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<SEC-DOCUMENT>0000912938-09-000295.txt : 20090624
<SEC-HEADER>0000912938-09-000295.hdr.sgml : 20090624
<ACCEPTANCE-DATETIME>20090624151704
ACCESSION NUMBER:		0000912938-09-000295
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20090430
FILED AS OF DATE:		20090624
DATE AS OF CHANGE:		20090624
EFFECTIVENESS DATE:		20090624

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:		09907390

	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
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SIGNATURE   ELLEN MOYNIHAN
TITLE       ASSISTANT TREASURER

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                                                                          - 15 -

143590
143590

                                                                          MASTER

                                                         AMENDED AND RESTATED


                                                                         BY-LAWS

                                                                              OF

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


                                          December 18, 2007, as revised:

                              December 16, 2008 (Article III; Section 5)

                                                         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 PlaceNameSuffolk.


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

                                                              ARTICLE III

                                                                    SHAREHOLDERS

            SECTION  1.  Meetings.  Except  as  provided  in the next  sentence,
regular  meetings of the  Shareholders  for the  election  of  Trustees  and the
transaction of such other business as may properly come before the meeting shall
be held,  so long as  Shares  are  listed  for  trading  on the New  York  Stock
Exchange, on at least an annual basis, on such day and at such place as shall be
designated by the Trustees.  In the event that such a meeting is not held in any
annual period if so required, whether the omission be by oversight or otherwise,
a subsequent special meeting may be called by the

 Trustees and held in lieu of such meeting with the same
effect as if held within such  annual  period.  Special  meetings  of the
 Shareholders may be called at any time by a majority of the Trustees.  Meetings
of the  Shareholders  for the  purpose of  considering  the  removal of a person
serving as Trustee  shall be called by the  Trustees  if they are  requested  in
writing to do so by Shareholders

 holding in the aggregate Shares representing not less than ten percent (10%) of
the voting power of the  outstanding  Shares of the Trust having voting  rights.
Any  such  meeting  shall  be  held  within  or  without  The   Commonwealth  of
Massachusetts on such day and at such time as the Trustees shall designate.

            Section 2.  Notice of  MeetingS.  Notice of all  meetings of
 Shareholders,  stating  the time,  place and  purposes of the
meeting,  shall be given by the  Trustees in  accordance  with the  Declaration,
 mailed or sent at least (ten) 10 days and not more than

ninety (90) days before the meeting.  Only the business  stated in the notice
of the meeting shall be  considered at such meeting.  Any
adjourned  meeting may be held as adjourned  without  further notice,  even if
 the date of such adjourned meeting is more than 90 days after the notice of the
meeting  was  mailed or sent.  Notwithstanding  the  foregoing,  if  either  the
President  or Clerk of the Trust,  or in the  absence or  unavailability  of the
President and the Clerk, any

 officer of the Trust,  determines  that as a result of force
majeure  or an act of God or war,  the date,  time or place  designated  for
 a meeting or  adjourned  meeting  of  Shareholders  is not
reasonably  practicable or available,  such officer may,  without  further
 notice to  Shareholders,  designate  such  other  date,  time or place for such
meeting or adjourned meeting as such officer shall, in his or

 her sole discretion,  determine.  No notice need be given
to any Shareholder  who shall have failed to inform the Trust of his current
 address or if a written waiver of notice,  executed before
or after the meeting by the Shareholder or his attorney thereunto authorized,
 is filed with the records of the meeting.

         Section 3. Record Date for Meetings.  For the purpose of  determining
  the  Shareholders  who are entitled to notice of and to
vote at any meeting,  or to  participate  in any  distribution,  or for the
 purpose of any other action,  the Trustees may from time to
time close the transfer books for such period,  not exceeding  thirty (30) days,
 as the Trustees may determine; or without closing the

transfer  books the  Trustees  may fix a date not more than  ninety  (90)
 days  prior to the date of any  meeting  of  Shareholders  or
distribution  or other action as a record date for the  determination  of the
 persons to be treated as  Shareholders of record for such
purpose.  The  Trustees  also  may  select  the  time  of  day as of  which  the
calculations  for  determining  how many votes each  Shareholder  is entitled to
pursuant to the Declaration shall be performed.

         Section 4.  Proxies.  At any  meeting  of  Shareholders,  any holder
 of Shares  entitled  to vote  thereat  may vote by proxy,
provided  that no proxy shall be voted at any meeting  unless it shall have been
 placed on file with the Clerk, or with such other

officer or agent of the Trust as the Clerk may direct, for verification  prior
 to the time at which such vote shall be taken.  Pursuant
to a vote of a majority of the  Trustees,  proxies may be solicited in the
 name of one or more  Trustees or one or more of the officers
of the Trust. When any Share is held jointly by several persons, any one of them
may vote at any  meeting  in person or by proxy in  respect of such Share (and a
proxy shall be valid if  executed  by any one of them),  but if more than one of
them  shall be present  at such  meeting  in person or by proxy,  and such joint
owners or their proxies so present disagree as to any vote to be cast, such vote
shall not be  received  in  respect  of such  Share.  A proxy  purporting  to be
executed  by  or on  behalf  of a  Shareholder  shall  be  deemed  valid  unless
challenged  at or prior to its  exercise,  and the burden of proving  invalidity
shall rest on the  challenger.  The placing of a  Shareholder's  name on a proxy
pursuant to telephonic or electronically

 transmitted instructions obtained pursuant to procedures reasonably designed to
verify that such  instructions  have been authorized by such  Shareholder  shall
constitute  execution of such proxy by or on behalf of such Shareholder.  If the
holder of any such Share

 is a minor or a person of unsound mind, and subject to  guardianship  or to the
legal  control of any other person as regards the charge or  management  of such
Share, he may vote by his guardian or such other person appointed or having such
control, and such vote

 may be given in person or by proxy. Any copy,  facsimile
telecommunication  or other reliable  reproduction  of a proxy may be
 substituted  for or used in lieu of the original proxy for any and all purposes
for which the original proxy could be used,  provided that such copy,  facsimile
telecommunication or other reproduction shall be a complete  reproduction of the
entire original proxy or the portion thereof to be returned by the Shareholder.

         Section 5. QUORUM AND  ADJOURNMENT.  Except when a larger  quorum
is required by any  provision  of law,  Shares  representing
thirty  percent  (30%) of the voting  power of the  outstanding  Shares
 entitled to vote shall  constitute  a quorum at any meeting of
Shareholders,  except that where any provision of law, the  Declaration
 or these  By-laws  requires that holders of any series or class shall vote as a
series or class, then Shares  representing 30 percent (unless a larger quorum is
required as  specified  above) of the voting  power of the  aggregate  number of
Shares of that series or class

 entitled to vote shall be necessary to constitute a quorum for the  transaction
of business by that  series or class.  In the absence of a quorum,  Shareholders
entitled  to cast votes  representing  30  percent  of the  voting  power of the
outstanding Shares entitled to vote present in person or by proxy, or, where any
provision of law, the Declaration or these By-laws  requires that holders of any
series or class

 shall vote as a series or class,  Shareholders  entitled
tocast votes  representing  30 percent  of the voting  power of the  outstanding
  Shares of that series or class entitled to vote present

in person or by proxy,  may adjourn the meeting from time to time until a
 quorum shall be present.  Only  Shareholders  of record shall
be entitled to vote on any matter.
         Section 6.  Inspection of Records.  The records of the Trust shall
 be open to inspection by Shareholders to the same extent as
is permitted shareholders of a StateplaceMassachusetts business corporation.

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

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

         (a)      As used in this Section 8, the term annual meeting refers to
 any annual meeting of Shareholders as well as any
         special  meeting held in lieu of an annual  meeting as described in the
 first two sentences of Article III Section 1 of these

         Bylaws,  and  the  term  special  meeting  refers  to all  meetings  of
Shareholders other than an annual meeting or a special

         meeting in lieu of an annual meeting.

         (b)      The matters proposed by Shareholders to be considered and
 brought before any annual or special meeting of
         Shareholders  shall be  limited  to only such  matters,  including  the
 nomination and election of Trustees, as shall be brought

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

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

                  In addition to any other requirements under applicable law
 and the Declaration of Trust and these Bylaws, persons
         nominated by Shareholders for election as Trustees and any other
 proposals by Shareholders may be properly brought before an
         annual meeting only pursuant to timely notice (the Shareholder Notice)
 in writing to the Secretary.  To be timely, the
         Shareholder  Notice must be  delivered to or mailed and received at the
principal executive offices of the Trust not less than

         forty-five  (45) nor more  than  ninety  (90)  days  prior to the first
anniversary date of the date on which the Trust first sent

         its proxy materials for the prior year's annual meeting; provided,
however, with respect to the annual meeting to be held in
         the calendar years 2008 and 2009, the Shareholder Notice must be so
 delivered or mailed and so received on or before June
         13, 2008 and May 1, 2009, respectively; provided further, however,
 if and only if the annual meeting is not scheduled to be
         held within a period that  commences  thirty (30) days before the first
 anniversary date of the annual meeting for the

         preceding  year and ends thirty (30) days after such  anniversary  date
(an annual meeting date outside such period being

         referred to herein as an Other Annual Meeting Date),  such  Shareholder
 Notice must be given in the manner provided herein

         by the later of the close of  business on (i) the date  forty-five  (45
 days prior to such Other Annual Meeting Date or (ii)

         the tenth  (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 Shareholders name and
address as they appear on the Trusts 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 Trusts

 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  placeIndependent  Chief  placeCompliance
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 placeIndependent  Chief placeCompliance  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

                                                 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

 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

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 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:

                     the cash distribution actually paid to any Shareholder,
and

                       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

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

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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