<SEC-DOCUMENT>0000912938-16-000792.txt : 20160624
<SEC-HEADER>0000912938-16-000792.hdr.sgml : 20160624
<ACCEPTANCE-DATETIME>20160624113049
ACCESSION NUMBER:		0000912938-16-000792
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20160430
FILED AS OF DATE:		20160624
DATE AS OF CHANGE:		20160624
EFFECTIVENESS DATE:		20160624

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:		161730251

	BUSINESS ADDRESS:	
		STREET 1:		111 HUNTINGTON AVENUE
		STREET 2:		24TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199
		BUSINESS PHONE:		18006372929

	MAIL ADDRESS:	
		STREET 1:		111 HUNTINGTON AVENUE
		STREET 2:		24TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
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<PAGE>      PAGE  2
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015 C030001 02110
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SIGNATURE   KINO CLARK
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77I NEW SECUR
<SEQUENCE>2
<FILENAME>i77.txt
<TEXT>

                                  SUB-ITEM 77I

TERMS OF NEW OR AMENDED SECURITIES

During the reporting period, MFS Municipal Income Trust issued 4,550 shares of a
new  series  of  Variable  Rate  Municipal  Term Preferred Shares, Series 2019/3
("Series 2019 VMTPS") with an aggregate liquidation  preference  of $113,750,000
in a private offering.  The fund used a portion of the proceeds from the sale of
the  Series 2019 VMTPS to fund the redemption on March 24, 2016 of  all  of  the
fund's  outstanding Variable Rate Municipal Term Preferred Shares, Series 2016/9
("Series  2016  VMTPS") and used the remainder of such proceeds to redeem all of
the fund's remaining  outstanding  Municipal  Auction  Rate Cumulative Preferred
Shares, Series T and TH (the "ARPS"), during the last week  of  April 2016.  The
fund's  assets  attributable  to the newly issued Series 2019 VMTPS  is  roughly
equivalent to the assets and related  leverage  attributable  to the Series 2016
VMTPS and ARPS prior to their redemptions.

The  Series  2019  VMTPS  are  a variable rate form of preferred shares  with  a
mandatory  term redemption date of  March  31,  2019,  unless  extended  through
negotiation  with  their  holders.  Dividends  on  the  Series  2019  VMTPS  are
cumulative  and are set weekly to a fixed spread against the Securities Industry
and Financial  Markets Association (SIFMA) Municipal Swap Index. The Series 2019
VMTPS are redeemable  at  the  option  of  the  fund  in whole or in part at the
liquidation  preference  of  $25,000  per  share,  plus accumulated  and  unpaid
dividends, but generally solely for the purpose of decreasing  the  leverage  of
the  fund.   The  fund's  Series  2019  VMTPS  are  senior  in  priority  to its
outstanding  common  shares  as  to payments of dividends and distributions upon
liquidation.

The fund's Statement Establishing  and  Fixing the Rights and Preferences of the
VMTP Shares, dated as of September 12, 2012,  as  amended  March  24,  2016, and
Appendix  A thereto (the "Statement of Preferences") contains a full description
of the Series  2019 VMTPS and their terms, and the summary above is qualified in
its entirety by  reference  to  the  Statement  of  Preferences.   A copy of the
Statement of Preferences, including Appendix A thereto, is attached  under  Sub-
Item 77Q1(a).

The  fund's  Amended  and Restated Bylaws removing references to ARPS and making
other updating changes is attached under Sub-Item 77Q1(a).



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>q771a.txt
<TEXT>
Unknown;







                                     MASTER AMENDED AND RESTATED


                                     BY-LAWS


                                        OF


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


                          DECEMBER 18, 2007, AS REVISED:

                    December 16, 2008 (Article III; Section 5)
                   November 1, 2014 (Article VI: Sections 1, 2, 3,
                                    13 and 14)
                            April 27, 2016 (Article XII)




























                           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.


<1>
<PAGE>

<PAGE>



                             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

<2>
<PAGE>

<PAGE>
 Trustees also may select the time of day as of which the calculations for
 determining how many votes each Shareholder is entitled to pursuant to the
 Declaration shall be performed.

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

       SECTION 5. QUORUM  AND  ADJOURNMENT.  Except  when  a  larger  quorum  is
 required  by  any provision of law, Shares representing thirty percent (30%) of
 the voting power  of the outstanding Shares entitled to vote shall constitute a
 quorum at any meeting  of Shareholders, except that where any provision of law,
 the Declaration or these  By-laws  requires that holders of any series or class
 shall vote as a series or class, then  Shares representing 30 percent (unless a
 larger  quorum is required as specified above)  of  the  voting  power  of  the
 aggregate  number  of  Shares of that series or class entitled to vote shall be
 necessary to constitute a quorum for the transaction of business by that series
 or class. In the absence  of  a  quorum,  Shareholders  entitled  to cast votes
 representing 30 percent of the voting power of the outstanding Shares  entitled
 to  vote  present  in  person  or by proxy, or, where any provision of law, the
 Declaration or these By- laws requires  that  holders  of  any  series or class
 shall  vote  as  a  series  or  class,  Shareholders  entitled  to  cast  votes
 representing  30  percent of the voting power of the outstanding Shares of that
 series or class entitled to vote present in person or by proxy, may adjourn the
 meeting from time to time until a quorum shall be present. Only Shareholders of
 record shall be entitled to vote on any matter.

<3>
<PAGE>

<PAGE>
       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.

<4>
<PAGE>

<PAGE>
             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

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<PAGE>
       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.

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(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.

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 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.


 may:
 SECTION 2. MEETING, QUORUM AND MANNER OF ACTING. The Trustees

(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



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

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

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


                                    ARTICLE VI

                        OFFICERS AND CHAIR OF THE TRUSTEES

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

       SECTION  2.  TERM  OF OFFICE  AND  QUALIFICATIONS.  Except  as  otherwise
 provided by law, the Declaration  or  these By-Laws, the Chair of the Trustees,
 the President, the Treasurer, the Clerk  and the Chief Compliance Officer shall
 hold office until his resignation has been  accepted  by  the Trustees or until
 his respective successor shall have been duly elected and qualified, or in each
 case  until  he  sooner dies, resigns, is removed or becomes disqualified.  All
 other officers shall  hold  office  at the pleasure of the Trustees. Any two or
 more offices may be held by the same person.   Any officer of the Trust may be,
 but none need be, a Trustee or

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<PAGE>
 Shareholder. Any Chair of the Trustees  shall be an Independent Trustee, shall
 not be an officer of the Trust and may be, but need not be, a Shareholder.

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

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

       SECTION  5. POWERS AND DUTIES OF THE PRESIDENT. Subject to the control of
 the Trustees, the Chair of the Trustees and any Committees of the Trustees, the
 President shall  at all times exercise a general supervision and direction over
 the affairs of the  Trust,  including the power to employ attorneys and counsel
 for  the Trust and to employ such  subordinate  officers,  agents,  clerks  and
 employees  as  he may find necessary to transact the business of the Trust. The
 President shall  be  the  chief  executive  officer of the Trust. The President
 shall have the power to

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<PAGE>
 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

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<PAGE>
 duties, and may exercise any of the powers, of the Clerk. The Assistant  Clerks
 shall perform such other duties as from time to time may be assigned to them by
 the Trustees.

       SECTION 12. POWERS AND DUTIES OF ASSISTANT SECRETARIES. In the
 absence  or disability of the Secretary, any Assistant Secretary designated  by
 the Trustees  shall  perform  all  of  the  duties, and may exercise any of the
 powers, of the Secretary. The Assistant Secretaries  shall  perform  such other
 duties as from time to time may be assigned to them by the Trustees.

       SECTION   13.   POWERS   AND   DUTIES   OF   THE   CHIEF   COMPLIANCE
 OFFICER.  The  Chief  Compliance Officer shall perform the duties and have  the
 responsibilities of the  chief  compliance  officer  of the Trust in accordance
 with  Rule  38a-1,  and  shall perform such other duties and  have  such  other
 responsibilities as from time  to  time may be assigned to him by the Trustees.
 The  Chief  Compliance Officer shall report  directly  to  the  Trustees  or  a
 Committee of the Trustees in carrying out his functions.

       SECTION   14.   COMPENSATION   OF   OFFICERS   AND   TRUSTEES   AND
 MEMBERS OF THE  ADVISORY  BOARD.  Subject to any applicable law or provision of
 the Declaration, the compensation of  the  officers  of  the Trust and Trustees
 (including the Chair of the Trustees) and members of the Advisory  Board  shall
 be fixed from time to time by the Trustees or, in the case of officers, by  any
 Committee  or  officer  upon  whom such power may be conferred by the Trustees,
 provided  that any compensation  of  the  Chief  Compliance  Officer  shall  be
 approved by a majority of the Trustees, including a majority of the Independent
 Trustees. No  officer  shall  be  prevented from receiving such compensation as
 such officer by reason of the fact that he is also a Trustee.


                             ARTICLE VII FISCAL YEAR

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


                                ARTICLE VIII SEAL

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

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<PAGE>
                           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

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 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

<14>
<PAGE>

<PAGE>
 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.

<15>
<PAGE>

<PAGE>
       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.

<16>
<PAGE>

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

                                                                  APPENDIX A

----------------------------------------------------------------------------
|                                                                 |FISCAL  |
|TRUST                                                            |YEAR END|
----------------------------------------------------------------------------
|                                                                 |        |
|MFS Municipal Income Trust MFS Multimarket Income Trust          |10/31   |
|MFS Government Markets Income Trust MFS Intermediate Income Trust|10/31   |
|MFS Charter Income Trust MFS Special Value Trust                 |11/30   |
|                                                                 |10/31   |
|                                                                 |11/30   |
|                                                                 |10/31   |
----------------------------------------------------------------------------


Endnotes

<1>

<2>

<3>

<4>

<5>

<6>

<7>

<8>

<9>

<10>

<11>

<12>

<13>

<14>

<15>

<16>


<17>
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>q771d.txt
<TEXT>

                                SUB-ITEM 77Q1 (D)

Copies  of all constituent instruments defining the rights of the holders of any
new class  of  securities  and  of any amendments to constituent instruments are
referred to in the response to sub-item  77I.   A  copy  of the fund's Statement
Establishing and Fixing the Rights and Preferences of the  VMTP Shares, dated as
of  September  12, 2012, as amended March 24, 2016, and Appendix  A  thereto  is
attached under Sub-Item 77Q1(a).



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>q771a2.txt
<TEXT>
Unknown;















                            MFS MUNICIPAL INCOME TRUST

      AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND
                                    PREFERENCES
                  OF VARIABLE RATE MUNICIPAL TERM PREFERRED SHARES

<1>
<PAGE>
                                TABLE OF CONTENTS

                                                                           PAGE
                                                           1       DEFINITIONS 1
1.1..........Definitions1
1.2   Interpretation12
2TERMS APPLICABLE TO ALL SERIES OF VARIABLE RATE MUNICIPAL
........TERM PREFERRED SHARES.................................................12
2.1..........Number of Shares; Ranking12
2.2   Dividends and Distributions13
2.3   Liquidation Rights17
2.4   Coverage & Leverage Tests18
2.5   Redemption  20
2.6   Voting Rights26
2.7   Rating Agencies   30
2.8   Issuance of Additional Preferred Shares31
2.9   Status of Redeemed or Repurchased VMTP Shares31
2.10  Distributions with Respect to Taxable Allocations31
2.11  Term Redemption Liquidity Account and Liquidity Requirement32
2.12  Global Shares34
2.13  Notice34
2.14  Termination 34
2.15  Appendices  34
2.16  Actions on Other than Business Days35
2.17  Modification35
2.18  Transfers   35

<2>
<PAGE>
2.19.........No Additional Rights............................................36
2.20.........Personal Liability36















































<3>
<PAGE>
                            MFS MUNICIPAL INCOME TRUST

   STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF THE VARIABLE
     RATE MUNICIPAL TERM PREFERRED SHARES, DATED AS OF SEPTEMBER 17, 2012, AS
                              AMENDED MARCH 24, 2016

       MFS Municipal Income Trust (the "Trust"), a Massachusetts business trust,
       certifies that:

                                     RECITALS

       FIRST:  The Board of Trustees of the Trust is authorized pursuant to
 Article III, Section 1 of the Trust's Declaration of Trust, as amended (which,
 as hereafter restated or amended from time to time, is herein called the
 "Declaration"), to authorize for issuance shares of the Trust in one or more
 classes and series, with such preferences, powers, restrictions, limitations or
 qualifications as determined by the Board of Trustees and as set forth in the
 resolution or resolutions providing for the issuance of such shares.

       SECOND:  Pursuant to the authority expressly vested in the Board of
 Trustees of the Trust by Article III, Section 1 of the Declaration, the Board
 of Trustees has, by resolution, authorized the issuance of a class of preferred
 shares of the Trust, without par value and a liquidation preference of U.S.
 $25,000 per share, such shares to be classified as Variable Rate Municipal Term
 Preferred Shares ("VMTP"), and such VMTP to be issued in one or more series
 (each such series, a "Series").

       THIRD:  The preferences, voting powers, restrictions, limitations as to
 dividends, qualifications, and terms and conditions of redemption of each
 Series of VMTP are set forth in this Statement, as modified, amended or
 supplemented in an appendix hereto (each an "Appendix" and collectively the
 "Appendices") specifically relating to such Series (each such Series being
 referred to herein as a "Series of VMTP Shares," "VMTP Shares of a Series" or a
 "Series," and shares of all such Series being referred to herein individually
 as a "VMTP Share" and collectively as the "VMTP Shares").

                                   DEFINITIONS

1.1    Definitions.  Unless  the  context  or use indicates another or different
 meaning  or  intent  and  except with respect to  any  Series  as  specifically
 provided in the Appendix applicable to such Series, each of the following terms
 when used in this Statement  shall  have  the  meaning  ascribed  to  it below,
 whether such term is used in the singular or plural and regardless of tense:


 statute.
"1940 Act" means the Investment Company Act of 1940, as amended, or any
successor

       "1940 Act Asset Coverage" means "asset coverage," as defined in Section
 18(h) of the 1940 Act, of at least 200% with respect to all outstanding senior
 securities of the Trust which are stock, including all outstanding VMTP Shares
 (or such other asset coverage as may in the future be specified in or under the
 1940 Act  as the minimum asset coverage for senior securities which are shares
 or stock of a closed-end investment company as a condition of declaring
 dividends on its common shares or stock).
       "Additional Amount Payment" means, in respect of any dividend, a payment
 to a Holder of VMTP Shares of an amount which, giving effect to the Taxable
 Allocation included in such dividend, if any, would cause such Holder's after-
 tax returns (after federal income tax consequences, taking into account both
 the Taxable Allocation and the Additional Amount Payment) to be equal to the
 after-tax return such Holder would have received if the dividend had not
 included any such Taxable Allocation. Such Additional Amount Payment shall be
 calculated
(i)without consideration being given to the time value of money; (ii) assuming
 that no Holder of VMTP Shares is subject to the federal alternative minimum tax
 with respect to dividends received from the Trust; and (iii) assuming that each
 Taxable Allocation and each Additional Amount Payment (except to the extent
 such Additional Amount Payment is reported as an exempt-interest dividend for
 purposes of Section 852(b)(5) of the Code) would be taxable in the hands of
 each Holder of VMTP Shares at the maximum marginal regular federal individual
 income tax rate applicable to ordinary income or net capital gain, as
 applicable, or the maximum marginal regular federal corporate income tax rate
 applicable to ordinary income or net capital gain, as applicable, whichever is
 greater, in effect at the time such Additional Amount Payment is paid,
 disregarding in each case the effect of any state or local taxes and the phase-
 out of, or provisions limiting, personal exemptions, itemized deductions, or
 the benefit of lower tax brackets.

       "Adviser" means Massachusetts Financial Services Company, or such other
 entity as shall be then serving as the investment adviser of the Trust, and
 shall include, as appropriate, any sub-adviser duly appointed by the Adviser.

       "Agent Member" means a Person with an account at the Securities
 Depository that holds one or more VMTP Shares through the Securities
 Depository, directly or indirectly, for a Designated Owner and that will be
 authorized and instructed, directly or indirectly, by a Designated Owner to
 disclose information to the Redemption and Paying Agent with respect to such
 Designated Owner.

       "Allocation Notification Period" shall have the meaning set forth in
       Section 2.10(a).

       "Appendices" and "Appendix" shall have the respective meanings set forth
 in the Recitals of this Statement.

       "Applicable Spread" means, with respect to any Rate Period for the Series
 2019/3 VMTP Shares, the percentage per annum set forth in the table directly
 below opposite the lowest applicable credit rating assigned to such Series by
 any Rating Agency on the Rate Determination Date for such Rate Period;
 provided, however, that, if such Series of VMTP Shares is not assigned a credit
 rating by any Rating Agency on the Rate Determination Date for any Rate Period
 for such Series of VMTP Shares as a result of each NRSRO that would otherwise
 constitute a Rating Agency ceasing to rate tax-exempt closed-end investment
 companies generally, "Applicable Spread" means, with respect to such Rate
 Period, (i) the percentage per annum in such table directly below the
 percentage per annum set forth opposite the lowest applicable credit rating
 most recently assigned to such Series by any Rating Agency in such table prior
 to such Rate Determination Date or (ii) 6.25% per annum if such percentage set
 forth opposite such lowest applicable credit rating is 2.95% per annum.

<4><5>
<PAGE>

<PAGE>

*---------------------
||LONG-TERM RATINGS*||
*---------------------
*------------------------------------------------------
||    Moody's     |   Fitch    |   Applicable Spread**|
*------------------------------------------------------
||      Aaa to Aa3|  AAA to AA-|        1.15%         |
*------------------------------------------------------
||       A1       |     A+     |        1.35%         |
*------------------------------------------------------
||       A2       |     A      |        1.55%         |
*------------------------------------------------------
||       A3       |     A-     |        1.75%         |
*------------------------------------------------------
||      Baa1      |    BBB+    |        2.65%         |
*------------------------------------------------------
||      Baa2      |    BBB     |        2.80%         |
*------------------------------------------------------
||      Baa3      |    BBB-    |        2.95%         |
*------------------------------------------------------
<TABLE>
<CAPTION>

 *And/or the equivalent long-term rating of an Other Rating Agency then rating the Series 2019/3 VMTP Shares, in all cases utilizing
the lowest of the ratings of the Rating Agencies then rating the Series 2019/3 VMTP Shares.

 **Unless an Increased Rate Period is in effect for the relevant Rate Period or the Increased Rate otherwise applies to any portion
of a Rate Period, in which case the Applicable Spread shall be 6.25% for such period or portion thereof, as the case may be.
<S>  <C>
</TABLE>


       "Asset Coverage" means "asset coverage," as defined for purposes of
 Section 18(h) of the 1940 Act as in effect on the date hereof, with respect to
 all Outstanding senior securities of the Trust which are stock, including all
 Outstanding VMTP Shares, determined on the basis of values calculated as of a
 time within 48 hours (only including Business Days) next preceding the time of
 such determination.

       "Asset Coverage Cure Date" means, with respect to the failure by the
 Trust to maintain Asset Coverage of at least 225% as of the close of business
 on a Business Day (as required by Section 2.4(a)), the date that is seven (7)
 Business Days following such Business Day.

       "Below Investment Grade" means, with respect to any Series of VMTP Shares
 and as of any date, the following ratings with respect to each Rating Agency
 (to the extent it is a Rating Agency on such date):

(i)             lower than BBB-, in the case of Fitch;

(ii)            lower than Baa3, in the case of Moody's; and

(iii)           lower than an equivalent long-term credit rating to those set
          forth in clauses (i) and (ii), in the case of any Other Rating Agency.

       "Board of Trustees" means the Board of Trustees of the Trust or any duly
 authorized committee thereof as permitted by applicable law.

<6><7>
<PAGE>

<PAGE>
       "Business Day" means any day other than a day (i) on which commercial
 banks in The City of New York, New York are required or authorized by law or
 executive order to close or (ii) on which the New York Stock Exchange is
 closed.

       "By-Laws" means the By-Laws of the Trust as amended from time to time.

       "Code" means the Internal Revenue Code of 1986, as amended, or any
       successor statute.

       "Common Shares" means the common shares of beneficial interest of the
       Trust.

       "Conditional Acceptance" shall have the meaning set forth in Section
       2.5(a).

       "Custodian" means a bank, as defined in Section 2(a)(5) of the 1940 Act,
 that has the qualifications prescribed in paragraph 1 of Section 26(a) of the
 1940 Act, or such other entity as shall be providing custodian services to the
 Trust as permitted by the 1940 Act or any rule, regulation, or order
 thereunder, and shall include, as appropriate, any similarly qualified sub-
 custodian duly appointed by the Custodian.

       "Custodian  Agreement"  means,  with respect to any Series, the custodian
 agreement by and between the Custodian  and  the  Trust  with  respect  to such
 Series, as amended from time to time.

       "Date of Original Issue" means, with respect to any Series, the date
 specified as the Date of Original Issue for such Series in the Appendix for
 such Series.

       "Declaration" shall have the meaning set forth in the Recitals of this
       Statement.

       "Default" shall mean a Dividend Default or a Redemption Default.

       "Deposit Securities" means, as of any date, any United States dollar-
 denominated security or other investment of a type described below that either
 (i) is a demand obligation payable to the holder thereof on any Business Day or
 (ii) has a maturity date, mandatory redemption date or mandatory payment date,
 on its face or at the option of the holder, preceding the relevant Redemption
 Date, Dividend Payment Date or other payment date in respect of which such
 security or other investment has been deposited or set aside as a Deposit
 Security:

(1)    cash or any cash equivalent;

(2)    any U.S. Government Obligation;

(3)    any Municipal Obligation that has a credit rating from at least one NRSRO
 that is the highest applicable rating generally ascribed by such NRSRO to
 Municipal Obligations (or such rating's future equivalent), including any such
 fixed or variable Municipal Obligation that qualifies as an eligible security
 under Rule 2a-7 under the 1940 Act;

(4)    any Municipal Obligation that has been pre-refunded by the issuer thereof
 with the proceeds of such refunding having been irrevocably deposited in trust
 or escrow for the repayment thereof;

<8><9>
<PAGE>

<PAGE>
(5)    any investment in any money market fund registered under the 1940 Act
 that qualifies under Rule 2a-7 under the 1940 Act, or similar investment
 vehicle described in Rule 12d1-1(b)(2) under the 1940 Act, including, without
 limitation, the MFS Institutional Money Market Portfolio; or

(6)    any letter of credit from a bank or other financial institution that has
 a credit rating from at least one NRSRO that is the highest applicable rating
 generally ascribed by such NRSRO to bank deposits or short-term debt of banks
 or other financial institutions as of the date of this Statement (or such
 rating's future equivalent).

       "Derivative Contract" means (a) any and all rate swap transactions, basis
 swaps, credit derivative transactions, forward rate transactions, commodity
 swaps, commodity options, forward commodity contracts, equity or equity index
 swaps or options, bond or bond price or bond index swaps or options or forward
 bond or forward bond price or forward bond index transactions, repurchase
 transactions, interest rate options, forward foreign exchange transactions, cap
 transactions, floor transactions, collar transactions, currency swap
 transactions, cross-currency rate swap transactions, currency options, spot
 contracts, futures, interest rate futures or any other similar transactions or
 any combination of any of the foregoing (including any options to enter into
 any of the foregoing), whether or not any such transaction is governed by or
 subject to any master agreement and (b) any and all transactions of any kind,
 and the related confirmations, which are subject to the terms and conditions
 of, or governed by, any form of master agreement published by the International
 Swaps and Derivatives Association, Inc., any International Foreign Exchange
 Master Agreement, or any other master agreement (any such master agreement,
 together with any related schedules, a "Master Agreement"), including any
 obligations or liabilities under any Master Agreement.

       "Derivative Termination Value" means, in respect of any one or more
 Derivative Contracts, after taking into account the effect of any legally
 enforceable netting agreement relating to such Derivative Contracts, (a) for
 any date on or after the date such Derivative Contracts have been closed out
 and termination value(s) determined in accordance therewith, such termination
 value(s) and (b) for any date prior to the date referenced in clause (a), the
 amount(s) determined as the mark-to-market value(s) for such Derivative
 Contracts, as determined based upon one or more mid-market or other readily
 available quotations provided by any recognized dealer in such Derivative
 Contracts (which may include the Initial Purchaser or an affiliate of the
 Initial Purchaser).

       "Designated Owner" means a Person in whose name VMTP Shares of any Series
 are recorded as beneficial owner of such VMTP Shares by the Securities
 Depository, an Agent Member or other securities intermediary on the records of
 such Securities Depository, Agent Member or securities intermediary, as the
 case may be.

       "Dividend Default" shall have the meaning set forth in Section 2.2(g)(i).

       "Dividend Payment Date" means, with respect to any Series, the first
 Business Day of each calendar month that any shares of such Series are
 outstanding unless otherwise provided in the Appendix relating to such Series
 with respect to the applicable initial Dividend Payment Date for such Series.

<10><11>
<PAGE>

<PAGE>
       "Dividend Period" means, with respect to any Series, the Dividend Period
 for such Series set forth in the Appendix for such Series.

       "Dividend Rate" means, with respect to any Rate Period for a Series of
 VMTP Shares, the Index Rate for such Rate Period plus the Applicable Spread for
 such Rate Period, and, as applicable, giving effect to the adjustment described
 in Section 2.10; provided, however, that with respect to any Increased Rate
 Period (or any portion of a Rate Period to which the Increased Rate otherwise
 applies), the Dividend Rate shall mean the Increased Rate for such Increased
 Rate Period (or such portion of a Rate Period); and provided further that the
 Dividend Rate (exclusive of any Additional Amount Payment) for any Rate Period
 (or portion thereof) shall in no event exceed the Maximum Rate.

       "Effective Leverage Ratio" shall have the meaning set forth in Section
       2.4(d).

       "Effective Leverage Ratio Cure Date" shall have the meaning set forth in
 Section 2.5(b)(ii)(A).

       "Electronic Means" means email transmission, facsimile transmission or
 other similar electronic means of communication providing evidence of
 transmission (but excluding online communications systems covered by a separate
 agreement) acceptable to the sending party and the receiving party, in any case
 if operative as between any two parties, or, if not operative, by telephone
 (promptly confirmed by any other operative method set forth in this
 definition), which, in the case of notices to the Redemption and Paying Agent
 and the Custodian, shall be sent by such means to each of its representatives
 set forth in the Redemption and Paying Agent Agreement and the Custodian
 Agreement, respectively.

       "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
 any successor statute.

       "Fitch" means Fitch Ratings, a part of the Fitch Group, which is a
 majority owned subsidiary of Fimalac, S.A., and any successor or successors
 thereto.

       "Holder" means, with respect to the VMTP Shares of any Series or any
 other security issued by the Trust, a Person in whose name such security is
 registered as the recordholder in the registration books of the Trust.

       "Increased  Rate" means, with respect to any Increased Rate Period for  a
 Series of VMTP Shares  (or  any portion of a Rate Period to which the Increased
 Rate otherwise applies), the  Index  Rate  for  such  Rate  Period  (or portion
 thereof) plus an Applicable Spread of 6.25%.

       "Increased Rate Period" shall have the meaning set forth in Section
       2.2(g)(i).

       "Index Rate" means, with respect to any Rate Period for a Series  of VMTP
 Shares,  the  SIFMA  Municipal Swap Index made available by 3:00 p.m., New York
 City time, on the Rate Determination Date for such Rate Period.

       "Initial Purchaser" means Citibank, N.A.

<12><13>
<PAGE>

<PAGE>
       "Initial Rate Period"  means,  with  respect  to  the  VMTP Shares of any
 Series,  the  period  commencing  on  and including the Date of Original  Issue
 thereof and ending on, and including, the  next succeeding calendar day that is
 a Wednesday (or, if such Wednesday is not a  Business  Day, the next succeeding
 Business Day).

       "Initial Series" means the initial Series of VMTP Shares issued pursuant
 to this Statement as set forth in Appendix A attached hereto.

       "Initial Series Majority Holder" means, with respect to the Initial
 Series, Designated Owners of more than 50% of the number of Outstanding VMTP
 Shares of such Series.

       "Liquidation Preference" means, with respect to any Series, the amount
 specified as the liquidation preference per share for that Series in the
 Appendix for such Series.

       "Liquidity Account Initial Date" means, with respect to any Series, the
 date designated as the Liquidity Account Initial Date in the Appendix for such
 Series.

       "Liquidity Account Investments" means (i) Deposit Securities or (ii) any
 other security or investment owned by the Trust that is assigned a long-term
 credit rating not less than A3 by Moody's or A- by Fitch or an equivalent
 rating by any other NRSRO (or any such rating's future equivalent) and is not
 assigned a credit rating lower than any such rating by any of Moody's, Fitch or
 other NRSRO then rating such security or investment.

       "Liquidity Requirement" shall have the meaning set forth in Section
       2.11(b).

       "Mandatory Redemption Price" shall have the meaning set forth in Section
       2.5(b)(i)(A).

        "Market Value" of any asset of the Trust means, for securities for which
 market quotations are readily available, the market value thereof provided by
 an independent third-party pricing service designated from time to time by the
 Board of Trustees, which pricing service shall be Interactive Data Evaluation
 Services (or any successor thereto), Standard & Poor's (or any successor
 thereto) or another independent third-party pricing service broadly recognized
 in the tax-exempt fund market; provided, that, if Citibank, N.A. is the
 Designated Owner of more than 50% of the number of Outstanding Series 2019/3
 VMTP Shares, the Trust will provide notice of such other third-party pricing
 service to Citibank, N.A. Market Value of any asset shall include any interest
 accrued thereon.  The pricing service values portfolio securities at the quoted
 bid price or the yield equivalent when quotations are readily available.
 Securities for which market quotations are not readily available are valued at
 fair value as determined by the pricing service or, in the case of good faith
 disputes on the part of the Board of Trustees as to the fair value of such
 securities, the Board of Trustees may determine the fair value thereof in
 accordance with the Trust's valuation policies and procedures.  Fair valuations
 will typically be provided by the pricing service using methods that include,
 without limitation, consideration of: yields or prices of Municipal Obligations
 of comparable quality, type of issue, coupon, maturity and rating; state of
 issuance; indications as to value from dealers; and general market conditions.
 The pricing service may employ electronic data processing techniques or a
 matrix system, or both, to determine recommended valuations.

       "Maximum Rate" means 15.00% per annum.

<14><15>
<PAGE>

<PAGE>
       "Moody's" means Moody's Investors Service, Inc. and any successor or
 successors thereto.

       "Municipal Obligation" means any "Municipal Instrument" as defined in the
 Trust's registration statement on Form N-2 as filed with the Securities and
 Exchange Commission on August 6, 2008 (the "Registration Statement").

       "Notice of Redemption" shall have the meaning set forth in Section
       2.5(d).

       "Notice of Taxable Allocation" shall have the meaning set forth in
       Section 2.10(a).

       "NRSRO" means (a) each of Fitch, Moody's, and Standard and Poor's Ratings
 Services so long as such Person is a nationally recognized statistical rating
 organization within the meaning of Section 3(a)(62) of the Exchange Act and (b)
 any other nationally recognized statistical rating organization within the
 meaning of Section 3(a)(62) of the Exchange Act that is not an "affiliated
 person" (as defined in Section 2(a)(3) of the 1940 Act) of the Trust.

       "Optional Redemption Date" shall have the meaning set forth in Section
       2.5(c)(i).

       "Optional Redemption Price" shall have the meaning set forth in Section
       2.5(c)(i).

       "Other Rating Agency" means, at any time, each Rating Agency, if any,
 other than Moody's or Fitch then providing a rating for the VMTP Shares
 pursuant to the request of the Trust.

       "Outstanding" means, as of any date with respect to VMTP Shares of any
 Series, the number of VMTP Shares of such Series theretofore issued by the
 Trust except (without duplication):

(a)    any VMTP Shares of such Series theretofore cancelled or redeemed or
 delivered to the Redemption and Paying Agent for cancellation or redemption in
 accordance with the terms hereof;

(b)    any VMTP Shares of such Series as to which the Trust shall have given a
 Notice of Redemption and irrevocably deposited with the Redemption and Paying
 Agent Deposit Securities with an aggregate Market Value sufficient to redeem
 such shares in accordance with the applicable subsection of Section 2.5 hereof;

(c)    any VMTP Shares of such Series as to which the Trust shall be the Holder
 or the Designated Owner; and

(d)    any VMTP Shares of such Series represented by any security certificate in
 lieu of which any new security certificate has been executed  and  delivered by
 the Trust.

       "Person"  means  and  includes  an individual, a partnership, a trust,  a
 corporation,  a limited liability company,  an  unincorporated  association,  a
 joint venture or  other  entity  or  a  government  or  any agency or political
 subdivision thereof.

<16><17>
<PAGE>

<PAGE>
       "Preferred Shares" means the preferred shares of the Trust, and includes
 the VMTP Shares and any other shares of beneficial interest hereafter
 authorized and issued by the Trust of a class having priority over any other
 class as to distribution of assets or payments of dividends.

       "Pro Rata Allocation" has the meaning set forth in Section 2.5(b)(i)(A).

       "Purchase Agreement" means (i) with respect to the  Initial  Series,  the
 VMTP  Purchase  Agreement  dated as of September 17, 2012 between the Trust and
 Citibank, N.A.; (ii) with respect  to  Variable  Rate  Municipal Term Preferred
 Shares Series 2019/3 issued pursuant to this Statement as set forth in Appendix
 B attached hereto, the Purchase Agreement dated as of March  24,  2016  between
 the  Trust  and Citibank, N.A.; and (iii) with respect to any subsequent Series
 of VMTP Shares,  the purchase agreement or other similar agreement for the VMTP
 Shares of such Series (if any) specified in the Appendix for such Series.

       "Rate Determination  Date" means, with respect to the Initial Rate Period
 for any Series of VMTP Shares,  the Business Day immediately preceding the Date
 of Original Issue of such Series  and,  with  respect  to  any  Subsequent Rate
 Period for any Series of VMTP Shares, the last day of the immediately preceding
 Rate Period for such Series.

       "Rate  Period"  means,  with  respect  to any Series of VMTP Shares,  the
 Initial Rate Period and any Subsequent Rate Period  of  the VMTP Shares of such
 Series.

       "Rating Agencies" means, as of any date and in respect of a Series of
 VMTP Shares, (i) each of Moody's and Fitch and (ii) any other NRSRO designated
 as a Rating Agency on such date in accordance with Section 2.7, in each case
 above, only if it maintains a current credit rating for the VMTP Shares of such
 Series on such date and the Board of Trustees has not terminated its
 designation as a Rating Agency in accordance with Section 2.7. Moody's and
 Fitch have initially been designated as the Rating Agencies for purposes of the
 VMTP Shares. In the event that at any time any Rating Agency (i) ceases to be a
 Rating Agency for purposes of any Series of VMTP Shares and such Rating Agency
 has been replaced by another Rating Agency in accordance with Section 2.7, any
 references to any credit rating of such replaced Rating Agency in this
 Statement or any Appendix shall be deleted for purposes hereof as provided
 below and shall be deemed instead to be references to the equivalent credit
 rating of the Rating Agency that has replaced such Rating Agency as of the most
 recent date on which such replacement Rating Agency published credit ratings
 for such Series of VMTP Shares or (ii) designates a new rating definition for
 any credit rating of such Rating Agency with a corresponding replacement rating
 definition for such credit rating of such Rating Agency, any references to such
 replaced rating definition of such Rating Agency contained in this Statement or
 any Appendix shall instead be deemed to be references to such corresponding
 replacement rating definition.  In the event that at any time the designation
 of any Rating Agency as a Rating Agency for purposes of any Series of VMTP
 Shares is terminated in accordance with Section 2.7, any credit rating of such
 terminated Rating Agency, to the extent it would have been taken into account
 in any of the provisions of this Statement or the Appendix for such Series,
 shall be disregarded, and only the credit ratings of the then-designated Rating
 Agencies for such Series shall be taken into account for purposes of this
 Statement and such Appendix, provided that, for purposes of determining the
 Dividend Rate applicable to a Rate Period, any designation of a

<18><19>
<PAGE>

<PAGE>
 Rating Agency after the Rate Determination Date for such Rate Period will take
 effect on or as of the next succeeding Rate Determination Date.

       "Rating Agency Guidelines" means the guidelines of any Rating Agency,
 compliance with which is required to cause such Rating Agency to continue to
 issue a rating with respect to a Series of VMTP Shares for so long as such
 Series is Outstanding.

       "Ratings Event" shall have the meaning set forth in Section 2.2(g)(i).

        "Redemption and Paying Agent" means, with respect to any Series, The
 Bank of New York Mellon and its successors or any other redemption and paying
 agent appointed by the Trust with respect to such Series.

       "Redemption and Paying Agent Agreement" means, with respect to any
 Series, the Redemption and Paying Agent Agreement dated as of March 24, 2016,
 by and among the Redemption and Paying Agent, the Trust and certain other
 Persons, as the same may be amended, restated or modified from time to time, or
 any similar agreement between the Trust and any other redemption and paying
 agent appointed by the Trust.

       "Redemption Date" shall have the meaning set forth in Section 2.5(d)(i).

       "Redemption Default" shall have the meaning set forth in Section
       2.2(g)(i).

       "Redemption Price" shall mean the Term Redemption Price, the Mandatory
 Redemption Price or the Optional Redemption Price, as applicable.

       "Securities Act" means the Securities Act of 1933, as amended, or any
       successor statute.

       "Securities Depository" shall mean The Depository Trust Company and its
 successors and assigns or any other securities depository selected by the Trust
 that agrees to follow the procedures required to be followed by such securities
 depository as set forth in this Statement with respect to the VMTP Shares.

       "Series" and "Series of VMTP Shares" shall have the meanings set forth in
 the Recitals of this Statement.

       "SIFMA Municipal Swap Index" means the Securities Industry and Financial
 Markets Association Municipal Swap Index, or such other weekly, high-grade
 index comprised of seven- day, tax-exempt variable rate demand notes produced
 by Municipal Market Data, Inc. or its successor, or as otherwise designated by
 the Securities Industry and Financial Markets Association; provided, however,
 that, if such index is no longer produced by Municipal Market Data, Inc. or its
 successor, then SIFMA Municipal Swap Index shall mean (i) the S&P Municipal
 Bond 7 Day High Grade Rate Index produced by Standard & Poor's Financial
 Services LLC or its successors or (ii) if the S&P Municipal Bond 7 Day High
 Grade Rate Index is no longer produced, such other reasonably comparable index
 selected in good faith by the Board of Trustees of the Trust.

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<PAGE>

<PAGE>
       "Statement" means this Statement Establishing and Fixing the Rights and
 Preferences of Variable Rate Municipal Term Preferred Shares, as it may be
 amended from time to time in accordance with its terms.

       "Subsequent Rate Period" means, with respect to any Series of VMTP
 Shares, the period from, and including, the first day following the Initial
 Rate Period of such Series to, and including, the next Wednesday (or, if such
 Wednesday is not a Business Day, the next Business Day) and each subsequent
 period from, and including, the first day following the end of the previous
 Subsequent Rate Period to, and including, the next Wednesday (or, if such
 Wednesday is not a Business Day, the next Business Day).

       "Tax Event" shall have the meaning set forth in Section 2.2(g)(i).

       "Taxable Allocation" means, with respect to any Series, the amount, if
 any, to be included in a dividend payable in respect of such Series that
 constitutes net capital gain or other income taxable for regular U.S. federal
 income tax purposes.

       "Term Extension Request" shall have the meaning set forth in Section
       2.5(a).

       "Term Redemption Amount" shall have the meaning set forth in Section
       2.11(a).

       "Term Redemption Date" means, with respect to any Series, the date
 specified as the Term Redemption Date in the Appendix for such Series.

       "Term Redemption Liquidity Account" shall have the meaning set forth in
 Section 2.11(a).

       "Term Redemption Price" shall have the meaning set forth in Section
       2.5(a).

       "Trust" shall have the meaning set forth in the Preamble to this
       Statement.

       "U.S. Government Obligations" means "Government securities" (as defined
 by the 1940 Act) that are direct obligations of the United States or of its
 agencies or instrumentalities, that are entitled to the full faith and credit
 of the United States and that, other than United States Treasury Bills, provide
 for the periodic payment of interest and the full payment of principal at
 maturity or call for redemption.

       "VMTP" shall have the meaning set forth in the Recitals of this
       Statement.

       "VMTP Shares" shall have the meaning set forth in the Recitals of this
       Statement.

       "VMTP Shares of a Series" shall have the meaning set forth in the
 Recitals of this Statement.

       "Voting Period" shall have the meaning set forth in Section 2.6(b)(i).

       With respect to any Series, any additional definitions specifically set
 forth in the Appendix relating to such Series and any amendments to any
 definitions specifically set forth in

<22><23>
<PAGE>

<PAGE>
 the Appendix relating to such Series, as such Appendix may be amended from
 time to time, shall be incorporated herein and made part hereof by reference
 thereto, but only with respect to such Series.

1.2    Interpretation.  The headings preceding the text of Sections included in
 this Statement are for convenience only and shall not be deemed part of this
 Statement or be given any effect in interpreting this Statement.  The use of
 the masculine, feminine or neuter gender or the singular or plural form of
 words herein shall not limit any provision of this Statement.  The use of the
 terms "including" or "include" shall in all cases herein mean "including,
 without limitation" or "include, without limitation," respectively. Reference
 to any Person includes such Person's successors and assigns to the extent such
 successors and assigns are permitted by the terms of any applicable agreement,
 and reference to a Person in a particular capacity excludes such Person in any
 other capacity or individually.  Reference to any agreement (including this
 Statement), document or instrument means such agreement, document or instrument
 as amended or modified and in effect from time to time in accordance with the
 terms thereof and, if applicable, the terms hereof.  Except as otherwise
 expressly set forth herein, reference to any law means such law as amended,
 modified, codified, replaced or re-enacted, in whole or in part, including
 rules, regulations, enforcement procedures and any interpretations promulgated
 thereunder.  Underscored references to Sections shall refer to those portions
 of this Statement. The use of the terms "hereunder," "hereof," "hereto" and
 words of similar import shall refer to this Statement as a whole and not to any
 particular Article, Section or clause of this Statement. References herein to
 the "close of business" on any day shall mean 5:00 p.m., New York City time, on
 such day.

                     TERMS APPLICABLE TO ALL SERIES OF VARIABLE RATE MUNICIPAL
            TERM PREFERRED SHARES

       Except for such changes and amendments hereto with respect to a Series of
 VMTP Shares that are specifically contemplated by the Appendix relating to such
 Series, each Series of VMTP Shares shall have the following terms:

2.1    Number of Shares; Ranking.

(a)          The number of authorized shares constituting any Series of VMTP
 Shares shall be as set forth with respect to such Series in the Appendix hereto
 relating to such Series. No fractional VMTP Shares shall be issued.

(b)          The VMTP Shares of each Series shall rank on a parity with VMTP
 Shares of each other Series and with shares of any other series of Preferred
 Shares as to the payment of dividends and the distribution of assets upon
 dissolution, liquidation or winding up of the affairs of the Trust. The VMTP
 Shares of each Series shall have preference with respect to the payment of
 dividends and as to distribution of assets upon dissolution, liquidation or
 winding up of the affairs of the Trust over the Common Shares as set forth
 herein.

(c)          No Holder of VMTP Shares shall have, solely by reason of being such
 a Holder, any preemptive or other right to acquire, purchase or subscribe for
 any VMTP Shares or Common Shares or other securities of the Trust which it may
 hereafter issue or sell.

<24><25>
<PAGE>

<PAGE>
2.2    Dividends and Distributions.

(a)          The Holders of VMTP Shares of a Series shall be entitled to
 receive, when, as and if declared by, or under authority granted by, the Board
 of Trustees, out of funds legally available therefor in accordance with the
 Declaration, this Statement, and applicable law, and in preference to dividends
 and other distributions on Common Shares, cumulative cash dividends and other
 distributions on each share of such Series at the Dividend Rate for such
 Series, calculated as set forth herein, including giving effect to Section
 2.10, and no more.  No Holders of VMTP Shares shall be entitled to receive any
 dividends and other distributions on VMTP Shares, whether payable in cash,
 property or shares, in excess of full cumulative dividends and other
 distributions, as herein provided; provided, however, for the avoidance of
 doubt, the applicable Holder or Designated Owner is entitled to receive
 additional fees pursuant to Section 2.4 of the Purchase Agreement. Dividends
 and other distributions on the VMTP Shares of a Series shall accumulate from
 the Date of Original Issue with respect to such Series. The amount of dividends
 per share payable on VMTP Shares of a Series on any Dividend Payment Date shall
 equal the sum of the dividends accumulated but not yet paid for each Rate
 Period (or part thereof) in the related Dividend Period, provided such
 dividends have been declared by, or under authority granted by, the Board of
 Trustees as described above.  The amount of dividends per share of a Series
 accumulated for each such Rate Period (or part thereof) shall be computed by
 (i) multiplying the Dividend Rate in effect for VMTP Shares of such Series for
 such Rate Period (or part thereof) by a fraction, the numerator of which shall
 be the actual number of days in such Rate Period (or part thereof) and the
 denominator of which shall be the actual number of days in the year in which
 such Rate Period (or such part thereof) occurs (365 or 366) and (ii)
 multiplying the product determined pursuant to clause (i) by the Liquidation
 Preference for a VMTP Share of such Series.

(b)          Subject to Section 2.2(a), dividends on VMTP Shares of each Series
 with respect to any Dividend Period shall be declared to the Holders of such
 shares as their names shall appear on the registration books of the Trust at
 the close of business on each day in such Dividend Period and shall be paid as
 provided in Section 2.2(f) hereof.

(c)          (i) Except as set forth in the next sentence, no dividends shall be
 declared or paid or set apart for payment on the shares of any class or series
 of shares of beneficial interest of the Trust ranking, as to the payment of
 dividends, on a parity with the VMTP Shares for any Dividend Period unless full
 cumulative dividends have been or contemporaneously are declared and paid on
 the VMTP Shares through their most recent Dividend Payment Date and the Trust
 has redeemed the full number of VMTP Shares required to be redeemed by any
 provision for mandatory redemption pertaining thereto.  When dividends are not
 paid in full upon the VMTP Shares through their most recent Dividend Payment
 Date or upon the shares of any other class or series of shares of beneficial
 interest of the Trust ranking on a parity as to the payment of dividends with
 the VMTP Shares through their most recent respective dividend payment dates,
 all dividends declared upon the VMTP Shares and any other such class or series
 of shares of beneficial interest ranking on a parity as to the payment of
 dividends with the VMTP Shares shall be declared pro rata so that the amount of
 dividends declared per share on the VMTP Shares   and such other class or
 series of shares of beneficial interest shall in all cases bear to each
 other the same ratio that accumulated dividends per share on the VMTP Shares
 and such other class or series of shares of beneficial interest bear to each
 other (for purposes of this sentence, the

<26><27>
<PAGE>

<PAGE>
 amount of dividends declared per share of VMTP shall be based on the Dividend
 Rate for such shares for the Dividend Periods during which dividends were not
 paid in full).

                   (ii) For so long as any VMTP Shares are Outstanding, the
                   Trust shall not:
 (x) declare or pay any dividend or other distribution (other than a dividend or
 distribution paid in Common Shares) in respect of the Common Shares, (y) call
 for redemption or redeem, purchase or otherwise acquire for consideration any
 Common Shares, or (z) pay any proceeds of the liquidation of the Trust in
 respect of the Common Shares, unless, in each case, (A) immediately thereafter,
 the Trust shall have 1940 Act Asset Coverage after deducting the amount of such
 dividend or distribution or redemption or purchase price or liquidation
 proceeds, (B) all cumulative dividends and other distributions (including any
 Additional Amount Payment required to be paid under Section 2.10 hereof) on all
 VMTP Shares and all cumulative dividends and other distributions (including any
 tax gross-up payment required to be paid) on all other series of Preferred
 Shares ranking on a parity with the VMTP Shares, in each case due on or prior
 to the date of such declaration, payment, call for redemption, redemption,
 purchase or acquisition, as applicable, shall have been declared and paid (or
 shall have been declared and Deposit Securities (in the case of the VMTP
 Shares) or sufficient securities or funds (in accordance with the terms of such
 other Preferred Shares) for the payment thereof shall have been deposited
 irrevocably with the paying agent for such Preferred Shares), (C) the Trust
 shall have deposited Deposit Securities pursuant to and in accordance with the
 requirements of Section 2.5(d)(ii) hereof with respect to Outstanding VMTP
 Shares of any Series to be redeemed pursuant to Section 2.5(a) or Section
 2.5(b) hereof for which a Notice of Redemption shall have been given or shall
 have been required to be given in accordance with the terms hereof on or prior
 to the date of such declaration, payment, call for redemption, redemption,
 purchase or acquisition, as applicable, and (D) the Trust shall be in
 compliance with Section 2.11.

                   (iii) Any dividend payment made on VMTP  Shares  of  a Series
 shall   first  be  credited  against  the  dividends  and  other  distributions
 accumulated  with  respect  to the earliest Dividend Period for such Series for
 which dividends and other distributions have not been paid.

(d)          Not later than 11:00 a.m., New York City time, on a Dividend
 Payment Date for a Series of VMTP Shares, the Trust shall deposit with the
 Redemption and Paying Agent Deposit Securities having an aggregate Market Value
 on such date sufficient to pay the dividends and other distributions that are
 payable on such Dividend Payment Date in respect of such Series.  The Trust may
 direct the Redemption and Paying Agent with respect to the investment or
 reinvestment of any such Deposit Securities so deposited prior to the Dividend
 Payment Date, provided that such investment consists exclusively of Deposit
 Securities and provided further that the proceeds of any such investment will
 be available as same day funds at the opening of business on such Dividend
 Payment Date.

(e)          All Deposit Securities deposited with the Redemption and Paying
 Agent for the payment of dividends payable on a Series of VMTP Shares shall be
 held in trust for the payment of such dividends by the Redemption and Paying
 Agent for the benefit of the Holders of such Series entitled to the payment of
 such dividends pursuant to Section 2.2(f).  Any moneys paid to the Redemption
 and Paying Agent in accordance with the foregoing but not applied by the
 Redemption and Paying Agent to the payment of dividends, including interest
 earned on such

<28><29>
<PAGE>

<PAGE>
 moneys while so held, will, to the extent permitted by law, be repaid to the
 Trust as soon as possible after the date on which such moneys were to have
 been so applied, upon request of the Trust.

(f)          Dividends on VMTP Shares of a Series shall be paid on each Dividend
 Payment Date for such Series, when, as and if declared by the Board of
 Trustees, or under authority granted by, out of funds legally available
 therefor under applicable law, and pursuant to Sections 2.2(a) and (b) hereof,
 to the Holders of shares of such Series as their names appear on the
 registration books of the Trust at the close of business on the day immediately
 preceding such Dividend Payment Date (or, if such day is not a Business Day,
 the immediately preceding Business Day).  Dividends in arrears on VMTP Shares
 of a Series for any past Dividend Period may be declared and paid at any time
 out of the funds legally available therefor under applicable law, without
 reference to any regular Dividend Payment Date, to the Holders of shares of
 such Series as their names appear on the registration books of the Trust on
 such date, not exceeding fifteen (15) calendar days preceding the payment date
 thereof, as may be fixed by the Board of Trustees.  No interest or sum of money
 in lieu of interest will be payable in respect of any dividend payment or
 payments on VMTP Shares of any Series which may be in arrears.

(g)          (i) The Dividend Rate on a Series of VMTP Shares shall be adjusted
 to the Increased Rate for each Increased Rate Period (as hereinafter defined).
 Subject to the cure provisions of Section 2.2(g)(iii), a Rate Period with
 respect to a Series of VMTP Shares shall be deemed to be an "Increased Rate
 Period" if on the first day of such Rate Period:

(A)                  the Trust has failed to deposit with the Redemption and
 Paying Agent by 11:00 a.m., New York City time, on a Dividend Payment Date for
 such Series, Deposit Securities (as a result of complying with Section 2.2(c)
 or otherwise) that will provide same-day funds available to the Redemption and
 Paying Agent on such Dividend Payment Date sufficient to pay the full amount of
 any dividend on such Series payable on such Dividend Payment Date (a "Dividend
 Default") and such Dividend Default has not ended as contemplated by Section
 2.2(g)(ii) on or prior to such first day;

(B)                  the Trust has failed to deposit with the Redemption and
 Paying Agent by 11:00 a.m., New York City time, on an applicable Redemption
 Date for such Series, Deposit Securities that will provide same-day funds
 available to the Redemption and Paying Agent on such Redemption Date sufficient
 to pay the full amount of the Redemption Price payable in respect of such
 Series on such Redemption Date (a "Redemption Default") and such Redemption
 Default has not ended as contemplated by Section 2.2(g)(ii) on or prior to such
 first day;

(C)                  (i) any Rating  Agency  has  withdrawn  the  credit  rating
 required  to be maintained with respect to such Series pursuant to Section  2.7
 other than  due  to  the  Rating  Agency  ceasing to rate tax-exempt closed-end
 management investment companies generally or
(ii)the Board of Trustees has terminated the designation of a Rating Agency
 without complying with the requirements of Section 2.7 and, in the case of
 clause (i) above, such withdrawal is continuing and, in the case of clause (ii)
 above, the VMTP Shares of such Series are not then rated by at least two Rating
 Agencies or the Trust is not then in compliance with the Rating Agency
 Guidelines of such Rating Agencies;

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<PAGE>

<PAGE>
(D)                  a Ratings Event (as defined below) has occurred and is
 continuing with respect to such Series;

(E)                  the Trust or the Internal Revenue Service has made a
 determination that for federal tax purposes such Series of VMTP Shares are not
 equity in a regulated investment company for federal income tax purposes (a
 "Tax Event") and such determination has not been reversed, revoked or
 rescinded;

(F)                  the Trust has failed, on or before the applicable Asset
 Coverage Cure Date, to cure a failure to maintain Asset Coverage as required by
 Section 2.4(a) and such failure to achieve the required Asset Coverage is
 continuing, provided that, to the extent the Trust seeks to achieve the
 required Asset Coverage through the redemption of VMTP Shares and/or of other
 Preferred Shares, compliance with the Asset Coverage requirements of Section
 2.4(a) will not be deemed achieved until the Trust has deposited Deposit
 Securities (in the case of the VMTP Shares) and/or other funds or securities
 (in accordance with the terms of any other Preferred Shares) sufficient to pay
 in same day funds the full redemption price for such VMTP Shares or other
 Preferred Shares (or the portion thereof to be redeemed) in trust with the
 paying agent for such VMTP Shares or other Preferred Shares and the requisite
 notice of redemption for such VMTP Shares or other Preferred Shares (or the
 portion thereof to be redeemed) shall have been given;

(G)                  the Trust has failed, on or before the applicable Effective
 Leverage Ratio Cure Date, to cure a failure to maintain the Effective Leverage
 Ratio as required by Section 2.4(c) and such failure to achieve the required
 Effective Leverage Ratio is continuing, provided that, to the extent the Trust
 seeks to achieve the required Effective Leverage Ratio through the redemption
 of VMTP Shares and/or of other Preferred Shares, compliance with the Effective
 Leverage Ratio requirements of Section 2.4(c) will not be deemed achieved until
 the Trust has issued a notice of redemption for such VMTP Shares and/or other
 Preferred Shares (or the portion thereof to be redeemed) and the Trust has
 delivered sufficient Deposit Securities (in the case of VMTP Shares) or
 sufficient securities or funds (in accordance with the terms of any other
 senior securities) to the Redemption and Paying Agent or other applicable
 paying agent for such senior securities;

(H)                  the Trust has included a Taxable Allocation in a dividend
 but has failed to pay when due the full amount of the corresponding Additional
 Amount Payment pursuant to Section 2.10(a) or Section 2.10(b), as applicable,
 and such failure continues for the entire duration of such Rate Period.
 Notwithstanding the failure of an Increased Rate Period to commence because the
 full amount of an Additional Amount Payment, due pursuant to Section 2.10, is
 made after it is due but before the end of such Rate Period, the Increased Rate
 will be applied for the portion of such Rate Period preceding the actual date
 such Additional Amount Payment is made; or

(I)                  the Trust has failed to declare dividends to the Holders of
 the VMTP Shares of such Series out of funds legally available therefor in
 accordance with Section 2.2(b) and such failure is continuing.

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<PAGE>

<PAGE>
 A "Ratings Event" shall be deemed to exist with respect to any Series of
 VMTP Shares at any time such VMTP Shares have a long-term credit rating from
 at least one-half of the Rating Agencies designated at such time that is
 Below Investment Grade.

 For the avoidance of doubt, no determination by any court or other applicable
 governmental authority that requires the Trust to make an Additional Amount
 Payment in respect of a Taxable Allocation shall be deemed to be a Tax Event
 hereunder.

(ii)               Subject to the cure provisions of Section 2.2(g)(iii), a
 Dividend Default or a Redemption Default on a Series of VMTP Shares shall end
 on the Business Day on which, by 11:00 a.m., New York City time, Deposit
 Securities that will provide an aggregate amount of same-day funds on such date
 equal to all accumulated but unpaid dividends on such Series or the entire
 unpaid Redemption Price on such Series, respectively, shall have been deposited
 irrevocably in trust with the Redemption and Paying Agent.

(iii)              No Increased Rate Period for a Series of VMTP Shares shall be
 deemed to have commenced as a result of any Dividend Default or Redemption
 Default on such Series if (x) such Default is not solely due to the willful
 failure to deposit Deposit Securities by the Trust in a circumstance where such
 Deposit Securities were available to the Trust to be deposited and (y) the
 amount of any dividend or any Redemption Price due in respect of such Series,
 as applicable, is deposited irrevocably in trust, in same-day funds, with the
 Redemption and Paying Agent by 11:00 a.m., New York City time, on a Business
 Day that is not later than three (3) Business Days after the applicable
 Dividend Payment Date or Redemption Date for such Series with respect to which
 such Dividend Default or Redemption Default occurred, together with an amount
 equal to the Increased Rate on such Series based on the period of any such non-
 payment of dividends or Redemption Price in respect of such Series, determined
 as provided in Section 2.2(a).  For the avoidance of doubt, the Increased Rate
 will be applied for the applicable portion of a Rate Period as described in the
 immediately preceding sentence notwithstanding that an Increased Rate Period
 shall be deemed not to have commenced as a result of the Trust satisfying the
 conditions set forth in clauses (x) and (y) above.

2.3    Liquidation Rights.

(a)          The VMTP Shares shall rank on parity with each other, with shares
 of any other Series of VMTP Shares and with shares of any other class or series
 of Preferred Shares as to distribution of assets upon dissolution, liquidation
 or winding up of the affairs of the Trust.

(b)          In the event of any liquidation, dissolution or winding up of the
 affairs of the Trust, whether voluntary or involuntary, the Holders of VMTP
 Shares shall be entitled to receive out of the assets of the Trust available
 for distribution to shareholders, after satisfying claims of creditors
 (including any Holder or Designated Owner in the capacity of a creditor) but
 before any distribution or payment shall be made in respect of the Common
 Shares or on any other class of shares of the Trust ranking junior to VMTP
 Shares upon dissolution, liquidation or winding up, a liquidation distribution
 equal to the Liquidation Preference for such VMTP Shares, plus an amount equal
 to all dividends thereon (whether or not earned or declared) accumulated but
 unpaid to (but excluding) the date of the final distribution in respect of VMTP
 Shares in same-day funds, together with any payments required to be made
 pursuant to Section 2.10 in

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<PAGE>

<PAGE>
 connection with the liquidation of the Trust. After the payment to the Holders
 of VMTP Shares of the full preferential amounts provided for in this
 subparagraph (b), the Holders of VMTP Shares shall have no right or claim to
 any of the remaining assets of the Trust.

(c)          In the event the assets of the Trust available for distribution to
 the Holders of VMTP Shares upon any dissolution, liquidation, or winding up of
 the affairs of the Trust, whether voluntary or involuntary, shall be
 insufficient to pay in full all amounts to which such Holders are entitled
 pursuant to Section 2.3(b) above, no such distribution shall be made on account
 of any shares of any other class or series of Preferred Shares ranking on a
 parity with VMTP Shares with respect to the distribution of assets upon such
 dissolution, liquidation or winding up unless proportionate distributive
 amounts shall be paid on account of the VMTP Shares, ratably, in proportion to
 the full distributable amounts for which holders of all such parity shares are
 respectively entitled upon such liquidation, dissolution or winding up.  In
 connection with any liquidation, dissolution or winding up of the affairs of
 the Trust, whether voluntary or involuntary, unless and until the Liquidation
 Preference on each Outstanding VMTP Share plus accumulated and unpaid dividends
 on such shares as provided in Section 2.3(b) above have been paid in full to
 the Holders of such shares, no dividends, distributions or other payments will
 be made on, and no redemption, purchase or other acquisition by the Trust will
 be made by the Trust in respect of, the Common Shares or any other class of
 shares of the Trust ranking junior to VMTP Shares upon dissolution, liquidation
 or winding up.

(d)          Neither the sale of all or substantially all of the property or
 business of the Trust, nor the merger or consolidation of the Trust into or
 with any other trust, corporation or other entity nor the merger or
 consolidation of any trust, corporation or other entity into or with the Trust
 shall be a dissolution, liquidation or winding up, whether voluntary or
 involuntary, for the purpose of this Section 2.3.

2.4    Coverage & Leverage Tests.

(a)          Asset Coverage Requirement.  For so long as any VMTP Shares of any
 Series are Outstanding, the Trust shall have Asset Coverage of at least 225% as
 of the close of business on each Business Day.  If the Trust shall fail to
 maintain such Asset Coverage as of any time as of which such compliance is
 required to be determined as aforesaid, the provisions of Section 2.5(b)(i)
 shall apply, which provisions to the extent complied with, along with the
 payment of any applicable Increased Rate, shall constitute the sole remedy for
 the Trust's failure to comply with the provisions of this Section 2.4(a).

(b)          Calculation of Asset Coverage.  For purposes of determining whether
 the requirements of Section 2.4(a) are satisfied, (i) no VMTP Shares of any
 Series or other Preferred Shares shall be deemed to be Outstanding for purposes
 of any computation required by Section 2.4(a) if, prior to or concurrently with
 such determination, Deposit Securities (in the case of the VMTP Shares) and/or
 other funds or securities (in accordance with the terms of such other Preferred
 Shares) sufficient to pay in same day funds the full redemption price for such
 Series or other Preferred Shares (or the portion thereof to be redeemed) shall
 have been deposited in trust with the paying agent for such Series or other
 Preferred Shares and the requisite notice of redemption for such Series or
 other Preferred Shares (or the portion thereof to be redeemed) shall have been
 given, and (ii) the Deposit Securities or such other sufficient securities or
 funds that

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<PAGE>
 shall have been so deposited with the applicable paying agent shall not be
 included as assets of the Trust for purposes of such computation.

(c)          Effective Leverage Ratio Requirement. For so long as VMTP Shares of
 any Series are Outstanding, the Effective Leverage Ratio shall not exceed 45%
 (or 46% solely by reason of fluctuations in the market value of the Trust's
 portfolio securities) as of the close of business on any Business Day.  If the
 Effective Leverage Ratio shall exceed the applicable percentage provided in the
 preceding sentence as of any time as of which such compliance is required to be
 determined as aforesaid, the provisions of Section 2.5(b)(ii) shall apply,
 which provisions to the extent complied with, along with the payment of any
 applicable Increased Rate, shall constitute the sole remedy for the Trust's
 failure to comply with the provisions of this Section 2.4(c).

(d)          Calculation of Effective Leverage Ratio. For purposes of
 determining whether the requirements of Section 2.4(c) are satisfied, the
 "Effective Leverage Ratio" on any date as of the time of determination shall
 mean the quotient of:

(i)                The sum of (A) the aggregate liquidation preference of the
 Trust's "senior securities" (as that term is defined in the 1940 Act, giving
 effect to any interpretations thereof by the Securities and Exchange Commission
 or its staff) that are stock for purposes of the 1940 Act, plus any accumulated
 but unpaid dividends thereon, excluding, without duplication,
 (1) any such senior securities for which the Trust has issued a notice of
 redemption and either  has delivered sufficient Deposit Securities (in the
 case of VMTP Shares) or sufficient securities or funds (in accordance with the
 terms of any other such senior securities) to the Redemption and Paying Agent
 or other applicable paying agent for such senior securities or otherwise has
 adequate Deposit Securities (in the case of the VMTP Shares) or sufficient
 securities or funds (in the case of any other such senior securities) on hand
 for the purpose of such redemption and (2) any such senior securities that are
 to be redeemed with net proceeds from the issuance and sale of the VMTP
 Shares, for which the Trust has delivered sufficient Deposit Securities (in
 the case of the VMTP Shares) or sufficient securities or funds (in accordance
 with the terms of such other senior securities) to the Redemption and Paying
 Agent or other applicable paying agent for such senior securities or otherwise
 has adequate Deposit Securities (in the case of the VMTP Shares) or sufficient
 securities or funds (in the case of any other such senior securities) on hand
 for the purpose of such redemption; (B) the aggregate principal amount of the
 Trust's outstanding "senior securities representing indebtedness" (as that
 term is defined in the 1940 Act, giving effect to any interpretations thereof
 by the Securities and Exchange Commission or its staff), plus any accrued but
 unpaid interest thereon; and (C) the aggregate principal amount of floating
 rate trust certificates corresponding to any associated residual floating rate
 trust certificates owned by the Trust (less the aggregate principal amount of
 any such floating rate trust certificates owned by the Trust and corresponding
 to the associated residual floating rate trust certificates owned by the
 Trust); divided by

(ii)               The sum of (A) the Market Value of the Trust's total assets
 (including amounts attributable to senior securities, but excluding any assets
 consisting of Deposit Securities or securities or funds referred to in clauses
 (A)(1) and A(2) of Section 2.4(d)(i) above), less the amount of the Trust's
 accrued liabilities (which accrued liabilities shall include net obligations of
 the Trust under each Derivative Contract in an amount equal to the

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<PAGE>
 Derivative Termination Value thereof payable by the Trust to the related
 counterparty) other than liabilities for the aggregate principal amount of
 the Trust's outstanding "senior securities representing indebtedness" (as
 that term is defined in the 1940 Act, giving effect to any interpretations
 thereof by the Securities and Exchange Commission or its staff) and (B) to
 the extent not included in clause (A) above, the aggregate principal amount
 of floating rate trust certificates corresponding to any associated residual
 floating rate trust certificates owned by the Trust (less the aggregate
 principal amount of any such floating rate trust certificates owned by the
 Trust and corresponding to the associated residual floating rate trust
 certificates owned by the Trust).

2.5    Redemption. Each Series of VMTP Shares shall be subject to redemption by
 the Trust as provided below:

(a)          Term Redemption.  The Trust shall redeem all VMTP Shares of a
 Series on the Term Redemption Date for such Series, out of funds legally
 available therefor under applicable law, at a price per share equal to the
 Liquidation Preference per share of such Series plus an amount equal to all
 unpaid dividends and other distributions on such share of such Series
 accumulated from and including the Date of Original Issue to (but excluding)
 the Term Redemption Date for such Series (whether or not earned or declared by
 the Trust, but without interest thereon, and subject to Section 2.5(d)(vi))
 (the "Term Redemption Price"); provided, however, that the Trust shall have the
 right, exercisable not more than 180 days nor less than 60 days prior to the
 Term Redemption Date, to request that the Holders of 100% of the Outstanding
 VMTP Shares of the Series extend the term of the Term Redemption Date for such
 Series by an additional 364-day period (the "Term Extension Request"), which
 request may be conditioned upon terms and conditions that are different from
 the terms and conditions herein. Each Holder of such Series of VMTP Shares
 shall, no later than 30 days after receiving such request, notify the Trust and
 the Redemption and Paying Agent of its acceptance or rejection of such request,
 which acceptance by any such Holder may be conditioned upon terms and
 conditions which are different from the terms and conditions herein or the
 terms and conditions proposed by the Trust in making an extension request (a
 "Conditional Acceptance").  If any Holder of such Series of VMTP Shares fails
 to notify the Trust and the Redemption and Paying Agent of its acceptance or
 rejection of the Trust's request for extension within such 30-day period, such
 failure to respond shall constitute a rejection of such request.  If any Holder
 of the Outstanding VMTP Shares of a Series provides a Conditional Acceptance,
 then the Trust shall have 30 days thereafter to notify such Holder and each
 other Holder of such Series of VMTP Shares of its acceptance or rejection of
 the terms and conditions specified in the Conditional Acceptance. The Trust's
 failure to notify the Holders of such Series of VMTP Shares within such 30-day
 period will be deemed a rejection of the terms and conditions specified in the
 Conditional Acceptance.  Each Holder of VMTP Shares of a relevant Series may
 grant or deny any request for an extension of the Term Redemption Date in its
 sole and absolute discretion.

(b)          Asset Coverage and Effective Leverage Ratio Mandatory Redemption.

(i)                Asset Coverage Mandatory  Redemption.  (A) If the Trust fails
 to comply with the Asset Coverage requirement as provided  in Section 2.4(a) as
 of  any  time  as  of  which  such  compliance is required to be determined  in
 accordance with Section 2.4(a) and such  failure  is  not cured as of the Asset
 Coverage Cure Date other than as a result of the redemption

<40><41>
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<PAGE>
 required by this Section 2.5(b)(i), the Trust shall, to the extent permitted
 by the 1940 Act and Massachusetts law, by the close of business on the
 Business Day next following such Asset Coverage Cure Date, cause a notice of
 redemption to be issued, and cause to be deposited Deposit Securities (in the
 case of the VMTP Shares) or sufficient securities or funds (in the case of
 any other Preferred Shares) in trust with the Redemption and Paying Agent or
 other applicable paying agent, in each case in accordance with the terms of
 the Preferred Shares to be redeemed, for the redemption of a sufficient
 number of Preferred Shares, which, to the extent permitted by the 1940 Act
 and Massachusetts law, enable the Trust to meet the requirements of Section
 2.5(b)(i)(B).  The Trust shall allocate such redemption on a pro rata basis
 among different series of Preferred Shares (including the shares of each
 Series of VMTP Shares) based upon the proportion the aggregate liquidation
 preference of the outstanding Preferred Shares of any series bears to the
 aggregate liquidation preference of all outstanding series of Preferred
 Shares (a "Pro Rata Allocation").  In the event that any VMTP Shares of a
 Series then Outstanding are to be redeemed pursuant to this Section
 2.5(b)(i), the Trust shall redeem such shares, out of funds legally available
 therefor under applicable law, at a price per share equal to the Liquidation
 Preference per share of such Series plus an amount equal to all unpaid
 dividends and other distributions on such share of such Series accumulated
 from and including the Date of Original Issue to (but excluding) the date
 fixed for such redemption by the Board of Trustees (whether or not earned or
 declared by the Trust, but without interest thereon, and subject to Section
 2.5(d)(vi)) (the "Mandatory Redemption Price").

                         (B)  On the Redemption Date for a redemption
 contemplated by Section 2.5(b)(i)(A), the Trust shall redeem at the Mandatory
 Redemption Price per share, out of funds legally available therefor under
 applicable law, such number of Preferred Shares (based upon a number and
 proportion of each series of Preferred Shares as shall be necessary to effect a
 Pro Rata Allocation) as shall be equal to the lesser of (x) the minimum number
 of Preferred Shares, the redemption of which, if deemed to have occurred
 immediately prior to the opening of business on the Asset Coverage Cure Date,
 would result in the Trust having Asset Coverage on such Asset Coverage Cure
 Date of at least 225% (provided, however, that if there is no such minimum
 number of VMTP Shares and other Preferred Shares the redemption or retirement
 of which would have such result, all VMTP Shares and other Preferred Shares
 then outstanding shall be redeemed), and (y) the maximum number of Preferred
 Shares that can be redeemed out of funds expected to be legally available
 therefor in accordance with the Declaration and applicable law.  The Trust
 shall effect such redemption on the date fixed by the Board of Trustees
 therefor, which date shall not be later than thirty (30) calendar days after
 such Asset Coverage Cure Date, except that if the Trust does not have funds
 legally available for the redemption of all of the required number of VMTP
 Shares and other Preferred Shares which have been designated to be redeemed or
 the Trust otherwise is unable to effect such redemption on or prior to thirty
 (30) calendar days after such Asset Coverage Cure Date, the Trust shall (i)
 redeem those VMTP Shares and other Preferred Shares which it is able to redeem
 (based upon a number and proportion of each series of Preferred Shares as shall
 be necessary to effect a Pro Rata Allocation) and (ii) redeem those VMTP Shares
 and other Preferred Shares which it was unable to redeem on the earliest
 practicable date following such thirty (30) calendar day period on which it is
 able to effect such redemption (based upon a number and proportion of each
 series of Preferred Shares as shall be necessary to effect a Pro Rata
 Allocation).  If fewer than all of the Outstanding VMTP Shares of a Series are
 to be redeemed pursuant to this Section 2.5(b)(i), the number of VMTP Shares of
 such Series to be redeemed shall be redeemed (A) pro rata among

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<PAGE>
 the Outstanding shares of such Series, (B) by lot or (C) in such other manner
 as the Board of Trustees may determine to be fair and equitable.

(ii)               Effective Leverage Ratio Mandatory Redemption.  (A)  If (x)
 the Trust fails to comply with the Effective Leverage Ratio requirement as
 provided in Section  2.4(c) as of any time as of which such compliance is
 required to be determined in accordance with Section 2.4(c), (y) with respect
 to the Initial Series, the Trust fails to comply with the Effective Leverage
 Ratio requirement determined as set forth in Section 6.12 of the Purchase
 Agreement applicable to such Series if such requirement shall still be in
 effect in accordance with the terms of such Purchase Agreement, or (z) with
 respect to any other Series of VMTP Shares issued pursuant to this Statement,
 the Trust fails to comply with any additional requirements relating to the
 determination of the Effective Leverage Ratio requirement determined pursuant
 to the Purchase Agreement or Appendix applicable to such Series and, in any
 such case, such failure is not cured as of the close of business on the date
 that is seven Business Days following the Business Day on which such non-
 compliance is first determined (the "Effective Leverage Ratio Cure Date") other
 than as a result of the redemption or other actions required by this Section
 2.5(b)(ii), the Trust shall not later than the close of business on the
 Business Day next following the Effective Leverage Ratio Cure Date cause the
 Effective Leverage Ratio (determined in accordance with the requirements
 applicable to the determination of the Effective Leverage Ratio under this
 Statement and under the related Appendix and Purchase Agreement or other
 purchase agreement for any applicable Series of VMTP Shares in respect of which
 the Effective Leverage Ratio is being determined) to not exceed the Effective
 Leverage Ratio required under Section 2.4(c) (without giving effect to the
 parenthetical provision in the first sentence of Section 2.4(c)) as so
 determined, by (x) engaging in transactions involving or relating to any
 floating rate trust certificates not owned by the Trust and/or any
 residual floating rate trust certificates owned by the Trust, including the
 purchase, sale or retirement thereof, (y) to the extent permitted by the 1940
 Act and Massachusetts law, causing a notice of redemption to be issued fixing a
 redemption date, and causing to be deposited sufficient Deposit Securities (in
 the case of the VMTP Shares) or sufficient securities or funds (in the case of
 any other Preferred Shares) in trust with the Redemption and Paying Agent or
 other applicable paying agent, in each case in accordance with the terms of the
 Preferred Shares to be redeemed, for the redemption of a sufficient number of
 Preferred Shares, based upon a number and proportion of each series of
 Preferred Shares as shall be necessary to effect a Pro Rata Allocation, or (z)
 engaging in any combination, in the Trust's discretion, of the actions
 contemplated by clauses (x) and (y) of this sentence of Section 2.5(b)(ii)(A).
 In the event that any VMTP Shares of a Series are to be redeemed pursuant to
 clause (y) of the preceding sentence of this Section 2.5(b)(ii)(A), the Trust
 shall redeem such VMTP Shares at a price per          VMTP Share equal to the
 Mandatory Redemption Price.

                         (B)  On the Redemption Date selected by the Trust for a
 redemption contemplated by clause (y) of the third to last sentence of Section
 2.5(b)(ii)(A), which date shall not be later than thirty (30) calendar days
 after such Effective Leverage Ratio Cure Date, the Trust shall not redeem more
 than the maximum number of Preferred Shares that can be redeemed out of funds
 expected to be legally available therefor in accordance with the Declaration
 and applicable law.  If the Trust is unable to redeem the required number of
 VMTP Shares and other Preferred Shares which have been designated to be
 redeemed in accordance with clause (y) of the third to last sentence of Section
 2.5(b)(ii)(A) due to the unavailability of

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<PAGE>
 legally available funds on the applicable Redemption Date, the Trust shall
 (i) redeem those VMTP Shares and other Preferred Shares which it is able to
 redeem (based upon a number and proportion of each series of Preferred Shares
 as shall be necessary to effect a Pro Rata Allocation) and (ii) redeem those
 VMTP Shares and other Preferred Shares which it was unable to redeem on the
 earliest practicable date following such Redemption Date on which it is able
 to effect such redemption (based upon a number and proportion of each series
 of Preferred Shares as shall be necessary to effect a Pro Rata Allocation).
 If fewer than all of the Outstanding VMTP Shares of a Series are to be
 redeemed pursuant to clause (y) of the third to last sentence of Section
 2.5(b)(ii)(A) , the number of VMTP Shares of such Series to be redeemed shall
 be redeemed (A) pro rata among the Outstanding shares of such Series, (B) by
 lot or (C) in such other manner as the Board of Trustees may determine to be
 fair and equitable.

(c)               Optional Redemption.

(i)                Subject to the provisions of Section 2.5(c)(ii) and Section
 2.5(c)(iii), the Trust may, solely for purposes of decreasing the leverage of
 the Trust (except as specified in Section 2.5(c)(iv)), at its option on any
 Business Day (an "Optional Redemption Date") redeem in whole or from time to
 time in part the Outstanding VMTP Shares of any Series, out of funds legally
 available therefor under applicable law, at a redemption price per VMTP Share
 (the "Optional Redemption Price") equal to (x) the Liquidation Preference per
 VMTP Share of such Series plus (y) an amount equal to all unpaid dividends and
 other distributions on such VMTP Share of such Series accumulated from and
 including the Date of Original Issue to (but excluding) the Optional Redemption
 Date (whether or not earned or declared by the Trust, but without interest
 thereon, and subject to Section 2.5(d)(vi)).

(ii)               If fewer than all of the outstanding VMTP Shares of a Series
 are to be redeemed pursuant to Section 2.5(c)(i), the shares of such Series to
 be redeemed shall be selected either (A) pro rata among the Holders of such
 Series, (B) by lot or (C) in such other manner as the Board of Trustees may
 determine to be fair and equitable.  Subject to the provisions of this
 Statement and applicable law, the Board of Trustees will have the full power
 and authority to prescribe the terms and conditions upon which VMTP Shares will
 be redeemed pursuant to this Section 2.5(c) from time to time.

(iii)              The Trust may not on any date deliver a Notice of Redemption
 pursuant to Section 2.5(d) in respect of a redemption contemplated to be
 effected pursuant to this Section 2.5(c) unless on such date the Trust has
 available Deposit Securities having a Market Value not less than the amount
 that will be due to Holders of VMTP Shares by reason of the redemption of such
 VMTP Shares on the Optional Redemption Date contemplated by such Notice of
 Redemption.  Subject to Section 2.5(c)(iv), the Trust may not use proceeds from
 the issuance of senior securities (as the term is defined under the 1940 Act,
 giving effect to any interpretations thereof by the Securities and Exchange
 Commission or its staff) in order to effect a redemption of VMTP Shares
 pursuant to Section 2.5(c)(i).

(iv)               Notwithstanding the foregoing, solely during the period of
 180 days immediately preceding the Term Redemption Date for VMTP Shares of a
 Series, the Trust may effect a redemption of all Outstanding VMTP Shares of
 such Series pursuant to Section

<46><47>
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<PAGE>
 2.5(c)(i) not for purposes of decreasing the leverage of the Trust and may
 use the proceeds from the issuance of senior securities in order to effect
 such redemption.

(d)          Procedures for Redemption.

(i)                If the Trust shall elect or be required to redeem, in whole
 or in part, VMTP Shares of a Series pursuant to Section 2.5(a), (b) or (c), the
 Trust shall deliver a notice of redemption (the "Notice of Redemption"), by
 overnight delivery, by first class mail, postage prepaid or by Electronic Means
 to Holders thereof, or request the Redemption and Paying Agent, on behalf of
 the Trust, to promptly do so by overnight delivery, by first class mail,
 postage prepaid or by Electronic Means.  A Notice of Redemption shall be
 provided not more than forty- five (45) calendar days and not less than fifteen
 (15) calendar days (or such shorter or longer notice period as specified in or
 as required to comply with Section 2.5(b)(i) and Section 2.5(b)(ii) or as may
 be consented to by all of the Holders) prior to the date, which shall be a
 Business Day, fixed for redemption in such Notice of Redemption (the
 "Redemption Date"). Each such Notice of Redemption shall state: (A) the
 Redemption Date; (B) the Series and number of VMTP Shares to be redeemed; (C)
 the CUSIP number for VMTP Shares of such Series; (D) the applicable Redemption
 Price on a per share basis; (E) if applicable, the place or places where the
 security certificate(s) for such shares (properly endorsed or assigned for
 transfer, if the Board of Trustees requires and the Notice of Redemption
 states) are to be surrendered for payment of the Redemption Price; (F) that,
 except as expressly provided in this Statement, dividends on the VMTP Shares to
 be redeemed will cease to accumulate from and after such Redemption Date; and
 (G) the provisions of this Statement under which such redemption is made.  If
 fewer than all VMTP Shares held by any Holder are to be redeemed, the Notice of
 Redemption delivered to such Holder shall also specify the number of VMTP
 Shares to be redeemed from such Holder and, if applicable, the method of
 determining such number. The Trust may provide in any  Notice of Redemption
 relating to an optional redemption contemplated to be effected pursuant to this
 Statement that such redemption is subject to one or more conditions precedent
 not otherwise expressly set forth herein and that the Trust shall not be
 required to effect such redemption unless each such condition has been
 satisfied at the time or times and in the manner specified in such Notice of
 Redemption.  No defect in the Notice of Redemption or delivery thereof shall
 affect  the validity of redemption proceedings, except as required by
 applicable law.

(ii)               If the Trust shall give a Notice of Redemption, then at any
 time from and after the giving of such Notice of Redemption and prior to 11:00
 a.m., New York City time, on the Redemption Date (so long as any conditions
 precedent to such redemption have been met or waived by the Trust), the Trust
 shall (A) deposit with the Redemption and Paying Agent Deposit Securities
 having an aggregate Market Value on the date thereof no less than the
 Redemption Price of the VMTP Shares to be redeemed on the Redemption Date and
 (B) give the Redemption and Paying Agent irrevocable instructions and authority
 to pay the applicable Redemption Price to the Holders of the VMTP Shares called
 for redemption on the Redemption Date. The Trust may direct the Redemption and
 Paying Agent with respect to the investment of any Deposit Securities
 consisting of cash so deposited prior to the Redemption Date, provided that the
 proceeds of any such investment shall be available at the opening of business
 on the Redemption Date as same day funds.  Notwithstanding the provisions of
 the preceding sentence, if the Redemption Date is the Term Redemption Date,
 then such deposit of Deposit Securities (which may come in whole or in part
 from the Term Redemption Liquidity Account) shall be

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 made no later than the 15th calendar day (or if such day is not a Business
 Day, the next succeeding Business Day) of the month prior to the month in
 which the Term Redemption Date occurs.

(iii)              Upon the date of the deposit of such Deposit Securities, all
 rights of the Holders of the VMTP Shares so called for redemption shall cease
 and terminate except the right of the Holders thereof to receive the Redemption
 Price thereof and such VMTP Shares shall no longer be deemed Outstanding for
 any purpose whatsoever (other than (A) the transfer thereof prior to the
 applicable Redemption Date and (B) the accumulation of dividends thereon in
 accordance with the terms hereof, including Section 2.5(d)(vi), up to (but
 excluding) the applicable date of redemption of such VMTP Shares, which
 accumulated dividends shall be payable only as part of the applicable
 Redemption Price on the date of redemption of such VMTP Shares).  The Trust
 shall be entitled to receive, promptly after the date of redemption of any VMTP
 Shares called for redemption on a Redemption Date, any Deposit Securities in
 excess of the aggregate Redemption Price of such VMTP Shares. Any Deposit
 Securities so deposited that are unclaimed at the end of three hundred sixty-
 five (365) calendar days from the date of redemption of any VMTP Shares called
 for redemption on a Redemption Date shall, to the extent permitted by law, be
 repaid to the Trust, after which the Holders of the VMTP Shares so called for
 redemption shall look only to the Trust for payment of the Redemption Price
 thereof. The Trust shall be entitled to receive, from time to time after the
 date of redemption of any VMTP Shares called for redemption on a Redemption
 Date, any interest on the Deposit Securities so deposited.

(iv)               Notwithstanding the other provisions of this Section 2.5,
 except as otherwise required by law, the Trust shall not redeem any VMTP Shares
 or other series of Preferred Shares ranking on a parity with the VMTP Shares
 with respect to dividends and other distributions unless all accumulated and
 unpaid dividends and other distributions on all Outstanding VMTP Shares and
 such other series of Preferred Shares for all applicable past dividend periods
 (whether or not earned or declared by the Trust) (x) shall have been or are
 contemporaneously paid or (y) shall have been or are contemporaneously declared
 and sufficient Deposit Securities (in the case of the VMTP Shares) or
 sufficient securities or funds (in accordance with the terms of such other
 Preferred Shares) for the payment of such dividends and other distributions
 shall have been or are contemporaneously deposited with the Redemption and
 Paying Agent or other applicable paying agent for such VMTP Shares or other
 Preferred Shares in accordance with the terms of the VMTP Shares or other
 Preferred Shares, provided, however, that the foregoing shall not prevent the
 purchase or acquisition by the Trust of Outstanding VMTP Shares pursuant to an
 otherwise lawful purchase or exchange offer made on the same terms to Holders
 of all Outstanding VMTP Shares and/or any such other series of Preferred Shares
 for which all accumulated and unpaid dividends and other distributions have not
 been paid.

(v)                To the extent that any redemption for which Notice of
 Redemption has been provided is not made by reason of the absence of legally
 available funds therefor in accordance with the Declaration, this Statement,
 and applicable law, such redemption shall be made as soon as practicable to the
 extent such funds become available.  In the case of any redemption of VMTP
 Shares pursuant to Section 2.5(c), no Redemption Default shall be deemed to
 have occurred if the Trust shall fail to deposit in trust with the Redemption
 and Paying Agent

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<PAGE>
 the Redemption Price with respect to any such VMTP shares where (1) the Notice
 of Redemption relating to such redemption provided that such redemption was
 subject to one or more conditions precedent and (2) any such condition
 precedent shall not have been satisfied at the time or times and in the manner
 specified in such Notice of Redemption.

(vi)               Notwithstanding anything to the contrary herein or in any
 Notice of Redemption, if the Trust shall not have redeemed on the applicable
 Redemption Date VMTP Shares for which a Notice of Redemption has been provided,
 the Holder of such VMTP Shares shall continue to be entitled to receive
 dividends on such VMTP Shares at the Dividend Rate, for the period from, and
 including, such Redemption Date through, but excluding, the date on which such
 VMTP Shares are actually redeemed and such dividends, to the extent
 accumulated, but unpaid, during such period (whether or not earned or declared,
 but without interest thereon), shall be included in the Redemption Price for
 such VMTP Shares.

(e)          Redemption and Paying Agent as Trustee of Redemption Payments by
 Trust. All Deposit Securities transferred to the Redemption and Paying Agent
 for payment of the Redemption Price of VMTP Shares called for redemption shall
 be held in trust by the Redemption and Paying Agent for the benefit of Holders
 of VMTP Shares so to be redeemed until paid to such Holders in accordance with
 the terms hereof or returned to the Trust in accordance with the provisions of
 Section 2.5(d)(iii) above.

(f)          Compliance With Applicable Law.  In effecting any redemption
 pursuant to this Section 2.5, the Trust shall use its best efforts to comply
 with all applicable conditions precedent to effecting such redemption under the
 1940 Act and any applicable Massachusetts law, but shall effect no redemption
 except in accordance with the 1940 Act and any applicable Massachusetts law.

(g)          Modification of Redemption Procedures. Notwithstanding the
 foregoing provisions of this Section 2.5, the Trust may, in its sole discretion
 and without a shareholder vote, modify the procedures set forth above with
 respect to notification of redemption for the VMTP Shares (other than the 15-
 day period for delivery of a Notice of Redemption), provided that such
 modification does not materially and adversely affect the Holders of the VMTP
 Shares or cause the Trust to violate any applicable law, rule or regulation;
 and provided further that no such modification shall in any way alter the
 rights or obligations of the Redemption and Paying Agent without its prior
 consent.

2.6    Voting Rights.

(a)          One Vote Per VMTP Share. Except as otherwise provided in the
 Declaration, this Statement, or as otherwise required by applicable law, (i)
 each Holder of VMTP Shares shall be entitled to one vote for each VMTP Share
 held by such Holder on each matter submitted to a vote of all shareholders of
 the Trust, and (ii) the holders of outstanding Preferred Shares, including VMTP
 Shares, and Common Shares shall vote together as a single class; provided,
 however, that the Holders of outstanding Preferred Shares, including VMTP
 Shares, shall be entitled, as a class, to the exclusion of the Holders of all
 other securities and classes of shares of beneficial interest of the Trust, to
 elect two trustees of the Trust, each Preferred Share, including VMTP Shares,
 entitling the Holder thereof to one vote for each Preferred Share in

<52><53>
<PAGE>

<PAGE>
 respect to the election of either such trustee. Subject to Section 2.6(b), the
 Holders of outstanding Common Shares and Preferred Shares, including VMTP
 Shares, voting together as a single class, shall elect the balance of the
 trustees.

(b)          Voting For Additional Trustees.

(i)                Voting Period. During any period in which any one or more of
 the conditions described in clauses (A) or (B) of this Section 2.6(b)(i) shall
 exist (such period being referred to herein as a "Voting Period"), the number
 of trustees constituting the Board of Trustees shall be automatically increased
 by the smallest number that, when added to the two trustees elected exclusively
 by the Holders of Preferred Shares, including VMTP Shares, would constitute a
 majority of the Board of Trustees as so increased by such smallest number; and
 the Holders of Preferred Shares, including VMTP Shares, shall be entitled,
 voting as a class on a one-vote-per-share basis (to the exclusion of the
 Holders of all other securities and classes of shares of beneficial interest of
 the Trust), to elect such smallest number of additional trustees, together with
 the two trustees that such Holders are in any event entitled to elect. A Voting
 Period shall commence:

(A)                  if, at the close of business on any applicable dividend
 payment date, accumulated dividends (whether or not earned or declared) on any
 outstanding Preferred Share, including VMTP Shares, equal to at least two (2)
 full years' dividends shall be due and unpaid and sufficient cash or specified
 securities shall not have been deposited with the Redemption and Paying Agent
 or other applicable paying agent for the payment of such accumulated dividends;
 or

(B)                  if at any time Holders of Preferred Shares are otherwise
 entitled under the 1940 Act to elect a majority of the Board of Trustees.

       A Voting Period shall terminate upon all of such conditions ceasing to
 exist.  Upon the termination of a Voting Period, the voting rights described in
 this Section 2.6(b)(i) shall cease, subject always, however, to the revesting
 of such voting rights in the Holders of Preferred Shares upon the further
 occurrence of any of the events described in this Section 2.6(b)(i).

(ii)               Notice of Special Meeting. As soon as practicable after the
 accrual of any right of the Holders of Preferred Shares to elect additional
 trustees as described in Section 2.6(b)(i), the Trust shall call a special
 meeting of such Holders and notify the Redemption and Paying Agent and/or such
 other Person as is specified in the terms of such Preferred Shares to receive
 notice (i) by mailing or delivery by Electronic Means or (ii) by delivering in
 such other manner and by such other means as are specified in the terms of such
 Preferred Shares a notice of such special meeting to such Holders, such meeting
 to be held not less than ten (10) nor more than twenty (20) days after the date
 of the delivery by Electronic Means or mailing of such notice or the delivery
 of such notice by such other manner or means as are described in clause
(ii)above.  If the Trust fails to call such a special meeting, it may be called
 at the expense of the Trust by any such Holder on like notice. The record date
 for determining the Holders of Preferred Shares entitled to notice of and to
 vote at such special meeting shall be the close of business on the fifth (5th)
 Business Day preceding the day on which such notice is mailed.  At any such
 special meeting and at each meeting of Holders of Preferred Shares held during
 a

<54><55>
<PAGE>

<PAGE>
 Voting Period at which trustees are to be elected, such Holders, voting
 together as a class (to the exclusion of the Holders of all other securities
 and classes of shares of beneficial interest of the Trust), shall be entitled
 to elect the number of trustees prescribed in Section 2.6(b)(i) on a one-
 vote-per-share basis.

(iii)              Terms of Office of Existing Trustees. The terms of office of
 the incumbent trustees of the Trust at the time of a special meeting of Holders
 of Preferred Shares to elect additional trustees in accordance with Section
 2.6(b)(i) shall not be affected by the election at such meeting by the Holders
 of VMTP Shares and such other holders of Preferred Shares of the number of
 trustees that they are entitled to elect, and the trustees so elected by the
 Holders of VMTP Shares and such other holders of Preferred Shares, together
 with the two (2) trustees elected by the Holders of Preferred Shares in
 accordance with Section 2.6(a) hereof and the remaining trustees elected by the
 Holders of the Common Shares and Preferred Shares, shall constitute the duly
 elected trustees of the Trust.

(iv)               Terms of Office of Certain Trustees to Terminate Upon
 Termination of Voting Period. Simultaneously with the termination of a Voting
 Period, the terms of office of the additional trustees elected by the Holders
 of the Preferred Shares pursuant to Section 2.6(b)(i) shall terminate, the
 remaining trustees shall constitute the trustees of the Trust and the voting
 rights of the Holders of Preferred Shares to elect additional trustees pursuant
 to Section 2.6(b)(i) shall cease, subject to the provisions of the last
 sentence of Section 2.6(b)(i).

(c)          Holders of VMTP Shares to Vote on Certain Matters.

                   (i)   Certain Amendments Requiring Approval of VMTP Shares.
 Except as otherwise permitted by the terms of this Statement, so long as any
 VMTP Shares are Outstanding, the Trust shall not, without the affirmative vote
 or consent of the Holders of at least a majority of the VMTP Shares of all
 Series Outstanding at the time, voting together as a separate class, amend,
 alter or repeal the provisions of the Declaration, or this Statement, whether
 by merger, consolidation or otherwise, so as to materially and adversely affect
 any preference, right or power of such VMTP Shares or the Holders thereof;
 provided, however, that
(i)a change in the capitalization of the Trust in accordance with Section 2.8
 hereof shall not be considered to materially and adversely affect the rights
 and preferences of the VMTP Shares, and
(ii)a division of a VMTP Share shall be deemed to materially and adversely
 affect such preferences, rights or powers only if the terms of such division
 materially and adversely affect the Holders of the VMTP Shares. For purposes of
 the foregoing, no matter shall be deemed to materially and adversely affect any
 preference, right or power of a VMTP Share of any Series or the Holder thereof
 unless such matter (i) alters or abolishes any preferential right or power of
 such VMTP Share or (ii) creates, alters or abolishes any right in respect of
 redemption of such VMTP Share (other than solely as a result of a division of a
 VMTP Share).  So long as any VMTP Shares are Outstanding, the Trust shall not,
 without the affirmative vote or consent of the Holders of at least 66 2/3% of
 the VMTP Shares Outstanding at the time, voting as a separate class, file a
 voluntary application for relief under Federal bankruptcy law or any similar
 application under state law for so long as the Trust is solvent and does not
 foresee becoming insolvent.

<56><57>
<PAGE>

<PAGE>
(ii)               1940 Act Matters. Unless a higher percentage is provided for
 in the Declaration, the affirmative vote of the Holders of at least "a majority
 of the outstanding Preferred Shares," including all VMTP Shares Outstanding at
 the time, voting as a separate class, shall be required (A) to approve any
 conversion of the Trust from a closed-end to an open-end investment company,
 (B) to approve any plan of reorganization (as such term is used in the 1940
 Act) adversely affecting such shares, or (C) to approve any other action
 requiring a vote of security holders of the Trust under Section 13(a) of the
 1940 Act.  For purposes of the foregoing, the vote of a "majority of the
 outstanding Preferred Shares" means the vote at an annual or special meeting
 duly called of (i) sixty-seven percent (67%) or more of such shares present at
 a meeting, if the Holders of more than fifty percent (50%) of such shares are
 present or represented by proxy at such meeting or (ii) more than fifty percent
 (50%) of such shares, whichever is less.

(iii)              Certain Amendments Requiring Approval of Specific Series of
 VMTP Shares.  Except as otherwise permitted by the terms of this Statement, so
 long as any VMTP Shares of a Series are Outstanding, the Trust shall not,
 without the affirmative vote or consent of the Holders of at least a majority
 of the VMTP Shares of such Series Outstanding at the time, voting as a separate
 class, amend, alter or repeal the provisions of the Appendix relating to such
 Series, whether by merger, consolidation or otherwise, so as to materially and
 adversely affect any preference, right or power of the VMTP Shares of such
 Series or the Holders thereof set forth in such Appendix; provided, however,
 that (i) a change in the capitalization of the Trust in accordance with Section
 2.8 hereof shall not be considered to materially and adversely affect the
 rights and preferences of the VMTP Shares of such Series, and (ii) a division
 of a VMTP Share shall be deemed to affect such preferences, rights or powers
 only if the terms of such division materially and adversely affect the Holders
 of the VMTP Shares of such Series; and provided, further, that no amendment,
 alteration or repeal of (x) the obligation of the Trust to (i) pay the Term
 Redemption Price on the Term Redemption Date for a Series or (ii) accumulate
 dividends at the Dividend Rate (as set forth in this Statement and the
 applicable Appendix hereto) or adjust the basis for calculating the Dividend
 Rate (including converting the rate to a fixed rate, changing the Index Rate or
 changing the Applicable Spread) or (y) the provisions of the Appendix setting
 forth the Term Redemption Date or the Liquidation Preference for the VMTP
 Shares, in each case, for a Series, or the provisions of this Statement
 relating to the extension of the Term Redemption Date of a Series, shall be
 effected without, in each case, the prior unanimous vote or written consent of
 the Holders of such Series of VMTP Shares. For purposes of the foregoing, no
 matter shall be deemed to adversely affect any preference, right or power of a
 VMTP Share of a Series or the Holder thereof unless such matter (i) alters or
 abolishes any preferential right or power of such VMTP Share, or (ii) creates,
 alters or abolishes any right in respect of redemption of such VMTP Share.

(d)          Voting Rights Set Forth Herein Are Sole Voting Rights. Unless
 otherwise required by law, the Declaration or this Statement, the Holders of
 VMTP Shares shall not have any relative rights or preferences or other special
 rights with respect to voting such VMTP Shares other than those specifically
 set forth in this Section 2.6; provided, however, that nothing in this
 Statement or the Declaration shall be deemed to preclude or limit the right of
 the Fund (to the extent permitted by applicable law) to contractually agree
 with any Holder or Designated Owner of VMTP Shares of any Series that any
 action or inaction by the Trust shall require the consent or approval of such
 Holder or Designated Owner.

<58><59>
<PAGE>

<PAGE>
(e)          No Preemptive Rights or Cumulative Voting. The Holders of VMTP
 Shares shall have no preemptive rights or rights to cumulative voting.

(f)          Voting for Trustees Sole Remedy for Trust's Failure to Declare or
 Pay Dividends. In the event that the Trust fails to declare or pay any
 dividends on any Series of VMTP Shares on the Dividend Payment Date therefor,
 the exclusive remedy of the Holders of the VMTP Shares shall be the right to
 vote for trustees pursuant to the provisions of this Section
 2.6. Nothing in this Section 2.6(f) shall be deemed to affect the obligation
 of the Trust to accumulate and, if permitted by applicable law, the
 Declaration and this Statement, pay dividends at the Increased Rate in the
 circumstances contemplated by Section 2.2(g) hereof.

(g)          Holders Entitled to Vote. For purposes of determining any rights of
 the Holders of VMTP Shares to vote on any matter, whether such right is created
 by this Statement, by the Declaration, by statute or otherwise, no Holder of
 VMTP Shares shall be entitled to vote any VMTP Share and no VMTP Share shall be
 deemed to be Outstanding for the purpose of voting or determining the number of
 shares required to constitute a quorum if, prior to or concurrently with the
 time of determination of shares entitled to vote or shares deemed outstanding
 for quorum purposes, as the case may be, the requisite Notice of Redemption
 with respect to such VMTP Share shall have been given in accordance with this
 Statement and Deposit Securities for the payment of the Redemption Price of
 such VMTP Share shall have been deposited in trust with the Redemption and
 Paying Agent for that purpose.  No VMTP Share held (legally or beneficially) or
 controlled by the Trust shall have any voting rights or be deemed to be
 Outstanding for voting or for calculating the voting percentage required on any
 other matter or other purposes.

(h)          Grant of Irrevocable Proxy.  To the fullest extent permitted by
 applicable law, each Holder and Designated Owner may in its discretion grant an
 irrevocable proxy with respect to the VMTP Shares.

2.7    Rating Agencies.

       The Trust shall use commercially reasonable efforts to cause at least two
 Rating Agencies to issue long-term credit ratings with respect to each Series
 of VMTP Shares for so long as such Series is Outstanding.  The Trust shall use
 commercially reasonable efforts to comply with any applicable Rating Agency
 Guidelines.  If a Rating Agency shall cease to rate the securities of
 tax-exempt closed-end management investment companies generally, the Board of
 Trustees shall terminate the designation of such Rating Agency as a Rating
 Agency hereunder. The Board of Trustees may elect to terminate the designation
 of any Rating Agency as a Rating Agency hereunder with respect to a Series of
 VMTP Shares so long as either (x) immediately following such termination,
 there would be at least two Rating Agencies with respect to such Series or (y)
 it replaces the terminated Rating Agency with another NRSRO and provides
 notice thereof to the Holders of such Series; provided that such replacement
 shall not occur unless such NRSRO shall have at the time of such replacement
 (i) published a rating for the VMTP Shares of such Series and (ii) entered
 into an agreement with the Trust to continue to publish such rating subject to
 such NRSRO's customary conditions. The Board of Trustees may also elect to
 designate one or more other NRSROs as Other Rating Agencies hereunder with
 respect to a Series of VMTP Shares by notice to the Holders of the VMTP
 Shares.  The Rating Agency Guidelines of any

<60><61>
<PAGE>

<PAGE>
 Rating Agency may be amended by such Rating Agency without  the  vote, consent
 or  approval  of  the  Trust, the Board of Trustees or any Holder of Preferred
 Shares, including any VMTP Shares, or Common Shares.

2.8    Issuance of Additional Preferred Shares.

       So long as any VMTP Shares are Outstanding, the Trust may, without the
 vote or consent of the Holders thereof, authorize, establish and create and
 issue and sell shares of one or more series of a class of senior securities of
 the Trust representing stock under Section 18 of the 1940 Act (including,
 without limitation, Preferred Shares) ranking on a parity with VMTP Shares as
 to the payment of dividends and the distribution of assets upon dissolution,
 liquidation or the winding up of the affairs of the Trust, in addition to then
 Outstanding Series of VMTP Shares, and authorize, issue and sell additional
 shares of any such series of a class of senior securities (including any
 Preferred Shares) then outstanding or so established and created, including
 additional Series of VMTP Shares, in each case in accordance with applicable
 law, provided that the Trust shall, immediately after giving effect to the
 issuance of senior securities representing stock and to its receipt and
 application of the proceeds thereof, including to the redemption of senior
 securities representing stock with such proceeds, have Asset Coverage
 (calculated in the same manner as is contemplated by Section 2.4(b) hereof) of
 at least 225%.

2.9    Status of Redeemed or Repurchased VMTP Shares.

       VMTP Shares that at any time have been redeemed or purchased by the Trust
 shall, after such redemption or purchase, have the status of authorized but
 unissued Preferred Shares.

2.10   Distributions with Respect to Taxable Allocations. Subject to Section
 2.2(a), Holders of VMTP Shares shall be entitled to receive, when, as and if
 declared by the Board of Trustees, out of funds legally available therefor in
 accordance with applicable law, the Declaration and this Statement, additional
 dividends or other distributions payable in an amount or amounts equal to the
 aggregate Additional Amount Payment(s) as follows:

(a)               Whenever the Trust intends or expects to include a Taxable
      Allocation in any dividend on the VMTP Shares, the Trust shall, subject to
      Section 2.10(b), (i) in addition to and in conjunction with the payment of
      such dividend, pay the Additional Amount Payment payable in respect of the
      Taxable Allocation included as part of such dividend and (ii) during any
      Allocation Notification Period (as defined below), notify the Redemption
      and Paying Agent of the fact that a Taxable Allocation will be so included
      not later than 14 calendar days preceding the first Rate Determination
      Date on which the Dividend Rate for such dividend is to be established.
      Whenever such advance notice (a "Notice of Taxable Allocation") is
      received from the Trust, the Redemption and Paying Agent will, in turn,
      provide notice thereof to each Holder and each Designated Owner or its
      Agent Member that has been identified to the Redemption and Paying Agent.
      With respect to a Rate Period for which a Notice of Taxable Allocation is
      given, the Trust will, to the extent practicable, include a Taxable
      Allocation in each of the dividends in such Rate Period so that each such
      dividend is considered to include ordinary income, capital gains and/or
      exempt-interest income in the same relative proportions. For purposes of
      the foregoing, an "Allocation Notification Period" shall begin when the
      Trust receives a

<62><63>
<PAGE>

<PAGE>
      written notice from the Initial Purchaser that the Initial Purchaser has
      transferred VMTP Shares to a tender option bond trust and shall end when
      the Trust receives a written notice from the Initial Purchaser that such
      tender option bond trust has been terminated.

(b)               If the Trust determines that a Taxable Allocation must be
      included in a dividend on the VMTP Shares but it is not practicable to pay
      any required Additional Amount Payments concurrently with such dividend
      pursuant to Section 2.10(a), then the Trust shall pay such Additional
      Amount Payment as soon as practicable and without reference to any regular
      Dividend Payment Date, but in any event prior to the end of the calendar
      year in which such dividend is paid. Similarly, during any Allocation
      Notification Period, if the Trust determines that a Taxable Allocation
      must be included in a dividend on the VMTP shares but it is not
      practicable to comply with the prior notice requirements in Section
      2.10(a), then the Trust shall provide notice thereof to the Redemption and
      Paying Agent as soon as practicable, but in any event prior to the end of
      the calendar year in which such dividend is paid.  Whenever such notice is
      received from the Trust, the Redemption and Paying Agent will, in turn,
      provide notice thereof to each Holder and each Designated Owner or its
      Agent Member that has been identified to the Redemption and Paying Agent.
      For the avoidance of doubt, this Section 2.10(b) is not intended to excuse
      the Trust's obligations under Section 2.10(a), but rather to provide a
      mechanism for paying applicable Additional Amount Payments and providing
      notice thereof under circumstances in which the Trust may not become aware
      of the need to include a Taxable Allocation in a dividend until it is not
      practicable to comply fully with Section 2.10(a).

(c)               The Trust shall not be required to make Additional Amount
      Payments with respect to any net capital gains or ordinary income
      determined by the Internal Revenue Service to be allocable in a manner
      different from the manner used by the Trust.  The Trust will promptly give
      notice to the Redemption and Paying Agent of any such determination, with
      instructions to forward such notice to each Holder of affected VMTP Shares
      of a Series during the affected periods at such Holder's address as the
      same appears or last appeared on the record books of the Trust.

2.11   Term Redemption Liquidity Account and Liquidity Requirement.

(a)          On or prior to the Liquidity Account Initial Date with respect to
 any Series of VMTP Shares, the Trust shall cause the Custodian to segregate, by
 means of appropriate identification on its books and records or otherwise in
 accordance with the Custodian's normal procedures, from the other assets of the
 Trust (the "Term Redemption Liquidity Account") Liquidity Account Investments
 with a Market Value equal to at least One Hundred Ten Percent (110%) of the
 Term Redemption Amount with respect to such Series.  The "Term Redemption
 Amount" for any Series of VMTP Shares shall be equal to the Term Redemption
 Price to be paid on the Term Redemption Date for such Series, based on the
 number of shares of such Series then Outstanding, assuming for this purpose
 that the Dividend Rate for such Series in effect at the time of the creation of
 the Term Redemption Liquidity Account for such Series will be the Dividend Rate
 in effect for such Series until the Term Redemption Date for such Series.  If,
 on any date after the Liquidity Account Initial Date, the aggregate Market
 Value of the Liquidity Account Investments included in the Term Redemption
 Liquidity Account for a Series of VMTP

<64><65>
<PAGE>

<PAGE>
 Shares as of the close of business on any Business Day is less than One
 Hundred Ten Percent (110%) of the Term Redemption Amount with respect to such
 Series, then the Trust shall cause the Custodian and the Adviser to take all
 such necessary actions, including segregating additional assets of the Trust
 as Liquidity Account Investments, so that the aggregate Market Value of the
 Liquidity Account Investments included in the Term Redemption Liquidity
 Account for such Series is at least equal to One Hundred Ten Percent (110%) of
 the Term Redemption Amount with respect to such Series not later than the
 close of business on the next succeeding Business Day.  With respect to assets
 of the Trust segregated as Liquidity Account Investments with respect to a
 Series of VMTP Shares, the Adviser, on behalf of the Trust, shall be entitled
 to instruct the Custodian on any date to release any Liquidity Account
 Investments from such segregation and to substitute therefor other Liquidity
 Account Investments, so long as (i) the assets of the Trust segregated as
 Liquidity Account Investments in the Term Redemption Liquidity Account at the
 close of business on such date have a Market Value equal to at least One
 Hundred Ten Percent (110%) of the Term Redemption Amount with respect to such
 Series and (ii) the Deposit Securities included in the Term Redemption
 Liquidity Account at the close of business on such date have a Market Value
 equal to at least the Liquidity Requirement (if any) determined in accordance
 with Section 2.11(b) below with respect to such Series for such date.
 The Trust shall cause the Custodian not to permit any lien, security interest
 or encumbrance to be created or permitted to exist on or in respect of any
 Liquidity Account Investments included in the Term Redemption Liquidity
 Account for any Series of VMTP Shares, other than liens, security interests or
 encumbrances arising by operation of law and any lien of the Custodian with
 respect to the payment of its fees.

(b)          The Market Value of the Deposit Securities held in the Term
 Redemption Liquidity Account for a Series of VMTP Shares, from and after the
 15th day of the calendar month (or, if such day is not a Business Day, the next
 succeeding Business Day) that is the number of months preceding the calendar
 month in which the Term Redemption Date for such Series occurs, in each case as
 specified in the table set forth below, shall not be less than the percentage
 of the Term Redemption Amount for such Series set forth below opposite such
 number of months (the "Liquidity Requirement"), but in all cases subject to the
 provisions of Section 2.11(c) below:

<TABLE>
<CAPTION>
   Number of Months Preceding Month of Term Redemption       Market Value of Deposit Securities as Percentage of Term Redemption
                         Date                                                              Amount
<S>                                                     <C>
                           5                                                                20%
                           4                                                                40%
                           3                                                                60%
                           2                                                                80%
                           1                                                               100%
</TABLE>


(c)          If the aggregate Market Value of the Deposit Securities included in
 the Term Redemption Liquidity Account for a Series of VMTP Shares as of the
 close of business on any Business Day is less than the Liquidity Requirement in
 respect of such Series for such

<66><67>
<PAGE>

<PAGE>
 Business Day, then the Trust shall cause the segregation of additional or
 substitute Deposit Securities in respect of the Term Redemption Liquidity
 Account for such Series, so that the aggregate Market Value of the Deposit
 Securities included in the Term Redemption Liquidity Account for such Series
 is at least equal to the Liquidity Requirement for such Series not later than
 the close of business on the next succeeding Business Day.

(d)          The Deposit Securities included in the Term Redemption Liquidity
 Account for a Series of VMTP Shares may be applied by the Trust, in its
 discretion, towards payment of the Term Redemption Price for such Series as
 contemplated by Section 2.5(d).  Upon the deposit by the Trust with the
 Redemption and Paying Agent of Deposit Securities having an initial combined
 Market Value sufficient to effect the redemption of the VMTP Shares of a Series
 on the Term Redemption Date for such Series in accordance with Section
 2.5(d)(ii), the requirement of the Trust to maintain the Term Redemption
 Liquidity Account as contemplated by this Section 2.11 shall lapse and be of no
 further force and effect. Upon any extension of the Term Redemption Date for a
 Series of VMTP Shares pursuant to Section 2.5(a), the then-current Liquidity
 Account Initial Date for such Series shall be extended as provided in the
 Appendix relating to such Series, and the requirement of the Trust to maintain
 the Term Redemption Liquidity Account with respect to such Series in connection
 with such Liquidity Account Initial Date shall lapse and shall thereafter apply
 in respect of the Liquidity Account Initial Date for such Series as so
 extended.

2.12   Global Shares.

       Unless the Board of Trustees determines otherwise, the VMTP Shares will
 be issued in book-entry form as global securities. Such global securities will
 be deposited with, or on behalf of, the Depository Trust Company and registered
 in the name of Cede & Co., its nominee.
 Beneficial interests in the global securities will be held only through the
 Depositary Trust Company and any of its participants.
2.13   Notice.

       All notices or communications hereunder, unless otherwise specified in
 this Statement, shall be sufficiently given if in writing and delivered in
 person, by telecopier, by other Electronic Means or by overnight delivery.
 Notices delivered pursuant to this Section 2.13 shall be deemed given on the
 date received.

2.14   Termination.

       In the event that no VMTP Shares of a Series are Outstanding, all rights
 and preferences of the VMTP Shares of such Series established and designated
 hereunder shall cease and terminate, and all obligations of the Trust under
 this Statement with respect to such Series shall terminate, other than in
 respect of the payment of and the right to receive the Redemption Price in
 accordance with Section 2.5 of this Statement.

2.15   Appendices.

       The designation of each Series of VMTP Shares shall be set forth in an
 Appendix to this Statement.  The Board of Trustees may, by resolution duly
 adopted, without shareholder

<68><69>
<PAGE>

<PAGE>
 approval (except as otherwise provided by this Statement or required by
 applicable law) (1) amend the Appendix to this Statement relating to a Series
 so as to reflect any amendments to the terms applicable to such Series
 including an increase in the number of authorized shares of such Series and
 (2) add additional Series of VMTP Shares by including a new Appendix to this
 Statement relating to such Series.

2.16   Actions on Other than Business Days.

       Unless otherwise provided herein, if the date for making any payment,
 performing any act or exercising any right, in each case as provided for in
 this Statement, is not a Business Day, such payment shall be made, act
 performed or right exercised on the next succeeding Business Day, with the same
 force and effect as if made or done on the nominal date provided therefor, and,
 with respect to any payment so made, no dividends, interest or other amount
 shall accrue for the period between such nominal date and the date of payment.

2.17   Modification.

       To the extent permitted by applicable law, the Board of Trustees, without
 the vote of the Holders of VMTP Shares or any other outstanding shares issued
 by the Trust, may interpret or amend the provisions of this Statement or any
 Appendix hereto to resolve any inconsistency or ambiguity or to remedy any
 defect in connection therewith, in each case above, so long as any such
 interpretation or amendment does not materially and adversely affect any
 preference, right or power of the VMTP Shares or the Holders or Designated
 Owners thereof, and, in addition to amendments permitted by Sections 2.5(g) and
 2.6(c) hereof, may amend this Statement with respect to any Series of VMTP
 Shares prior to the issuance of VMTP Shares of such Series.

2.18   Transfers.

(a)          A Designated Owner or Holder of any VMTP Shares of any Series may
 sell, transfer or otherwise dispose of VMTP Shares only in whole shares and
 only to (i) Persons that such Designated Owner or Holder reasonably believes
 are "qualified institutional buyers"  (as defined in Rule 144A under the
 Securities Act or any successor provision) in accordance with Rule 144A under
 the Securities Act or any successor provision that are banks, insurance
 companies or registered open-end management investment companies, (ii) tender
 option bond trusts (whether tax-exempt or taxable) in which all investors are
 Persons that such Designated Owner or Holder reasonably believes are "qualified
 institutional buyers" (as defined in and in accordance with Rule 144A under the
 Securities Act or any successor provision) that are banks, insurance companies,
 or registered open-end management investment companies (or, in the case of a
 tender option bond trust in which an affiliate of such Holder or Designated
 Owner retains a residual interest, such affiliate of such Holder or Designated
 Owner, but only to the extent expressly provided for in any applicable Purchase
 Agreement), or (iii) other investors with the prior written consent of the
 Trust. The restrictions on transfer contained in this Section 2.18(a) shall not
 apply to any VMTP Shares that are being registered and sold pursuant to an
 effective registration statement under the Securities Act or to any subsequent
 transfer of such VMTP Shares.

<70><71>
<PAGE>

<PAGE>
(b)          If at any time the Trust is not furnishing information pursuant to
 Section 13 or 15(d) of the Exchange Act, in order to preserve the exemption for
 resales and transfers under Rule 144A, the Trust shall furnish, or cause to be
 furnished, to holders of VMTP Shares and prospective purchasers of VMTP Shares,
 upon request, information with respect to the Trust satisfying the requirements
 of subsection (d)(4) of Rule 144A.

2.19   No Additional Rights.

       Unless otherwise required by law or the Declaration, the Holders of VMTP
 Shares shall not have any relative rights or preferences or other special
 rights with respect to such VMTP Shares other than those specifically set forth
 in this Statement; provided, however, that nothing in this Statement shall be
 deemed to preclude or limit the right of the Trust (to the extent permitted by
 applicable law) to contractually agree with any Holder or Designated Owner of
 VMTP Shares of any Series with regard to any special rights of such Holder or
 Designated Owner with respect to its investment in the Trust.
2.20   Personal Liability.

       A copy of the Declaration is on file with the Secretary of State of the
 Commonwealth of Massachusetts.  The Declaration provides that the term
 "Trustees" refers to the trustees under the Declaration collectively as
 trustees, but not as individuals or personally; and notice is hereby given that
 no trustee, shareholder, officer, employee or agent of the Trust shall be held
 to any personal liability, nor shall resort be had to their private property
 for the satisfaction of any obligation or claim or otherwise in connection with
 the affairs of the Trust, but the Trust property only shall be liable.

                        [Signature Page Begins on the Following Page]



<PAGE>
       IN WITNESS WHEREOF, MFS Municipal Income Trust has caused this Statement
 to be signed on March 24, 2016 in its name and on its behalf by a duly
 authorized officer.  Said officer of the Trust has executed this Statement as
 an officer and not individually, and the obligations and rights set forth in
 this Statement are not binding upon any such officer, or the trustees of the
 Trust or shareholders of the Tmst, individually, but are binding only upon the
 assets and property of the Tmst.



                                     MFS MUNICIPAL INCOME TRUST


                                     Title:Deputy Treasurer
































                     [Signature Page to the Statement Establishing and Fixing
                       the Rights and Preferences of Variable Rate Municipal
                       Term Preferred Shares]
                                                                     APPENDIX A

                           MFS MUNICIPAL INCOME TRUST

           VARIABLE RATE MUNICIPAL TERM PREFERRED SHARES, SERIES 2016/9

              Preliminary Statement and Incorporation By Reference

       This Appendix establishes a Series of Variable Rate Municipal Term
 Preferred Shares of MFS Municipal Income Trust. Except as set forth below, this
 Appendix incorporates by reference the terms set forth with respect to all
 Series of such Variable Rate Municipal Term Preferred Shares in that "Statement
 Establishing and Fixing the Rights and Preferences of Variable Rate Municipal
 Term Preferred Shares" dated September 17, 2012 (the "VMTP Statement").  This
 Appendix has been adopted by resolution of the Board of Trustees of MFS
 Municipal Income Trust.  Capitalized terms used herein but not defined herein
 have the respective meanings therefor set forth in the VMTP Statement.

 Section 1.  Designation as to Series.

       Variable Rate Municipal Term Preferred Shares, Series 2016/9:  A series
 of 4,259 Preferred Shares classified as Variable Rate Municipal Term Preferred
 Shares is hereby designated as the "Variable Rate Municipal Term Preferred
 Shares, Series 2016/9" (the "Series 2016/9 VMTP Shares").  Each share of such
 Series shall have such preferences, voting powers, restrictions, limitations as
 to dividends and other distributions, qualifications and terms and conditions
 of redemption, in addition to those required by applicable law and those that
 are expressly set forth in the Declaration, the By-laws and the VMTP Statement
 (except as the VMTP Statement may be expressly modified by this Appendix), as
 are set forth in this Appendix
A.The Series 2016/9 VMTP Shares shall constitute a separate series of Preferred
 Shares and of the Variable Rate Municipal Term Preferred Shares and each Series
 2016/9 VMTP Share shall be identical. The following terms and conditions shall
 apply solely to the Series 2016/9 VMTP Shares:

 Section 2.  Number of Authorized Shares of Series.

       The number of authorized shares is 4,259.

 Section 3.  Date of Original Issue with respect to Series.

       The Date of Original Issue is September 17, 2012. Section 4.Liquidation

 Preference Applicable to Series.

       The Liquidation Preference is $25,000.00

 per share. Section 5.

 Term Redemption Date Applicable to Series.

       The Term Redemption Date is September 30,
 2016, subject to extension pursuant to Section
 2.5(a) of the VMTP Statement.
 Section 6.  Dividend Payment Dates Applicable to Series.

       The Dividend Payment Dates are the first Business Day of the month next
 following each Dividend Period.

       The initial Dividend Payment Date shall be October 1, 2012. Section 7.

 Liquidity Account Initial Date Applicable to Series.

       The Liquidity Account Initial Date is March 30,
 2016 or, if applicable, the date that is six months
 prior to the Term Redemption Date as extended pursuant
 to Section 2.5(a) of the VMTP Statement or, if such
 date is not a Business Day, the Business Day
 immediately preceding such date.

 Section 8.  Exceptions to Certain Definitions Applicable to the Series.

       The following definitions contained under the heading "Definitions" in
 the VMTP Statement are hereby amended as follows:

       Not applicable.

 Section 9.  Additional Definitions Applicable to the Series.

       The following terms shall have the following meanings (with terms defined
 in the singular having comparable meanings when used in the plural and vice
 versa), unless the context otherwise requires:

       "Dividend Period" means, with respect to the Series 2016/9 VMTP Shares,
 in the case of the first Dividend Period, the period beginning on the Date of
 Original Issue for such Series and ending on and including September 30, 2012
 and for each subsequent Dividend Period, the period beginning on and including
 the first calendar day of the month following the month in which the previous
 Dividend Period ended and ending on and including the last calendar day of such
 month.

 Section 10. Amendments to Terms of VMTP Shares Applicable to the Series.

       The following provisions contained under the heading "Terms of the VMTP
 Shares" in the VMTP Statement are hereby amended as follows:

       Not applicable.

 Section 11. Fitch Municipal Issuer Diversification Guidelines.

       So long as Fitch is a designated Rating Agency for the Series 2016/9 VMTP
 Shares, the Trust intends to comply with Fitch's municipal issuer
 diversification guidelines.


                            [Signature page follows.]


                                       A-2

<72>
<PAGE>

<PAGE>
       IN WITNESS WHEREOF, MFS Municipal Income Trust has caused this
 Appendix to be signed on September 17, 2012 in its name and on its behalf
 by a duly authorized officer.



                                     MFS MUNICIPAL INCOME TRUST



                                     By:    /s/ Susan S. Newton

                                          Name: Susan S. Newton





































                      [Signature Page to Appendix A Establishing and Fixing the
                      Rights and Preferences of Variable Rate Municipal Term
                      Preferred Shares]
                                                                     APPENDIX B

                           MFS MUNICIPAL INCOME TRUST

           VARIABLE RATE MUNICIPAL TERM PREFERRED SHARES, SERIES 2019/3

              Preliminary Statement and Incorporation By Reference

       This Appendix establishes a Series of Variable Rate Municipal Term
 Preferred Shares of MFS Municipal Income Trust. Except as set forth below, this
 Appendix incorporates by reference the terms set forth with respect to all
 Series of such Variable Rate Municipal Term Preferred Shares in that "Statement
 Establishing and Fixing the Rights and Preferences of Variable Rate Municipal
 Term Preferred Shares" dated September 17, 2012, as amended March 24, 2016 (as
 amended, supplemented or otherwise modified, the "VMTP Statement"). This
 Appendix has been adopted by resolution of the Board of Trustees of MFS
 Municipal Income Trust.  Capitalized terms used herein but not defined herein
 have the respective meanings therefor set forth in the VMTP Statement.

 Section 1.  Designation as to Series.

       Variable Rate Municipal Term Preferred Shares, Series 2019/3:  A series
 of 4,550 Preferred Shares classified as Variable Rate Municipal Term Preferred
 Shares is hereby designated as the "Variable Rate Municipal Term Preferred
 Shares, Series 2019/3" (the "Series 2019/3 VMTP Shares").  Each share of such
 Series shall have such preferences, voting powers, restrictions, limitations as
 to dividends and other distributions, qualifications and terms and conditions
 of redemption, in addition to those required by applicable law and those that
 are expressly set forth in the Declaration, the By-laws and the VMTP Statement
 (except as the VMTP Statement may be expressly modified by this Appendix), as
 are set forth in this Appendix
B.The Series 2019/3 VMTP Shares shall constitute a separate series of Preferred
 Shares and of the Variable Rate Municipal Term Preferred Shares and each Series
 2019/3 VMTP Share shall be identical. The following terms and conditions shall
 apply solely to the Series 2019/3 VMTP Shares:

 Section 2.  Number of Authorized Shares of Series.

       The number of authorized shares is4,550.

 Section 3.  Date of Original Issue with respect to Series.

   The Date of Original Issue is March 24, 2016.

 Section 4. Liquidation Preference Applicable to
                     Series.

       The Liquidation Preference is $25,000.00 per share.

<73><74>
<PAGE>

<PAGE>
 Section 5.  Term Redemption Date Applicable to Series.

       The Term Redemption Date is April 1, 2019, subject to extension pursuant
 to Section 2.5(a) of the VMTP Statement.

 Section 6.  Dividend Payment Dates Applicable to Series.

       The Dividend Payment Dates are the first Business Day of the month next
 following each Dividend Period.

       The initial Dividend Payment Date shall be April 1, 2016. Section 7.

 Liquidity Account Initial Date Applicable to Series.

       The Liquidity Account Initial Date is September
 28, 2018 or, if applicable, the date that is six
 months prior to the Term Redemption Date as extended
 pursuant to Section 2.5(a) of the VMTP Statement or,
 if such date is not a Business Day, the Business Day
 immediately preceding such date.

 Section 8.  Exceptions to Certain Definitions Applicable to the Series.

       The following definitions contained under the heading "Definitions" in
 the VMTP Statement are hereby amended as follows with respect to the Series
 2019/3 VMTP Shares:

       Not applicable.

 Section 9.  Additional Definitions Applicable to the Series.

       The following terms shall have the following meanings (with terms defined
 in the singular having comparable meanings when used in the plural and vice
 versa), unless the context otherwise requires:

       "Dividend Period" means, with respect to the Series 2019/3 VMTP Shares,
 in the case of the first Dividend Period, the period beginning on the Date of
 Original Issue for such Series and ending on and including March 31, 2016 and
 for each subsequent Dividend Period, the period beginning on and including the
 first calendar day of the month following the month in which the previous
 Dividend Period ended and ending on and including the last calendar day of such
 month.

 Section 10. Amendments to Terms of VMTP Shares Applicable to the Series.

       The following provisions contained under the heading "Terms of the VMTP
 Shares" in the VMTP Statement are hereby amended as follows:

       Not applicable.

 Section 11. Fitch Municipal Issuer Diversification Guidelines.

<75><76>
<PAGE>

<PAGE>
       So long as Fitch is a designated Rating Agency for the Series 2019/3 VMTP
 Shares, the Trust intends to comply with Fitch's municipal issuer
 diversification guidelines.


                            [Signature page follows.]


<PAGE>
       IN WITNESS WHEREOF, MFS Municipal Income Trust has caused this Appendix
 to be signed on March 24, 2016 in its name and on its behalf by a duly
 authorized officer.



                                     MFS MUNICIPAL INCOME TRUST
                                     By: NB:&:
                                         Title: Deputy Treasurer





































                     [Signature Page to Appendix B Establishing and Fixing the
                       Rights and Preferences of Variable Rate Municipal Term
                       Preferred Shares]

Endnotes

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<73>B-3


<74>

<75>B-3


<76>



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