
filed with the records of the  meeting,  or to any Trustee  who  attends  the
 meeting  without  protesting
prior  thereto or at its  commencement  the lack of notice to him.  A notice or
 waiver of notice  need not
specify  the  purpose  of any  meeting.  Except as  provided  by law the
  Trustees  may meet by means of a
telephone  conference  circuit  or  similar  communications  equipment  by
  means  of  which  all  persons
participating in the meeting can hear each other,  which telephone  conference
  meeting shall be deemed to
have  been held at a place  designated  by the  Trustees  at the  meeting.
  Participation  in a  telephone
conference meeting shall constitute presence in person at such meeting.

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


                                                ARTICLE V

                                      COMMITTEES AND ADVISORY BOARD

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

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

                  (i)      provide for stated meetings of any Committee;

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

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

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

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

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

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


                                                ARTICLE VI

                                    OFFICERS AND CHAIR OF THE TRUSTEES

         Section 1. General  Provisions.  The officers of the Trust shall be a
 President,  a Treasurer and
a Clerk,  who  shall be  elected  by the  Trustees.  In  addition,  there
  shall be an  Independent  Chief
Compliance  Officer,  who shall be elected  or  appointed  by a  majority  of
 the  Trustees,  including  a
majority  of the  Trustees  who are not  Interested  Persons  of the Trust
  ("Interested  Trustees"),  and
otherwise in accordance  with rule 38a-1 (or any  successor  rule) under the
 1940 Act, as such rule may be
amended  from time to time  ("Rule  38a-1").  The  Trustees  may elect or
 appoint  such other  officers or
agents of the Trust as the business of the Trust may require,  including  one
 or more Vice  Presidents,  a
Secretary  and one or  more  Assistant  Secretaries,  one or more  Assistant
  Treasurers,  and one or more
Assistant  Clerks.  The  Trustees  may  delegate  to any  officer of the Trust
 or  Committee  the power to
appoint  any  subordinate  officers  or  agents.  In  addition,  there  shall
 be an office of Chair of the
Trustees,  which  shall  serve on behalf of the  Trustees,  but shall not be an
 office of the  Trust.  The
office of Chair of the  Trustees may be held by more than one person.  Any
 Chair of the Trustees  shall be
elected by a majority of the Trustees, including a majority of the Independent
 Trustees.

         Section  2.  Term of  Office  and  Qualifications.  Except  as
  otherwise  provided  by law,  the
Declaration or these By-Laws, the Chair of the Trustees, the President,  the
 Treasurer,  the Clerk and the
Independent  Chief  Compliance  Officer shall hold office until his
  resignation  has been accepted by the
Trustees or until his respective  successor  shall have been duly elected and
  qualified,  or in each case
until he sooner  dies,  resigns,  is  removed  or  becomes  disqualified.  All
 other  officers  shall hold
office at the  pleasure  of the  Trustees.  Any two or more  offices may be
 held by the same  person.  Any
officer  of the  Trust  may be,  but none need be, a Trustee  or  Shareholder.
  Any Chair of the  Trustees
shall be an  Independent  Trustee,  shall not be an  officer  of the Trust and
 may be,  but need not be, a
Shareholder.

         Section 3.  Removal AND  RESIGNATION.  The  Trustees,  at any  regular
 or special  meeting of the
Trustees,  may  remove any  officer of the Trust with or without  cause by a
 vote or consent of a majority
of the  Trustees,  provided  that any  removal of the  Independent  Chief
  Compliance  Officer  shall also
require the vote or consent of a majority of the  Independent  Trustees  and
  otherwise  be in  accordance
with the  provisions  of Rule 38a-1.  The Trustees  may at any time remove any
 Chair of the Trustees  with
or without  cause by a vote or  consent  of a  majority  of the  Trustees,
  including  a  majority  of the
Independent  Trustees.  Any officer or agent  appointed by any officer or
 Committee may be removed with or
without  cause by such  appointing  officer or Committee  (subject to the
  provisions of Rule 38a-1 in the
case of the  Independent  Chief  Compliance  Officer).  Any officer of the
 Trust or Chair of the  Trustees
may resign at any time by written  instrument  signed by him and delivered to
 the Trust.  Such resignation
shall be effective  upon  receipt  unless  specified  to be  effective  at some
 other time.  Except to the
extent expressly  provided in a written  agreement with the Trust, no officer
 of the Trust or Chair of the
Trustees  resigning  or removed  shall have any right to any  compensation  for
 any period  following  his
resignation or removal, or any right to damages on account of such removal.

         Section 4.  Powers and  Duties of the Chair OF THE  TRUSTEES.  The
 powers and duties of the Chair
of the Trustees  shall include (i) calling  meetings of the Trustees when
 deemed  necessary,  (ii) setting
the agenda for  meetings  of the  Trustees  with input from  officers of the
 Trust and,  as  necessary  or
appropriate,  the Trust's Investment Adviser and other service providers,
  (iii) presiding at all meetings
of the Trustees,  (iv)  presiding at all meetings of  Shareholders,  except
 that the Chair of the Trustees
may  appoint the  President  or another  officer of the Trust to preside at
 such  meetings in place of the
Chair of the  Trustees,  (v) acting as a liaison  between the Board of Trustees
 and the Trust's  officers,
Investment  Adviser and other service  providers and (vi) exercising such other
 powers and duties relating
to the  operations  of the  Trustees  as,  from time to time,  may be
  conferred  upon or assigned to such
office by the Trustees,  provided that the Chair of the Trustees shall have no
 individual authority to act
for the  Trust as an  officer  of the  Trust.  In  carrying  out the
  responsibilities  and  duties of the
office,  the Chair of the Trustees may seek  assistance and input from other
 Trustees or Committees of the
Trustees,  officers  of the Trust and the  Trust's  Investment  Adviser and
 other  service  providers,  as
deemed necessary or appropriate.  In the absence or disability of the Chair of
 the Trustees, a majority of
the Trustees,  including a majority of the Independent  Trustees,  shall
 appoint an Independent Trustee to
perform the duties and exercise the powers of the Chair of the Trustees,
  provided that,  unless and until
such  appointment is made, all of the  Independent  Trustees  shall
  collectively  perform such duties and
exercise such powers.

         Section 5.  Powers and Duties of the  President.  Subject  to the
  control of the  Trustees,  the
Chair of the Trustees and any  Committees of the Trustees,  the  President
  shall at all times  exercise a
general  supervision and direction over the affairs of the Trust,  including
 the power to employ attorneys
and counsel for the Trust and to employ such  subordinate  officers,  agents,
  clerks and  employees as he
may find  necessary to transact  the business of the Trust.  The  President
  shall be the chief  executive
officer of the Trust. The President shall have the power to grant,  issue,
  execute or sign such powers of
attorney,  proxies or other  documents  as may be deemed  advisable or
  necessary  in  furtherance  of the
interests  of the Trust.  The  President  shall  perform  such other duties as
 may be assigned to him from
time to time by the Trustees or the Chair of the Trustees.

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

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

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

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

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

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

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

         Section   13.   Powers  and   Duties  of  THE   INDEPENDENT   CHIEF
   COMPLIANCE   OFFICER.   The
Independent   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.  Independent  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  Independent  Chief
Compliance  Officer  shall be  approved  by a  majority  of the  Trustees,
  including  a  majority  of the
Independent  Trustees.  No officer shall be prevented from receiving such
  compensation as such officer by
reason of the fact that he is also a Trustee.


                                               ARTICLE VII

                                               FISCAL YEAR

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


                                               ARTICLE VIII

                                                   SEAL

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


                                                ARTICLE IX

                                            WAIVERS OF NOTICE

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


                                                ARTICLE X

                                 SALE OF SHARES OF THE TRUST

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

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

                                                ARTICLE XI

                                        NET ASSET VALUE OF SHARES

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


                                               ARTICLE XII

                                       DIVIDENDS AND DISTRIBUTIONS

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

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

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

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

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

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


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

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

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

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

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

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


                                               ARTICLE XIII

                                                AMENDMENTS

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


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

                                                                   APPENDIX A


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                                                                   FISCAL
TRUST                                                            YEAR END
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- -------------------------------------------------------------------------------
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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
MFS Charter Income Trust                                         11/30
MFS Special Value Trust                                          10/31

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