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May 14, 2008
127436
21
As Amended  dateYear00Day13Month12lstrans12/13/00
Article 12, Section 12.10(a)(v)
As Amended  datelstransMonth2Day13Year012/13/01  Article 2.1
As Amended  datelstransMonth5Day8Year015/8/01  Article 2.1
As Amended 6/20/01  Article 2.1; Article 4.6
As Amended  dateYear03Day9Month12lstrans12/9/03  Article 12, Part II
As Amended datelstransMonth8Day11Year048/11/04  Article 3.3;
Article 4.5; Article 4.8
As Amended 2/7/07  Article 2.1
As Amended 6/29/07 Article 4 and Name
As Amended 12/18/2007 Article 2
As Amended 2/26/2008  Article 7
As Amended and Restated 5/14/2008, effective 6/29/2007  Article 12

AMENDED stocktickerAND RESTATED BY-stocktickerLAWS
        OF
MFS HIGH INCOME MUNICIPAL TRUST

Article 1.
 Agreement and Declaration of Trust and Principal Office

1.1.     Agreement and Declaration of Trust.  These By-Laws shall
be subject to the Agreement and Declaration of
Trust, as from time to time in effect (the Declaration of Trust), of
MFS High Income Municipal Trust, a
Massachusetts business trust established by the Declaration of Trust
(the Trust).

1.2.     Principal Office of the Trust.  The principal office of the
Trust shall be located in CityplaceBoston,
StateMassachusetts.

Article 2.

 Shareholders

2.1.     Shareholders 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 a majority
of 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 a majority of the
Trustees and held in lieu of such
meeting with the same effect as if held within such annual period.  A
Special meeting of the shareholders of the
Trust may be called at any time by a majority of the Trustees, by the
president or, if a majority of the Trustees
and the president shall fail to call any meeting of shareholders for a
period of 30 days after written
application of one or more shareholders who hold at least 10% of all
outstanding shares of the Trust, then such
shareholders may call such meeting.  Each call of a meeting shall state
the place, date, hour and purposes of the
meeting.

2.2.     Advance Notice of Shareholder Nominees for Trustees and
Other Shareholder Proposals.

         (a)  As used in this Section 2.2, 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
Section 2.1 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
2.2.  Only persons who are nominated in accordance with the procedures
set forth in this Section 2.2 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 2.2, 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 Section 2.4 of these
Bylaws, or (ii) brought before the meeting in the manner specified in
this Section 2.2(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 Owners 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 2.2(c) is delivered to the secretary.

         In addition to any other requirements under applicable law and
the Declaration of Trust and these
Bylaws, persons nominated by shareholders for election as Trustees and
any other proposals by shareholders may be
properly brought before an annual meeting only pursuant to timely notice
(the Shareholder Notice) in writing to
the secretary.  To be timely, the Shareholder Notice must be delivered
to or mailed and received at the principal
executive offices of the Trust not less than forty-five (45) nor more
than sixty (60) days prior to the first
anniversary date of the date on which the Trust first sent its proxy
materials for the prior years annual
meeting; provided, however, with respect to the annual meetings 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 March 18, 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 or directors 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, a majority
of 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
2.2(c) in respect of a proposal to fix the number of Trustees shall
also set forth a description of and the text
of the proposal, which description and text shall state a fixed number
of Trustees that otherwise complies with
applicable law, these Bylaws and the Declaration of Trust.

         Without limiting the foregoing, any shareholder who gives a
Shareholder Notice of any matter proposed to
be brought before a shareholder meeting (whether or not involving
nominees for Trustees) shall deliver, as part
of such Shareholder Notice:  (i) the description of and text of the
proposal to be presented; (ii) a brief
written statement of the reasons why such shareholder favors the
proposal; (iii) such shareholders name and
address as they appear on the Trusts books; (iv) any other information
relating to the shareholder that would be
required to be disclosed in a proxy statement or other filings required
to be made in connection with the
solicitation of proxies with respect to the matter(s) proposed pursuant
to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder; (v) the class or series
and number of all Shares of the Trust owned
beneficially and of record by such shareholder; (vi) any material
interest of such shareholder in the matter
proposed (other than as a shareholder); (vii) a representation that
the shareholder intends to appear in person
or by proxy at the shareholder meeting to act on the matter(s) proposed;
(viii) if the proposal involves
nominee(s) for Trustees, a description of all arrangements or
understandings between the shareholder and each
proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are
to be made by the shareholder; and (ix) in the case of a Beneficial Owner,
evidence establishing such Beneficial
Owners indirect ownership of, and entitlement to vote, Shares at the
meeting of shareholders.  As used in this
Section 2.2, 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 Section 2.4 of these
Bylaws.  In the event the Trust calls a special meeting for the purpose
of electing one or more Trustees, any
shareholder may nominate a person or persons (as the case may be) for
election to such position(s) as specified in
the Trusts notice of meeting if and only if the shareholder provides a
notice containing the information required
in the Shareholder Notice to the secretary required with respect to
annual meetings by Section 2.2(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 a majority of the Trustees to be elected at
such meeting are publicly announced or
disclosed.

         (e)  For purposes of this Section 2.2, a matter shall be deemed
to have been publicly announced or
disclosed if such matter is disclosed in a press release reported by the
Dow Jones News Service, Associated Press
or comparable national news service, in a document publicly filed by the
Trust with the Securities and Exchange
Commission, or in a Web site accessible to the public maintained by the
Trust or by its investment adviser or an
affiliate of such investment adviser with respect to the Trust.

         (f)  In no event shall an adjournment or postponement (or a public
announcement thereof) of a meeting of
shareholders commence a new time period (or extend any time period) for the
giving of notice as provided in this
Section 2.2.

         (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 2.2 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 2.2
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 2.2 shall be construed as creating any implication or
presumption as to the requirements of federal
law.

2.3.     Place of Meetings.  All meetings of the shareholders shall be
held at the principal office of the Trust,
or, to the extent permitted by the Declaration of Trust, at such other
place within the country-regionplaceUnited
States as shall be designated by the Trustees or the president of the Trust.

2.4.     Notice of Meetings.  A written notice of each meeting of
shareholders, stating the place, date and hour
and the purposes of the meeting, shall be given at least seven days
before the meeting to each shareholder
entitled to vote thereat by leaving such notice with him or at his
residence or usual place of business or by
mailing it, postage prepaid, and addressed to such shareholder at his
address as it appears in the records of the
Trust.  Such notice shall be given by the secretary or an assistant
secretary or by an officer designated by the
Trustees.  No notice of any meeting of shareholders need be given to a
shareholder if a written waiver of notice,
executed before or after the meeting by such shareholder or his attorne
y thereunto duly authorized, is filed with
the records of the meeting.

2.5.     Ballots.  No ballot shall be required for any election unless
requested by a shareholder present or
represented at the meeting and entitled to vote in the election.

2.6.     Proxies.  Shareholders entitled to vote may vote either in
person or by proxy in writing dated not more
than six months before the meeting named therein, which proxies shall
be filed with the secretary or other person
responsible to record the proceedings of the meeting before being
voted.  Unless otherwise specifically limited
by their terms, such proxies shall entitle the holders thereof to
vote at any adjournment of such meeting but
shall not be valid after the final adjournment of such meeting.
The placing of a shareholders name on a proxy
pursuant to telephonic or electronically transmitted instructions
obtained pursuant to procedures reasonably
designed to verify that such instructions have been authorized by
such shareholder shall constitute execution of
such proxy by or on behalf of such shareholder.

Article 3.

  Trustees

3.1.     Committees and Advisory Board.  The Trustees may appoint from
their number an executive committee and
other committees.  Except as the Trustees may otherwise determine, any
such committee may make rules for conduct
of its business.  The Trustees may appoint an advisory board to consist
of not less than two nor more than five
members.  The members of the advisory board shall be compensated in such
manner as the Trustees may determine and
shall confer with and advise the Trustees regarding the investments and
other affairs of the Trust.  Each member
of the advisory board shall hold office until the first meeting of the
Trustees following the next meeting of the
shareholders and until his successor is elected and qualified, or until
he sooner dies, resigns, is removed, or
becomes disqualified, or until the advisory board is sooner abolished
by the Trustees.

         In addition, the Trustees may appoint a Dividend Committee of
not less than three persons, at least one
of whom shall be a Trustee of the Trust.

         No special compensation shall be payable to members of the
Dividend Committee.  Each member of the
Dividend Committee will hold office until his or her successor is
elected and qualified or until the member dies,
resigns, is removed, becomes disqualified or until the Committee is
abolished by the Trustees.

3.2.     Regular Meetings.  Regular meetings of the Trustees may be
held without call or notice at such places
and at such times as the Trustees may from time to time determine,
provided that notice of the first regular
meeting following any such determination shall be given to absent
Trustees.

3.3.     Special Meetings.  Special meetings of the Trustees may be
held at any time and at any place designated
in the call of the meeting, when called by the board chair, the
president or the treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by
the secretary or an assistant secretary or by
the board chair, the officer or one of the Trustees calling the meeting.

3.4.     Notice.  It shall be sufficient notice to a Trustee to send
notice by mail at least forty-eight hours or
by telegram at least twenty-four hours before the meeting addressed
 to the Trustee at his or her usual or last
known business or residence address or to give notice to him or her
 in person or by telephone at least
twenty-four hours before the meeting.  Notice of a meeting need not
 be given to any Trustee if a written waiver
of notice, executed by him or her 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 or her.  Neither notice of a meeting nor a waiver of a notice
 need specify the purposes of the meeting.

3.5.     Quorum.  At any meeting of the Trustees one-third of the
Trustees then in office shall constitute a
quorum; provided, however, a quorum shall not be less than two unless
 the number of Trustees then in office shall
be one.  Any meeting may be adjourned from time to time by a majority
of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.

Article 4.
        Officers and Agents

4.1.     Enumeration; Qualification.  The officers of the Trust shall
be a president, a treasurer, and a
secretary who shall be elected by the Trustees.  In addition, there
shall be an Independent Chief Compliance
Officer, who shall be elected or appointed by a majority of the
Trustees, including a majority of the Trustees
who are not interested persons of the Trust as defined under the
Investment Company Act of 1940 (the 1940 Act)
(the Independent Trustees), and otherwise in accordance with rule
38a-1 (or any successor rule) thereunder, as
such rule may be amended from time to time (Rule 38a-1).  The
Trustees from time to time may in their discretion
elect or appoint such other officers, if any, as the business of
the Trust may require pursuant to section 4.3 of
these By-Laws.  The Trust may also have such agents, if any, as
the Trustees from time to time may in their
discretion appoint.  Any officer may be but none need be a Trustee
 or shareholder.  Any two or more offices may
be held by the same person.

4.2.     Powers.  Subject to the other provisions of these By-Laws,
 each officer shall have, in addition to the
duties and powers herein and in the Declaration of Trust set forth,
 such duties and powers as are commonly
incident to his or her office as if the Trust were organized as
 a Massachusetts business corporation and such
other duties and powers as the Trustees may from time to time designate,
 including without limitation the power
to make purchases and sales of portfolio securities of the Trust
pursuant to recommendations of the Trusts
investment adviser in accordance with the policies and objectives of
 the Trust set forth in its prospectus and
with such general or specific instructions as the Trustees may from
time to time have issued.  The Independent
Chief Compliance Officer shall perform the duties and have the
responsibilities of the chief compliance officer
of the Trust in accordance with Rule 38a-1, and shall perform
such other duties and have such other
responsibilities as from time to time may be assigned to him by
the Trustees.  The Independent Chief Compliance
Officer shall report directly to the Trustees or a Committee of
the Trustees in carrying out his functions.

4.3.     Election.  The president, the treasurer and the secretary
shall be elected annually by the Trustees at
their first meeting following the annual meeting of the shareholders.
  The Independent Chief Compliance Officer
shall be elected pursuant to Section 4.1 of these By-Laws.  Other
elected officers, if any, may be elected or
appointed by the Trustees at said meeting or at any other time.
Assistant officers may be appointed by the
elected officers.

4.4.     Tenure.  The president, the treasurer, the secretary
and the Independent Chief Compliance Officer shall
hold office until their respective successors are chosen and
qualified, or in each case until he or she sooner
dies, resigns, is removed or becomes disqualified, provided that
any removal of the Independent Chief Compliance
Officer shall also require the vote or consent of a majority of
the Independent Trustees and otherwise be in
accordance with the provisions of Rule 38a-1.  Each other officer
shall hold office at the pleasure of the
Trustees.  Each agent shall retain his or her authority at the
pleasure of the Trustees.

4.5.     President and Vice Presidents.  The president shall be the
chief executive officer of the Trust.  The
president shall preside at all meetings of the shareholders at which
 he or she is present, except as otherwise
voted by the Trustees.  Any vice president shall have such duties
and powers as shall be designated from time to
time by the Trustees.

4.6.     Treasurer, Controller and Chief Accounting Officer.  The
treasurer shall be the chief financial officer
of the Trust and, subject to any arrangement made by the Trustees
with a bank or trust company or other
organization as custodian or transfer or shareholder services agent,
shall be in charge of its valuable papers
and shall have such duties and powers as shall be designated from time
 to time by the Trustees or by the
president.  Any assistant treasurer shall have such duties and powers
as shall be designated from time to time by
the Trustees.

          The controller  shall be the officer of the Trust primarily
 responsible for ensuring all expenditures of
the Trust are reasonable and  appropriate.  The controller  shall be
 responsible  for oversight and  maintenance of
liquidity  and  leverage  facilities  available  to the Trust and shall
have such other duties and powers as may be
designated from time to time by the Trustees or the President.

         The chief accounting officer of the Trust shall be in charge
of its books and accounting records.  The
chief accounting officer shall be responsible for preparation of financial
statements of the Trust and shall have
such other duties and powers as may be designated from time to time by
 the Trustees or the President.

4.7.     Secretary and Assistant Secretaries.  The secretary shall
record all proceedings of the shareholders and
the Trustees in books to be kept therefor, which books shall be kept
at the principal office of the Trust.  In
the absence of the secretary from any meeting of shareholders or
Trustees, an assistant secretary, or if there be
none or he or she is absent, a temporary clerk chosen at the meeting
 shall record the proceedings thereof in the
aforesaid books.

         4.8.   Board Chair.  The Trustees shall annually elect one
of their number to serve as their chair.  The
board chair shall hold such position until his or her successor is
chosen and qualified, or until he or she
sooner dies, resigns, is removed or becomes disqualified.  The board
chair shall hold such position at the
pleasure of the Trustees.  The board chair shall preside at all meetings
 of the Trustees at which he or she is
present and shall perform any other duties and responsibilities prescribed
 from time to time by the Trustees.  In
the absence of the board chair, or in the event that such position is
vacant, the Trustees present at any meeting
shall designate one of their number to preside at such meeting.  The
board chair shall not be considered an
officer of the Trust.

Article 5.

  Resignations and Removals

         Any Trustee, officer or advisory board member may resign at
any time by delivering his or her
resignation in writing to the president, the treasurer or the secretary
 or to a meeting of the Trustees.  The
Trustees may remove any officer elected by them with or without cause
by the vote or consent of a majority of the
Trustees then in office, provided that any removal of the Independent
 Chief Compliance Officer shall also require
the vote or consent of a majority of the Independent Trustees and
otherwise be in accordance with Rule 38a-1.
Except to the extent expressly provided in a written agreement with
the Trust, no Trustee, officer, or advisory
board member resigning, and no officer or advisory board member
removed, shall have any right to any compensation
for any period following his or her resignation or removal, or
any right to damages on account of such removal.
Article 6.

       Vacancies

         A vacancy in any office may be filled at any time.  Each
successor shall hold office for the unexpired
term, and in the case of the president, the treasurer and the
secretary, until his or her successor is chosen and
qualified, or in each case until he or she sooner dies, resigns,
is removed or becomes disqualified.  A vacancy
in the office of the Independent Chief Compliance Officer shall
be filled in accordance with Section 4.1 of these
By-Laws.

Article 7.

  Shares of Beneficial Interest

7.1.     Share Certificates.  Except as provided in Section 12.1,
in lieu of issuing certificates for shares, the
Trustees or the transfer agent shall keep accounts upon the books
of the Trust for the record holders of such
shares.

7.2.     Discontinuance of Issuance of Certificates. Except as
provided in Section 12.1, the Trustees have
discontinued the issuance of share certificates and may, by written
notice to each shareholder, require the
surrender of share certificates of the Trust for cancellation.
Such surrender and cancellation shall not affect
the ownership of shares in the Trust.

Article 8.
 Record Date and Closing Transfer Books

         The Trustees may fix in advance a time, which shall not
 be more than 90 days before the date of any
meeting of shareholders or the date for the payment of any dividend
or making of any other distribution to
shareholders, as the record date for determining the shareholders
having the right to notice and to vote at such
meeting and any adjournment thereof or the right to receive such
dividend or distribution, and in such case only
shareholders of record on such record date shall have such right,
 notwithstanding any transfer of shares on the
books of the Trust after the record date; or without fixing such
record date the Trustees may for any such
purposes close the transfer books for all or any part of such period.




Article 9.
  Seal

         The seal of the Trust shall, subject to alteration
by the Trustees, consist of a flat-faced circular die
with the word Massachusetts together with the name of the Trust
and the year of its organization, cut or engraved
thereon; but, unless otherwise required by the Trustees, the seal
shall not be necessary to be placed on, and its
absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on
behalf of the Trust.

Article 10.
   Execution of Papers

         Except as the Trustees may generally or in particular cases
authorize the execution thereof in some
other manner, all deeds, leases, transfers, contracts, bonds, notes,
checks, drafts and other obligations made,
accepted or endorsed by the Trust shall be signed, and all transfers of
securities standing in the name of the
Trust shall be executed, by the president or by one of the vice presidents
or by the treasurer or by whomsoever
else shall be designated for that purpose by the vote of the Trustees
and need not bear the seal of the Trust.

Article 11.
     Fiscal Year

         Except as from time to time otherwise provided by the Trustees,
the fiscal year of the Trust shall end
on December 31.

Article 12.
        Shares of Beneficial Interest

         The Trust has an unlimited number of common shares, without par
value, which may be issued from time to
time by the Trustees of the Trust.  The Trust also has 4,800 preferred
shares, without par value, which may be
issued by the Trustees from time to time in one or more series and with
\such designations, preferences and other
rights, qualifications, limitations and restrictions as are determined
by the Board of Trustees or a duly
authorized committee thereof and set forth in this Article 12.

12.1.                  Statement Creating Two Series of Municipal
 Auction Rate Cumulative Preferred.
               There are two separate series of Municipal
Auction Rate Cumulative Preferred Shares.





PART I
 DESIGNATION

         SERIES T:  A series of 2,400 preferred shares, without par
value, liquidation preference $25,000 per
share plus accumulated but unpaid dividends, if any, thereon (whether
 or not earned or declared), is hereby
designated Municipal Auction Rate Cumulative Preferred Shares, Series
T and is referred to below as Series T
Municipal Preferred.  Each share of Series T Municipal Preferred shall
be issued on
datelstransMonth8Day26Year1999August 26, 1999; have an Applicable Rate
for its Initial Rate Period equal to 3.40%
per annum; have an initial Dividend Payment Date of Wednesday,
datelstransMonth9Day1Year1999September 1, 1999;
and have such other preferences, limitations and relative voting and
other rights, in addition to those required
by applicable law or set forth in the Trusts Declaration of Trust, as
 are set forth in Part I and Part II of this
Section 12.1.  Series T Municipal Preferred shall constitute a separate
 series of Municipal Preferred of the
Trust.

         SERIES W:  A series of 2,400 preferred shares, without par
value, liquidation preference $25,000 per
share plus accumulated but unpaid dividends, if any, thereon (whether
 or not earned or declared), is hereby
designated Municipal Auction Rate Cumulative Preferred Shares, Series
W and is referred to below as Series W
Municipal Preferred.  Each share of Series W Municipal Preferred shall
 be issued on
datelstransMonth8Day26Year1999August 26, 1999; have an Applicable Rate
 for its Initial Rate Period equal to 3.40%
per annum; have an initial Dividend Payment Date of Thursday,
datelstransMonth9Day2Year1999September 2, 1999; and
have such other preferences, limitations and relative voting and other
 rights, in addition to those required by
applicable law or set forth in the Trusts Declaration of Trust, as are
 set forth in Part I and Part II of this
Section 12.1.  Series W Municipal Preferred shall constitute a separate
series of Municipal Preferred of the
Trust.

         The Board of Trustees of the Trust may, in their discretion,
 increase the number of shares of Municipal
Preferred authorized under these By-laws to authorize the issuance of
another series of Municipal Preferred so
long as such issuance is permitted by paragraph 5 of Part I of this

Section12.1.

1.         Definitions .  Unless the context or use indicates another
 or different meaning or intent, in Part I
and Part II of this Section 12.1 the following terms have the following
meanings, whether used in the singular or
plural:

         AA Composite Commercial Paper Rate, on any date for any Rate
Period of shares of a series of Municipal
Preferred, shall mean (i) (A) in the case of any Minimum Rate Period or
 any Special Rate Period of fewer than 49
Rate Period Days, the interest equivalent of the 30-day rate; provided,
 however, that if such Rate Period is a
Minimum Rate Period and the AA Composite Commercial Paper Rate is being
used to determine the Applicable Rate for
shares of such series when all of the Outstanding shares of such series
are subject to Submitted Hold Orders,
then the interest equivalent of the seven-day rate, and (B) in the case
of any Special Rate Period of (1) 49 or
more but fewer than 70 Rate Period Days, the interest equivalent of the
60-day rate; (2) 70 or more but fewer
than 85 Rate Period Days, the arithmetic average of the interest
 equivalent of the 60-day and 90-day rates; (3)
85 or more but fewer than 99 Rate Period Days, the interest equivalent
of the 90-day rate; (4) 99 or more but
fewer than 120 Rate Period Days, the arithmetic average of the interest
 equivalent of the 90-day and 120-day
rates; (5) 120 or more but fewer than 141 Rate Period Days, the interest
 equivalent of the 120-day rate; (6) 141
or more but fewer than 162 Rate Period Days, the arithmetic average of
 the interest equivalent of the 120-day and
180-day rates; and (7) 162 or more but fewer than 183 Rate Period Days,
the interest equivalent of the 180-day
rate, in each case on commercial paper placed on behalf of issuers whose
corporate bonds are rated AA by S&P or
the equivalent of such rating by S&P or another rating agency, as made
available on a discount basis or otherwise
by the Federal Reserve Bank of New York for the Business Day next
preceding such date; or (ii) in the event that
the Federal Reserve Bank of New York does not make available any such
 rate, then the arithmetic average of such
rates, as quoted on a discount basis or otherwise, by the Commercial
 Paper Dealers to the Auction Agent for the
close of business on the Business Day next preceding such date.
If any Commercial Paper Dealer does not quote a
rate required to determine the AA Composite Commercial Paper Rate,
the AA Composite Commercial Paper Rate shall
be determined on the basis of the quotation or quotations furnished
by the remaining Commercial Paper Dealer or
Commercial Paper Dealers and any Substitute Commercial Paper Dealer
or Substitute Commercial Paper Dealers
selected by the Trust to provide such rate or rates not being supplied
 by any Commercial Paper Dealer or
Commercial Paper Dealers, as the case may be, or, if the Trust does not
select any such Substitute Commercial
Paper Dealer or Substitute Commercial Paper Dealers, by the remaining
Commercial Paper Dealer or Commercial Paper
Dealers.  For purposes of this definition, the interest equivalent of a
rate stated on a discount basis (a
discount rate) for commercial paper of a given days maturity shall be
 equal to the quotient (rounded upwards to
the next higher one-thousandth (.001) of 1% of (A) the discount rate
divided by (B) the difference between (x)
1.00 and (y) a fraction the numerator of which shall be the product
of the discount rate times the number of days
in which such commercial paper matures and the denominator of which
shall be 360.

         Accountants Confirmation shall have the meaning
specified in paragraph 7(c) of Part I of this

Section 12.1.

         Affiliate shall mean, for purposes of the definition
of Outstanding, any Person known to the Auction
Agent to be controlled by, in control of or under common control
with the Trust; provided, however, that no
Broker-Dealer controlled by, in control of or under common control
with the Trust shall be deemed to be an
Affiliate nor shall any corporation or any Person controlled by, in
 control of or under common control with such
corporation, one of the trustees, directors or executive officers of
 which is a trustee of the Trust be deemed to
be an Affiliate solely because such trustee, director or executive
officer is also a trustee of the Trust.

         Agent Member shall mean a member of or participant in the
 Securities Depository that will act on behalf
of a Bidder.

         Anticipation Notes shall mean Tax Anticipation Notes (TANs),
 Revenue Anticipation Notes (RANs), Tax and
Revenue Anticipation Notes (TRANs), Grant Anticipation Notes (GANs)
 that are rated by S&P and Bond Anticipation
Notes (BANs).

         Applicable Rate shall have the meaning specified in paragraph
 2(e)(i) of Part I of this Section 12.1.

         Auction shall mean each periodic implementation of the
Auction Procedures.

         Auction Agency Agreement shall mean the agreement between
the Trust and the Auction Agent which
provides, among other things, that the Auction Agent will follow the
 Auction Procedures for purposes of
determining the Applicable Rate for shares of a series of Municipal
Preferred so long as the Applicable Rate for
shares of such series is to be based on the results of an Auction.

         Auction Agent shall mean the entity appointed as such by a
resolution of the Board of Trustees in
accordance with paragraph 6 of Part II of this Section 12.1.

         Auction Date, with respect to any Rate Period, shall mean the
 Business Day next preceding the first day
of such Rate Period.

         Auction Procedures shall mean the procedures for conducting
Auctions set forth in Part II of this
Section 12.1.

         Available Municipal Preferred shall have the meaning specified
 in paragraph 3(a) of Part II of this

Section 12.1.
\

         Benchmark Rate shall have the meaning specified in
 paragraph 3(c) of Part II of this Section 12.1.

         Beneficial Owner with respect to shares of a series of
Municipal Preferred, means a customer of a
Broker-Dealer who is listed on the records of that Broker-Dealer (or,
 if applicable, the Auction Agent) as a
holder of shares of such series.

         Bid and Bids shall have the respective meanings specified in
paragraph 1(a) of Part II of this
Section 12.1.

         Bidder and Bidders shall have the respective meanings specified
 in paragraph 1(a) of Part II of this
Section 12.1; provided, however, that neither the Trust nor any affiliate
thereof shall be permitted to be a
Bidder in an Auction, except that any Broker-Dealer that is an affiliate
of the Trust may be a Bidder in an
Auction, but only if the Orders placed by such Broker-Dealer are not for
its own account.

         Board of Trustees shall mean the Board of Trustees of the Trust
 or any duly authorized committee thereof.

         Broker-Dealer shall mean any broker-dealer, commercial bank or
other entity permitted by law to perform
the functions required of a Broker-Dealer in Part II of this Section 12.1,
 that is a member of, or a participant
in, the Securities Depository or is an affiliate of such member or
participant, has been selected by the Trust
and has entered into a Broker-Dealer Agreement that remains effective.

         Broker-Dealer Agreement shall mean an agreement among the Trust,
the Auction Agent and a Broker-Dealer
pursuant to which such Broker-Dealer agrees to follow the procedures
 specified in Part II of this Section 12.1.

         Business Day shall mean a day on which the New York Stock
Exchange is open for trading, and which is
neither a Saturday, Sunday nor any other day on which banks in The
City of New York, New York are authorized by
law to close.

         By-laws means these Amended and Restated By-laws of the Trust.

         Code means the Internal Revenue Code of 1986, as amended from
time to time.

         Commercial Paper Dealers means Lehman Commercial Paper
Incorporated, Goldman, Sachs & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and such other commercial
 paper dealer or dealers as the Trust may
from time to time appoint, or, in lieu of any thereof, their respective
affiliates or successors.

         Common Shares means the common shares of beneficial interest,
without par value, of the Trust.

         Cure Date shall have the meaning specified in paragraph 11(b)
of Part I of this Section 12.1.

         Date of Original Issue with respect to shares of a series of
 Municipal Preferred, shall mean the date on
which the Trust originally issued such shares.

         Declaration shall mean the Agreement and Declaration of Trust
 dated datelstransMonth1Day9Year1989January
9, 1989 of the Trust, as amended by Amendment No. 1 dated
 datelstransMonth2Day8Year1989February 8, 1989 to the
Agreement and Declaration of Trust of the Trust and Amendment No. 2
dated datelstransMonth7Day30Year1999July 30,
1999 to the Agreement and Declaration of Trust of the Trust, all on
file with the Secretary of The Commonwealth
of Massachusetts and as hereafter restated or amended from time to
time.

         Deposit Securities shall mean cash and Municipal Obligations
rated at least A-1+ or SP-1+ by S&P, except
that, for purposes of subparagraph (a)(v) of paragraph 11 of Part I of
 this Section 12.1, such Municipal
Obligations shall be considered Deposit Securities only if they are
also rated P-1, stocktickerMIG-1 or VMIG-1 by
Moodys.

         Discounted Value, as of any Valuation Date, shall mean, (i)
with respect to an S&P Eligible Asset, the
quotient of the Market Value thereof divided by the applicable S&P
Discount Factor and (ii) (a) with respect to a
Moodys Eligible Asset that is not currently callable as of such Valuation
 Date at the option of the issuer
thereof, the quotient of the Market Value thereof divided by the
applicable Moodys Discount Factor, or (b) with
respect to a Moodys Eligible Asset that is currently callable as of
such Valuation Date at the option of the
issuer thereof, the quotient of (1) the lesser of the Market Value
 or call price thereof, including any call
premium, divided by (2) the applicable Moodys Discount Factor.

         Dividend Payment Date, with respect to shares of a series
 of Municipal Preferred, shall mean any date on
which dividends are payable on shares of such series pursuant to the
 provisions of paragraph 2(d) of Part I of
this Section 12.1.

         Dividend Period, with respect to shares of a series of
 Municipal Preferred, shall mean the period from
and including the Date of Original Issue of shares of such series to
but excluding the initial Dividend Payment
Date for shares of such series and any period thereafter from and
including one Dividend Payment Date for shares
of such series to but excluding the next succeeding Dividend Payment
Date for shares of such series; provided,
however, that the Dividend Periods for each of Series T Municipal
Preferred and Series W Municipal Preferred will
never be co-extensive with the Dividend Period of any other series
of Municipal Preferred unless the Trust has
received an opinion of tax counsel that having such co-extensive periods
 will not affect the deductibility, for
federal income tax purposes, of dividends paid on the different series
of Municipal Preferred.

         Escrowed Bonds means Municipal Obligations that (i) have been
 determined to be legally defeased in
accordance with S&Ps legal defeasance criteria, (ii) have been determined
 to be economically defeased in
accordance with S&Ps economic defeasance criteria and assigned a
rating of stocktickerAAA by S&P, (iii) are not
rated by S&P but have been determined to be legally defeased by
Moodys, or (iv) have been determined to be
economically defeased by Moodys and assigned a rating no lower
than the rating that is Moodys equivalent of S&Ps
stocktickerAAA rating.

         Existing Holder, with respect to shares of a series of
Municipal Preferred, shall mean a Broker-Dealer
(or any such other Person as may be permitted by the Trust) that
is listed on the records of the Auction Agent as
a holder of shares of such series.

         Failure to Deposit, with respect to shares of a series of
 Municipal Preferred, shall mean a failure by
the Trust to pay to the Auction Agent, not later than 12:00 noon,
New York City time, (A) on the Business Day
next preceding any Dividend Payment Date for shares of such series,
 in funds available on such Dividend Payment
Date in The City of New York, New York, the full amount of any dividend
 (whether or not earned or declared) to be
paid on such Dividend Payment Date on any share of such series or (B)
 on the Business Day next preceding any
redemption date in funds available on such redemption date for shares
of such series in The City of New York, New
York, the Redemption Price to be paid on such redemption date for any
 shares of such series after notice of
redemption is mailed pursuant to paragraph 11(c) of Part I of this

Section 12.1; provided, however, that the
foregoing clause (B) shall not apply to the Trusts failure to pay the
 Redemption Price in respect of shares of
Municipal Preferred when the related Notice of Redemption provides that
redemption of such shares is subject to
one or more conditions precedent and any such condition precedent shall
 not have been satisfied at the time or
times and in the manner specified in such Notice of Redemption.

         Federal Tax Rate Increase shall have the meaning specified in the
 definition of Moodys Volatility Factor.

         Gross-up Payment in respect of any dividend means payment to a
 Holder of shares of a series of Municipal
Preferred of an amount which, giving effect to the Taxable Allocations
made with respect to such dividend, would
cause such Holders after-tax returns (taking into account both the
Taxable Allocations and the Gross-up Payment)
to be equal to the after-tax return the Holder would have received
if no such Taxable Allocations had occurred.
Such Gross-up Payment shall be calculated:  (i) without consideration
being given to the time value of money;
(ii) assuming that no Holder of shares of Municipal Preferred is
subject to the Federal alternative minimum tax
with respect to dividends received from the Trust; and (iii) assuming
that each Holder of shares of Municipal
Preferred is taxable 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 Gross-up Payment is made.

         Holder, with respect to shares of a series of Municipal
Preferred, shall mean the Registered Holder of
such shares as the same appears on the record books of the Trust.

         Hold Order and Hold Orders shall have the respective meanings
specified in paragraph 1(a) of Part II of
this Section 12.1.

         Independent Accountant shall mean a nationally recognized
accountant, or firm of accountants, that is,
with respect to the Trust, an independent public accountant or firm of
independent public accountants under the
Securities Act of 1933, as amended from time to time.

         Initial Margin means the amount of cash or securities deposited
with a broker as a margin payment at the
time of purchase or sale of a futures contract.

         Initial Rate Period, with respect to shares of a series of
Municipal Preferred, shall mean the period
from and including the Date of Original Issue for such series to but
excluding the initial Dividend Payment Date
for such series.

         Interest Equivalent shall mean a yield on a 360-day basis of
a discount basis security which is equal to
the yield on an equivalent interest-bearing security.

         Inverse Floater shall mean trust certificates or other
instruments evidencing interests in one or more
municipal securities that qualify as S&P Eligible Assets (and satisfy
the issuer and size requirements of the
definition of S&P Eligible Assets) the interest rates on which are
adjusted at short-term intervals on a basis
that is inverse to the simultaneous readjustment of the interest rates
 on corresponding floating rate trust
certificates or other instruments issued by the same issuer, provided
that the ratio of the aggregate dollar
amount of floating rate instruments to inverse floating rate instruments
 issued by the same issuer does not
exceed one to one at their time or original issuance unless the floating
rate instrument has only one reset
remaining until maturity.

         Kenny Index shall have the meaning set forth under the
definition of Taxable Equivalent of the
Short-Term Municipal Bond Rate.

         Late Charge shall have the meaning specified in paragraph
2(e)(i)(B) of Part I of this Section 12.1.

         Liquidation Preference, with respect to a given number
 of shares of Municipal Preferred, means $25,000
times that number.

         Market Value of any asset of the Trust means the market
 value thereof determined by the pricing service
designated from time to time by the Board of Trustees.  Market
 Value of any asset shall include any interest
accrued thereon.  The pricing service will use current industry
standards to value portfolio securities.  The
pricing service may employ electronic data processing techniques
 or a matrix system, or both, to determine
valuations.  Securities for which quotations are not readily
available shall be valued at fair value as
determined by the pricing service using methods which include
consideration of:  yields or prices of municipal
bonds of comparable quality, type of issue, coupon, maturity and
 rating; indications as to value from dealers;
and general market conditions.  In the event the pricing service
is unable to value a security, the security
shall be valued at the lower of two dealer bids obtained by the
Trust from dealers who are nationally recognized
members of the National Association of Securities Dealers, Inc. who
are independent of the investment advisor to
the Trust and make a market in the security, at least one of which
shall be in writing.  Futures contracts and
options are valued at closing prices for such instruments established
 by the exchange or board of trade on which
they are traded, or if market quotations are not readily available,
 are valued at fair value on a consistent
basis using methods determined in good faith by the Trustees.

         Maximum Potential Gross-up Payment Liability, as of any
Valuation Date, shall mean the aggregate amount
of Gross-up Payments that would be due if the Trust were to make
Taxable Allocations, with respect to any taxable
year, estimated based upon dividends paid and the amount of
undistributed realized net capital gains and other
taxable income earned by the Trust, as of the end of the calendar
month immediately preceding such Valuation
Date, and assuming such Gross-up Payments are fully taxable.

         Maximum Rate, for shares of a series of Municipal Preferred
 on any Auction Date for shares of such
series, shall mean:

(i)      in the case of any Auction Date which is not the Auction
 Date immediately prior to the first day of any
          proposed Special Rate Period designated by the Trust
 pursuant to paragraph 4 of Part I of this
          Section 12.1, the product of (A) the Reference Rate
on such Auction Date for the next Rate Period of
          shares of such series and (B) the Rate Multiple on such
 Auction Date, unless shares of such series have
          or had a Special Rate Period (other than a Special Rate
 Period of 28 Rate Period Days or fewer) and an
          Auction at which Sufficient Clearing Bids existed has not
 yet occurred for a Minimum Rate Period of
          shares of such series after such Special Rate Period, in
which case the higher of:

(A)       the dividend rate on shares of such series for the
then-ending Rate Period; and

(B)       the product of (1) the higher of (x) the Reference Rate on
such Auction Date for a Rate Period equal in
                  length to the then-ending Rate Period of shares of
 such series, if such then-ending Rate Period
                  was 364 Rate Period Days or fewer, or the Treasury
 Note Rate on such Auction Date for a Rate
                  Period equal in length to the then-ending Rate
Period of shares of such series, if such
                  then-ending Rate Period was more than 364 Rate
Period Days, and (y) the Reference Rate on such
                  Auction Date for a Rate Period equal in length to
 such Special Rate Period of shares of such
                  series, if such Special Rate Period was 364 Rate
 Period Days or fewer, or the Treasury Note
                  Rate on such Auction Date for a Rate Period equal
in length to such Special Rate Period, if
                  such Special Rate Period was more than 364 Rate
 Period Days and (2) the Rate Multiple on such
                  Auction Date; or

(ii)     in the case of any Auction Date which is the Auction Date
immediately prior to the first day of any
         proposed Special Rate Period designated by the Trust
pursuant to paragraph 4 of Part I of this
         Section 12.1, the product of (A) the highest of (1) the
Reference Rate on such Auction Date for a Rate
         Period equal in length to the then-ending Rate Period of
shares of such series, if such then-ending Rate
         Period was 364 Rate Period Days or fewer, or the Treasury
Note Rate on such Auction Date for a Rate
         Period equal in length to the then-ending Rate Period of
shares of such series, if such then-ending Rate
         Period was more than 364 Rate Period Days, (2) the Reference
 Rate on such Auction Date for the Special
         Rate Period for which the Auction is being held if such
Special Rate Period is 364 Rate Period Days or
         fewer or the Treasury Note Rate on such Auction Date for the
Special Rate Period for which the Auction
         is being held if such Special Rate Period is more than 364
Rate Period Days, and (3) the Reference Rate
         on such Auction Date for Minimum Rate Periods and (B) the
Rate Multiple on such Auction Date.

         Minimum Rate Period shall mean any Rate Period
 consisting of 7 Rate Period Days.

         Moodys shall mean Moodys Investors Service, Inc.,
 a StateplaceDelaware corporation, and its successors.

         Moodys Discount Factor shall mean, for purposes of
determining the Discounted Value of any Moodys
Eligible Asset, the percentage determined by reference to the
rating on such asset and the shortest Exposure
Period set forth opposite such rating that is the same length
as or is longer than the Moodys Exposure Period, in
accordance with the table set forth below:

Rating Category_________________________________

Exposure Period Aaa*Aa*A*Baa*Other**(V)stocktickerMSP-1+**** Unrated*****
7 weeks             151% 159% 166% 173% 187%   136% 148%  225%
8 weeks or less but
9 weeks or less but 156  163  170  177  192   138  150  240

.........*        Moodys rating.
.........**       Municipal Obligations not rated by Moodys but
rated BBB by S&P.
         ***      Municipal Obligations rated stocktickerMIG-1 or
VMIG-1, which do not mature or have a demand
                  feature at par exercisable in 30 days and which
do not have a long-term rating.
         ****     Municipal Obligations not rated by Moodys but rated
SP-1+ by S&P, which do not mature or have a
                  demand feature at par exercisable in 30 days and which
do not have a long-term rating.
         *****    Municipal Obligations rated less than Baa3 by Moodys or
less than BBB by S&P or not rated by
                  Moodys or S&P.

         Notwithstanding the foregoing, (i) the Moodys Discount Factor
 for short-term Municipal Obligations will
be 115%, so long as such Municipal Obligations are rated at least
stocktickerMIG-1, VMIG-1 or P-1 by Moodys and
mature or have a demand feature at par exercisable in 30 days or less,
or 125%, so long as such Municipal
Obligations are rated at least A-1+/AA or SP-1+/AA by S&P and mature or
 have a demand feature at par exercisable
in 30 days or less, and (ii) no Moodys Discount Factor will be applied
to cash or to Receivables for Municipal
Obligations Sold or futures, options and similar instruments (to the
extent such securities are Moodys Eligible
Assets); provided, however, that for purposes of determining the Moodys
Discount Factor applicable to a Municipal
Obligation, any Municipal Obligation (excluding any short-term Municipal
 Obligation) not rated by Moodys but
rated by S&P shall be deemed to have a Moodys rating which is one full
rating category lower than its S&P rating.

         Moodys Eligible Asset shall mean cash, Receivables for
Municipal Obligations Sold, futures, options and
similar instruments (other than Inverse Floaters and index warrants)
or a Municipal Obligation that (i) pays
interest in cash, (ii) does not have its Moodys rating, if applicable,
 suspended by Moodys, (iii) is part of an
issue of Municipal Obligations of at least $10,000,000, and (iv) is not
 subject to a covered call or a covered
put option written by the Trust.  Municipal Obligations issued by any one
issuer and not rated by Moodys or rated
lower than Baa3 by Moodys and not rated by S&P or rated lower than BBB by
S&P (Unrated Moodys Municipal
Obligations) may comprise no more than 4% of total Moodys Eligible Assets;
such Unrated Moodys Municipal
Obligations, if any, together with any Municipal Obligations issued by the
same issuer and rated BBB by S&P may
comprise no more than 4% of total Moodys Eligible Assets; such BBB-rated
Municipal Obligations and Unrated Moodys
Municipal Obligations, if any, together with any Municipal Obligations
issued by the same issuer and rated Baa by
Moodys or A by S&P may comprise no more than 6% of total Moodys Eligible
 Assets; such BBB, Baa and A-rated
Municipal Obligations and Unrated Moodys Municipal Obligations, if any,
 together with any Municipal Obligations
issued by the same issuer and rated A by Moodys or AA by S&P, may comprise
no more than 10% of total Moodys
Eligible Assets; and such BBB, Baa, A and AA-rated Municipal Obligations
 and Unrated Moodys Municipal
Obligations, if any, together with any Municipal Obligations issued by
 the same issuer and rated Aa by Moodys or
stocktickerAAA by S&P, may comprise no more than 20% of total Moodys
 Eligible Assets.  For purposes of the
foregoing sentence, any Municipal Obligation backed by the guaranty,
letter of credit or insurance issued by a
third party shall be deemed to be issued by such third party if the
issuance of such third-party credit is the
sole determinant of the rating on such Municipal Obligations.
 Municipal Obligations issued by issuers located
within a single state or territory and not rated by Moodys or rated
 lower than Baa3 by Moodys and not rated by
S&P or rated lower than BBB by S&P may comprise no more than 12% of
total Moodys Eligible Assets; such Unrated
Moodys Municipal Obligations, if any, together with any Municipal
Obligations issued by issuers located within
the same state or territory and rated BBB by S&P may comprise no more
than 12% of total Moodys Eligible Assets;
such BBB-rated Municipal Obligations and Unrated Moodys Municipal
Obligations, if any, together with any
Municipal Obligations issued by issuers located within the same state
or territory and rated Baa by Moodys or A
by S&P, may comprise no more than 20% of total Moodys Eligible Assets;
 such BBB, Baa and A-rated Municipal
Obligations and Unrated Moodys Municipal Obligations, if any, together
 with any Municipal Obligations issued by
issuers located within the same state or territory and rated A by Moodys
 or AA by S&P, may comprise no more than
40% of total Moodys Eligible Assets; and such BBB, Baa, A and AA-rated
 Municipal Obligations and Unrated Moodys
Municipal Obligations, if any, together with any Municipal Obligations
 issued by issuers located within the same
state or territory and rated Aa by Moodys or stocktickerAAA by S&P, may
 comprise no more than 60% of total Moodys
Eligible Assets.  Municipal Obligations which are not rated by Moodys or
S&P may comprise no more than 40% of the
aggregate Market Value of Moodys Eligible Assets; provided, however, that
 if the Market Value of such Municipal
Obligations exceeds 40% of the aggregate Market Value of Moodys Eligible
 Assets, a portion of such Municipal
Obligations (selected by the Trust) shall not be considered Moodys
Eligible Assets, so that the Market Value of
such Municipal Obligations (excluding such portion) does not exceed
40% of the aggregate Market Value of Moodys
Eligible Assets; provided, however, that no such unrated Municipal
Obligation shall be considered a Moodys
Eligible Asset if such Municipal Obligation shall be in default,
 which term shall mean for purposes of this
definition, either (a) the nonpayment by the issuer of interest or
 principal when due or (b) the notification of
the Trust by the trustee under the underlying indenture or other
governing instrument for such Municipal
Obligation that the issuer will fail to pay when due principal or
 interest on such Municipal Obligation.  For
purposes of applying the foregoing requirements, a Municipal
Obligation shall be deemed to be rated BBB by S&P if
rated BBB-, BBB or BBB+ by S&P, Moodys Eligible Assets shall be
calculated without including cash, and Municipal
Obligations rated stocktickerMIG-1, VMIG-1 or P-1 or, if not rated by
 Moodys, rated A-1+/Aa or SP-1+/AA by S&P,
shall be considered to have a long-term rating of A.  When the Trust
sells a Municipal Obligation and agrees to
repurchase such Municipal Obligation at a future day, such Municipal
 Obligation shall be valued at its Discounted
Value for purposes of determining Moodys Eligible Assets, and the
amount of the repurchase price of such
Municipal Obligation shall be included as a liability for purposes of
 calculating the Municipal Preferred Basic
Maintenance Amount.  When the Trust purchases a Moodys Eligible Asset
 and agrees to sell it at a future date,
such Eligible Asset shall be valued at the amount of cash to be
received by the Trust upon such future date,
provided that the counterparty to the transaction has a long-term debt
 rating of at least A2 and a short-term
debt rating of at least P1 from Moodys and the transaction has a term
of no more than 30 days; otherwise such
Eligible Asset shall be valued at the Discounted Value of such Eligible
 Asset.  For purposes of determining the
aggregate Discounted Value of Moodys Eligible Assets, such aggregate
 amount shall be reduced with respect to any
futures contracts as set forth in paragraph 10(a) of Part I of this

 Section 12.1.

         Notwithstanding the foregoing, an asset will not be considered
 a Moodys Eligible Asset to the extent it
is (i) subject to any material lien, mortgage, pledge, security interest or
 security agreement of any kind
(collectively, Liens), except for (a) Liens which are being contested in
good faith by appropriate proceedings
and which Moodys has indicated to the Trust will not affect the status of
such asset as a Moodys Eligible Asset,
(b) Liens for taxes that are not then due and payable or that can be paid
thereafter without penalty, (c) Liens
to secure payment for services rendered or cash advanced to the Trust by
 Massachusetts Financial Services
Company, The Chase Manhattan Bank or the Auction Agent and (d) Liens by
 virtue of any repurchase agreement or
futures contract; or (ii) deposited irrevocably for the payment of any
liabilities for purposes of determine the
Municipal Preferred Basic Maintenance Amount.

         Moodys Exposure Period shall mean the period commencing on a
 given Valuation Date and ending 49 days
thereafter.


24
127436
         Moodys Volatility Factor shall mean, as of any Valuation Date,
(i) in the case of any Minimum Rate
Period, any Special Rate period of 28 Rate Period Days or fewer, or any
Special Rate Period of 57 Rate Period
Days or more, a multiplicative factor equal to 275%, except as otherwise
 provided in the last sentence of this
definition; (ii) in the case of any Special Rate Period of more than 28
but fewer than 36 Rate Period Days, a
multiplicative factor equal to 203%; (iii) in the case of any Special
Rate Period of more than 35 but fewer than
43 Rate Period Days, a multiplicative factor equal to 217%; (iv) in the
case of any Special Rate Period of more
than 42 but fewer than 50 Rate Period Days, a multiplicative factor equal
 to 226%; and (v) in the case of any
Special Rate Period of more than 49 but fewer than 57 Rate Period Days,
a multiplicative factor equal to 235%.
If, as a result of the enactment of changes to the Code, the greater of
the maximum marginal Federal individual
income tax rate applicable to ordinary income and the maximum marginal
 Federal corporate income tax rate
applicable to ordinary income will increase, such increase being rounded
up to the next five percentage points
(the Federal Tax Rate Increase), until the effective date of such increase
 the Moodys Volatility Factor in the
case of any Rate Period described in (i) above in this definition instead
 shall be determined by reference to the
following table:

      Federal                                     Volatility
Tax Rate Increase                              Factor

 5%                                            295%
 10%                                            317%
15%                                            341%
 20%                                            369%
 25%                                            400%
 30%                                            436%
35%                                            477%
40%                                            525%

         Municipal Obligations shall mean Municipal Obligations
as defined in the Trusts registration statement
on Form N-2 as filed with the Securities and Exchange Commission on
dateYear1999Day20Month8lstransAugust 20, 1999
(the Registration Statement).

         Municipal Preferred shall mean the Municipal Auction Rate
Cumulative Preferred Shares, Series T, without
par value, liquidation preference $25,000 per share, of the Trust,
 or the Municipal Auction Rate Cumulative
Preferred Shares, Series W, without par value, liquidation preference
$25,000 per share, of the Trust, or both,
as the case may be.

         Municipal Preferred Basic Maintenance Amount, as of any
 Valuation Date, shall mean the dollar amount
equal to the sum of (i) (A) the product of the number of shares of
 Municipal Preferred outstanding on such date
multiplied by $25,000 (plus the product of the number of shares of
 any other series of Preferred Shares
outstanding on such date multiplied by the liquidation preference of
 such shares),  plus any redemption premium
applicable to shares of Municipal Preferred (or other Preferred Shares)
then subject to redemption; (B) the
aggregate amount of dividends that will have accumulated at the
respective Applicable Rates (whether or not
earned or declared) to (but not including) the first respective Dividend
Payment Dates for shares of Municipal
Preferred outstanding that follow such Valuation Date (plus the aggregate
amount of dividends, whether or not
earned or declared, that will have accumulated in respect of other
 outstanding Preferred Shares to, but not
including, the first respective dividend payment dates for such other
 shares that follow such Valuation Date);
(C) the aggregate amount of dividends that would accumulate on shares
 of each series of Municipal Preferred
outstanding from such first respective Dividend Payment Date therefor
 through the 49th day after such Valuation
Date, at the Maximum Rate (calculated as if such Valuation Date were
the Auction Date for the Rate Period
commencing on such Dividend Payment Date) for a Minimum Rate Period of
 shares of such series to commence on such
Dividend Payment Date, assuming, solely for purposes of the foregoing,
that if on such Valuation Date the Trust
shall have delivered a Notice of Special Rate Period to the Auction Agent
pursuant to paragraph 4(d)(i) of Part I
of this Section 12.1 with respect to shares of such series, such Maximum
 Rate shall be the higher of (a) the
Maximum Rate for the Special Rate Period of shares of such series to
 commence on such Dividend Payment Date and
(b) the Maximum Rate for a Minimum Rate Period of shares of such series
to commence on such Dividend Payment
Date, multiplied by the Volatility Factor applicable to a Minimum Rate
 Period, or, in the event the Trust shall
have delivered a Notice of Special Rate Period to the Auction Agent
pursuant to paragraph 4(d)(i) of Part I of
this Section 12.1 with respect to shares of such series designating a
 Special Rate Period consisting of 49 Rate
Period Days or more, the Volatility Factor applicable to a Special Rate
 Period of that length (plus the aggregate
amount of dividends that would accumulate at the maximum dividend rate
or rates on any other Preferred Shares
outstanding from such respective dividend payment dates through the 49th
 day after such Valuation Date, as
established by or pursuant to the respective statements establishing and
 fixing the rights and preferences of
such other Preferred Shares) (except that (1) if such Valuation Date
occurs at a time when a Failure to Deposit
(or, in the case of Preferred Shares other than Municipal Preferred, a
failure similar to a Failure to Deposit)
has occurred that has not been cured, the dividend for purposes of
calulation would accumulate at the current
dividend rate then applicable to the shares in respect of which such
failure has occurred and (2) for those days
during the period described in this subparagraph (C) in respect of
which the Applicable Rate in effect
immediately prior to such Dividend Payment Date will remain in effect
(or, in the case of the Preferred Shares
other than Municipal Preferred, in respect of which the dividend rate
or rates in effect immediately prior to
such respective dividend payment dates will remain in effect), the
dividend for purposes of calculation would
accumulate at such Applicable Rate (or other rate or rates, as the
case may be) in respect of those days); (D)
the amount of anticipated expenses of the Trust for the 90 days
subsequent to such Valuation Date; (E) the amount
of the Trusts Maximum Potential Gross-up Payment Liability in respect
 of shares of Municipal Preferred (and
similar amounts payable in respect of other Preferred Shares pursuant
 to provisions similar to those contained in
paragraph 3 of Part I of this Section 12.1) as of such Valuation Date;
and (F) any current liabilities as of such
Valuation Date to the extent not reflected in any of (i) (A) through
 (i)(E) (including, without limitation, any
payables for Municipal Obligations purchased as of such Valuation Date
 and any liabilities incurred for the
purpose of clearing securities transactions) less (ii) the value
(i.e., for purposes of current Moodys
guidelines, the face value of cash, short-term Municipal Obligations
 rated stocktickerMIG-1, VMIG-1 or P-1, and
short-term securities that are the direct obligation of the U.S.
 government, provided in each case that such
securities mature on or prior to the date upon which any of (i) (A)
through (i)(F) become payable, otherwise the
Moodys Discounted Value or for purposes of current S&P guides, the
 face value of cash, short-term municipal
securities rated A-1+ or SP-1+ and mature or have a demand feature
exercisable in 30 days or less, and short-term
securities that are the direct obligation of the U.S. government,
 provided in each case that such securities
mature on or prior to the date upon which any of (i)(A) through
(i)(F) become payable, otherwise S&Ps Discounted
Value) of any of the Trusts assets irrevocably deposited by the
Trust for the payment of any of (i) (A) through
(i)(F).

         Municipal Preferred Basic Maintenance Cure Date, with respect
to the failure by the Trust to satisfy the
Municipal Preferred Basic Maintenance Amount (as required by paragraph
7(a) of Part I of this Section
12.1) as a
given Valuation Date, shall mean the second Business Day following
 such Valuation Date.

         Municipal Preferred Basic Maintenance Report shall mean a report
 signed by the President, Treasurer,
Controller, Secretary or any Senior Vice President or Vice President of
 the Trust which sets forth, as of the
related Valuation Date, the assets of the Trust, the Market Value and
 the Discounted Value thereof (seriatim and
in aggregate), and the Municipal Preferred Basic Maintenance Amount.

         1940 Act shall mean the Investment Company Act of 1940, as
 amended from time to time.

         1940 Act Cure Date, with respect to the failure by the Trust
to maintain the 1940 Act Municipal
Preferred Asset Coverage (as required by paragraph 7 of Part I of this
 Section 12.1) as of the last Business Day
of each month, shall mean the last Business Day of the following month.

         1940 Act Municipal Preferred Asset Coverage shall mean 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 shares of
beneficial interest, including all outstanding shares of Municipal
 Preferred (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).

         Notice of Redemption shall mean any notice with respect to
the redemption of shares of Municipal
Preferred pursuant to paragraph 11(c) of Part I of this Section 12.1.

         Notice of Special Rate Period shall mean any notice with
 respect to a Special Rate Period of shares of
Municipal Preferred pursuant to paragraph 4(d)(i) of Part I of this
 Section 12.1.

         Order and Orders shall have the respective meanings specified
 in paragraph 1(a) of Part II of this
Section 12.1.

         Outstanding shall mean, as of any Auction Date with respect
 to shares of any series of Municipal
Preferred, the number of shares of such series theretofore issued by
the Trust except, without duplication, (i)
any shares of such series theretofore canceled or delivered to the
Auction Agent for cancellation or redeemed by
the Trust, (ii) any shares of such series as to which the Trust or
 any Affiliate thereof shall be an Existing
Holder and (iii) any shares of such series represented by any
certificate in lieu of which a new certificate has
been executed and delivered by the Trust.

         Persons shall mean and include an individual, a partnership,
 a corporation, a trust, an unincorporated
association, a joint venture or other entity or a government or any
agency or political subdivision thereof.

         Potential Beneficial Owner, with respect to shares of a series
of Municipal Preferred, shall mean a
customer of a Broker-Dealer that is not a Beneficial Owner of shares
of such series but that wishes to purchase
shares of such series, or that is a Beneficial Owner of shares of such
series that wishes to purchase additional
shares of such series.

         Potential Holder, with respect to shares of a series of Municipal
 Preferred, shall mean a Broker-Dealer
(or any such other person as may be permitted by the Trust) that is
 not an Existing Holder of shares of such
series or that is an Existing Holder of shares of such series that
wishes to become the Existing Holder of
additional shares of such series.

         Preferred Shares shall mean the preferred shares, without
 par value, of the Trust, and includes the
shares of Municipal Preferred.

         Rate Multiple, for shares of a series of Municipal
 Preferred on any Auction Date for shares of such
series, shall mean the percentage, determined as set forth below,
based on the prevailing rating of shares of
such series in effect at the close of business on the Business Day
next preceding such Auction Date:

         Prevailing Rating              Percentage
         aa3/AA- or higher.............   110%
         a3/A-.........................   125%
         baa3/BBB-.....................   150%
         ba3/BB-.......................   200%
         Below ba3/BB-.................   250%

provided, however, that in the event the Trust has notified the Auction
 Agent of its intent to allocate income
taxable for Federal income tax purposes to shares of such series prior
 to the Auction establishing the Applicable
Rate for shares of such series, the applicable percentage in the
 foregoing table shall be divided by the quantity
1 minus the greater of the maximum marginal regular Federal individual
 income tax rate applicable to ordinary
income or the maximum marginal regular Federal corporate income tax
rate applicable to ordinary income.

         For purposes of this definition, the prevailing rating of
shares of a series of Municipal Preferred
shall be (i) aa3/AA- or higher if such shares have a rating of aa3
or better by Moodys and AA- or better by S&P
or the equivalent of such ratings by such agencies or a substitute
rating agency or substitute rating agencies
selected as provided below, (ii) if not aa3/AA- or higher, then
a3/A- if such shares have a rating of a3 or
better by Moodys and A- or better by S&P or the equivalent of such
ratings by such agencies or a substitute
rating agency or substitute rating agencies selected as provided
below, (iii) if not aa3/AA- or higher or a3/A-,
then baa3/BBB- if such shares have a rating of baa3 or better by
Moodys and BBB- or better by S&P or the
equivalent of such ratings by such agencies or a substitute rating
agency or substitute rating agencies selected
as provided below, (iv) if not aa3/AA- or higher, a3/A- or baa3/BBB-,
then ba3/BB- if such shares have a rating
of ba3 or better by Moodys and BB- or better by S&P or the equivalent
of such ratings by such agencies or a
substitute rating agency or substitute rating agencies selected as
provided below, and (v) if not aa3/AA- or
higher, a3/A-, baa3/BBB-, or ba3/BB-, then below ba3/BB-; provided,
however, that if such shares are rated by
only one rating agency, the prevailing rating will be determined
without reference to the rating of any other
rating agency.  The Trust shall take all reasonable action necessary
 to enable either S&P or Moodys to provide a
rating for shares of Municipal Preferred.  If neither S&P nor Moodys
 shall make such a rating available, Salomon
Smith Barney Inc. or its successor shall select at least one
nationally recognized statistical rating
organization (as that term is used in the rules and regulations of
 the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended from time to time)
 to act as a substitute rating agency in
respect of shares of such series of Municipal Preferred, and the
Trust shall take all reasonable action to enable
such rating agency to provide a rating for such shares.

         Rate Period, with respect to shares of a series of
Municipal Preferred, shall mean the Initial Rate
Period of shares of such series and any Subsequent Rate Period,
 including any Special Rate Period, of shares of
such series.

         Rate Period Days, for any Rate Period or Dividend Period,
means the number of days that would constitute
such Rate Period or Dividend Period but for the application of
paragraph2(d) of Part I of this Section12.1 or
paragraph4(b) of Part I of this Section12.1.

         Receivables for Municipal Obligations Sold shall mean (A) for
purposes of calculating Moodys Eligible
Assets as of any Valuation Date, no more than the aggregate of the
following:  (i) the book value of receivables
for Municipal Obligations sold as of or prior to such Valuation Date
if such receivables are due within five
business days of such Valuation Date, and if the trades which generated
such receivables are (x) settled through
clearing house firms with respect to which the Trust has received prior
written authorization from Moodys or (y)
with counterparties having a Moodys long-term debt rating of at least
Baa3; and (ii) the Moodys Discounted Value
of Municipal Obligations sold as of or prior to such Valuation Date
 which generated receivables, if such
receivables are due within five business days of such Valuation Date
but do not comply with either of the
conditions specified in (i) above, and (B) for purposes of calculating
 S&P Eligible Assets as of any Valuation
Date, the book value of receivables for Municipal Obligations sold as
of or prior to such Valuation Date if such
receivables are due within five business days of such Valuation Date.

         Redemption Price shall mean the applicable redemption price
 specified in paragraph 11(a) or (b) of Part
I of this Section 12.1.

         Reference Rate shall mean (i) the higher of the Taxable
Equivalent of the Short-Term Municipal Bond Rate
and the AA Composite Commercial Paper Rate in the case of Minimum
Rate Periods and Special Rate Periods of 28
Rate Period Days or fewer; (ii) the AA Composite Commercial Paper
Rate in the case of Special Rate Periods of
more than 28 Rate Period Days but fewer than 183 Rate Period Days;
 and (iii) the Treasury Bill Rate in the case
of Special Rate Periods of more than 182 Rate Period Days but fewer
 than 365 Rate Period Days.

         Registration Statement has the meaning specified in the
definition of Municipal Obligations.

         S&P means Standard & Poors Ratings Services, a division
of The McGraw-Hill Companies, Inc., and its
successors.

         S&P Discount Factor shall mean, for purposes of determining
the Discounted Value of any S&P Eligible
Asset, the percentage determined by reference to the rating on such
asset and the shortest S&P Exposure Period
set forth opposite such rating that is the same length as or is longer
than the S&P Exposure Period, in
accordance with the table set forth below:

Rating Category ______________

127436
42
Exposure Period  stocktickerAAA*   AA*    A*      BBB*
Unrated**       Zeros***

45 Business Days.   190%     195%     210%   250%      220%     572%
25 Business Days.   170      175      190    230       220      496
10 Business Days.  155      160      175    215       220      426
  7 Business Days.  150      155      170    210       220      411
  3 Business Days.  130      135      150    190       220      388
______________
*      S&P rating.

**     S&P Eligible Assets not rated by S&P or rated less than BBB by
S&P and not rated at least the equivalent
       of an A rating by another nationally recognized credit rating agency.

***    Municipal Obligations rated stocktickerAAA by S&P which are not
interest bearing or do not pay interest at
       least semi-annually.

         Notwithstanding the foregoing, (i) the S&P Discount Factor
for short-term Municipal Obligations will be
115%, so long as such Municipal Obligations are rated A-1+ or SP-1+
 by S&P and mature or have a demand feature
exercisable within 30 days or less, 120% if such Municipal Obligations
are rated A-1 or SP-1- by S&P and mature
or have a demand feature exercisable within 30 days or less, or 125% if
such Municipal Obligations are not rated
by S&P but are rated VMIG-1, P-1 or stocktickerMIG-1 by Moodys; provided,
 however, that any such Moodys-rated
short-term Municipal Obligations which have demand features exercisable
within 30 days or less must be backed by
a letter of credit, liquidity facility or guarantee from a bank or other
 financial institution with a short-term
rating of at least A-1+ from S&P; and further provided that such
Moodys-rated short-term Municipal Obligations
may comprise no more than 50% of short-term Municipal Obligations
that qualify as S&P Eligible Assets; (ii) no
S&P Discount Factor will be applied to cash, options and similar
instruments or to Receivables for Municipal
Obligations Sold, except that S&P Discount Factors will be applied
 to futures and Inverse Floaters; and (iii)
except as set forth in clause (i) above, in the case of any Municipal
 Obligation that is not rated by S&P but
qualifies as an S&P Eligible Asset pursuant to clause (iii) of that
definition, such Municipal Obligation will be
deemed to have an S&P rating one full rating category lower than the
 S&P rating category that is the equivalent
of the rating category in which such Municipal Obligation is placed
by such other nationally recognized credit
rating agency.  For purposes of the foregoing, Anticipation Notes
rated SP-1+ or, if not rated by S&P, rated
stocktickerMIG-1 or VMIG-1 by Moodys, which do not mature or have a
 demand feature at par exercisable in 30 days
and which do not have a long-term rating, shall be considered to be
 short-term Municipal Obligations.

         S&P Eligible Asset shall mean cash (excluding any cash
irrevocably deposited by the Trust for the
payment of any liabilities within the meaning of Municipal Preferred
 Basic Maintenance Amount), Receivables for
Municipal Obligations Sold, futures, options, Inverse Floaters and
similar instruments or a Municipal Obligation
owned by the Trust that (i) is interest bearing and pays interest at
 least semi-annually; (ii) is payable with
respect to principal and interest in U.S. Dollars; (iii) is publicly
 rated BBB or higher by S&P or, except in the
case of Anticipation Notes that are Grant Anticipation Notes or Bond
Anticipation Notes which must be rated by
S&P to be included in S&P Eligible Assets, if not rated by S&P but
rated by another nationally recognized credit
rating agency, is rated at least A by such agency; (iv) is not part
of a private placement of Municipal
Obligations (except in the case of Inverse Floaters); (v) is part of
 an issue of Municipal Obligations with an
original issue size of at least $20 million or, if of an issue with
 an original issue size below $20 million (but
in no event below $10 million), is issued by an issuer with a total of
 at least $50 million of securities
outstanding; and (vi) is not subject to a covered call or covered put
option written by the Trust.  Solely for
purposes of this definition, the term Municipal Obligation means any
 obligation the interest on which is exempt
from regular Federal income taxation and which is issued by any of the
 fifty United States, the District of
Columbia or any of the territories of the United States, their
subdivisions, counties, cities, towns, villages,
school districts and agencies (including authorities and special
 districts created by the states), and federally
sponsored agencies such as local housing authorities.
Notwithstanding the foregoing limitations:

(1)      Municipal Obligations (excluding Escrowed Bonds) of any one
 issuer or guarantor (excluding bond
         insurers) shall be considered S&P Eligible Assets only to the
extent the Market Value of such Municipal
         Obligations does not exceed 10% of the aggregate Market Value
of S&P Eligible Assets, provided that 2%
         is added to the applicable S&P Discount Factor for every 1% by
 which the Market Value of such Municipal
         Obligations exceeds 5% of the aggregate Market Value of S&P
Eligible Assets, and provided that Municipal
         Obligations (excluding Escrowed Bonds) not rated by S&P or
rated less than BBB by S&P or not rated at
         least A by another nationally recognized credit rating agency
of any one issuer or guarantor (excluding
         bond insurers) shall constitute S&P Eligible Assets only to
 the extent the Market Value of such
         Municipal Obligations does not exceed 5% of the aggregate
 Market Value of S&P Eligible Assets;

(2)      Municipal Obligations not rated at least BBB by S&P or not
 rated by S&P and  not rated at least A by
           another nationally recognized credit rating agency shall
 be considered S&P Eligible Assets only to the
           extent the Market Value of such Municipal Obligations
does not exceed 50% of the aggregate Market
           Value of S&P Eligible Assets; provided, however, that
if the Market Value of such Municipal
           Obligations exceeds 50% of the aggregate Market Value
of S&P Eligible Assets, a portion of such
           Municipal Obligations (selected by the Trust) shall not
be considered S&P Eligible Assets, so that the
           Market Value of such Municipal Obligations (excluding
such portion) does not exceed 50% of the
           aggregate Market Value of S&P Eligible Assets;

(3)      Long-term Municipal Obligations (excluding Escrowed Bonds)
 issued by issuers in any one state or
           territory shall be considered S&P Eligible Assets only to
the extent that the Market Value of such
           Municipal Obligations does not exceed 25% of the aggregate
Market Value of S&P Eligible Assets; and

(4)      Municipal Obligations which are not interest bearing or do
not pay interest at least semi-annually shall
           be considered S&P Eligible Assets if rated stocktickerAAA
 by S&P.

         For purposes of determining the aggregate Discounted Value
of S&Ps Eligible Assets, such aggregate
amount shall be reduced with respect to any futures contracts as set
forth in paragraph 10(a) of Part I of this
Section 12.1.

         S&P Exposure Period shall mean the period commencing on a
given Valuation Date and ending three business
days thereafter.

         S&P Volatility Factor shall mean, as of any Valuation Date,
a multiplicative factor equal to (i) 305% in
the case of any Minimum Rate Period or any Special Rate Period of 28
Rate Period Days or fewer; (ii) 268% in the
case of any Special Rate Period of more than 28 Rate Period Days but
fewer than 183 Rate Period Days; and (iii)
204% in the case of any Special Rate Period of more than 182 Rate
 Period Days.

         Securities Depository shall mean The Depository Trust Company
and its successors and assigns or any
other securities depository selected by the Trust which agrees to follow
 the procedures required to be followed
by such securities depository in connection with shares of Municipal
Preferred.

         Sell Order and Sell Orders shall have the respective meanings
 specified in paragraph 1(a) of Part II of
this Section 12.1.

         Special Rate Period, with respect to shares of a series of
 Municipal Preferred, shall have the meaning
specified in paragraph 4(a) of Part I of this Section 12.1.

         Special Redemption Provisions shall have the meaning specified
 in paragraph 11(a)(i) of Part I of this
Section 12.1.

         Submission Deadline shall mean 1:30 P.M., CityplaceNew York
City time, on any Auction Date or such other
time on any Auction Date by which Broker-Dealers are required to submit
 Orders to the Auction Agent as specified
by the Auction Agent from time to time.

         Submitted Bid and Submitted Bids shall have the respective
 meanings specified in paragraph 3(a) of Part
II of this Section 12.1.

         Submitted Hold Order and Submitted Hold Orders shall have the
respective meanings specified in
paragraph 3(a) of Part II of this Section 12.1.

         Submitted Order and Submitted Orders shall have the respective
 meanings specified in paragraph 3(a) of
Part II of this Section 12.1.

         Submitted Sell Order and Submitted Sell Orders shall have the
 respective meanings specified in
paragraph 3(a) of Part II of this Section 12.1.

         Subsequent Rate Period, with respect to shares of a series of
Municipal Preferred, shall mean the period
from and including the first day following the Initial Rate Period of
shares of such series to but excluding the
next Dividend Payment Date for shares of such series and any period
thereafter from and including one Dividend
Payment Date for shares of such series to but excluding the next
 succeeding Dividend Payment Date for shares of
such series; provided, however, that if any Subsequent Rate Period
is also a Special Rate Period, such term shall
mean the period commencing on the first day of such Special Rate
Period and ending on the last day of the last
Dividend Period thereof.

         Substitute Commercial Paper Dealer shall mean CS First
Boston or Morgan Stanley & Co. Incorporated or
their respective affiliates or successors, if such entity is a
 commercial paper dealer; provided, however, that
none of such entities shall be a Commercial Paper Dealer.

         Substitute U.S. Government Securities Dealer shall mean
CS First Boston and Merrill Lynch, Pierce,
Fenner & Smith Incorporated or their respective affiliates or
successors, if such entity is a U.S. Government
securities dealer; provided, however, that none of such entities
shall be a U.S. Government Securities Dealer.

         Sufficient Clearing Bids shall have the meaning specified
in paragraph 3(a) of Part II of this
Section 12.1.

         Taxable Allocation shall have the meaning specified in
paragraph 3 of Part I of this Section 12.1.

         Taxable Equivalent of the Short-Term Municipal Bond Rate,
on any date for any Minimum Rate Period or
Special Rate Period of 28 Rate Period Days or fewer, shall mean 90%
 of the quotient of (A) the per annum rate
expressed on an interest equivalent basis equal to the S&P Kenny 30
day High Grade Index or any successor index
(the Kenny Index) (provided, however, that any such successor index
 must be approved by Moodys (if Moodys is then
rating the shares of Municipal Preferred) and S&P (if S&P is then rating
 the shares of Municipal Preferred)),
made available for the Business Day immediately preceding such date but
 in any event not later than 8:30 A.M.,
New York City time, on such date by S&P J.J. Kenny Evaluation Services
or any successor thereto, based upon
30-day yield evaluations at par of short-term bonds the interest on
 which is excludable for regular Federal
income tax purposes under the Code, of high grade component issuers
 selected by S&P J.J. Kenny Evaluation
Services or any such successor from time to time in its discretion,
which component issuers shall include,
without limitation, issuers of general obligation bonds, but shall
exclude any bonds the interest on which
constitutes an item of tax preference under Section 57(a)(5) of the
Code, or successor provisions, for purposes
of the alternative minimum tax, divided by (B) 1.00 minus the greater
of the maximum marginal regular Federal
individual income tax rate applicable to ordinary income or the maximum
 marginal regular Federal corporate income
tax rate applicable to ordinary income (in each case expressed as a
decimal); provided, however, that if the
Kenny Index is not made so available by 8:30 A.M., New York City time,
 on such date by S&P J.J. Kenny Evaluation
Services or any successor, the Taxable Equivalent of the Short-Term
Municipal Bond Rate shall mean the quotient
of (A) the per annum rate expressed on an interest equivalent basis
 equal to the most recent Kenny Index so made
available for any preceding Business Day, divided by (B) 1.00 minus
 the greater of the maximum marginal regular
Federal individual income tax rate applicable to ordinary income or
 the maximum marginal regular Federal
corporate income tax rate applicable to ordinary income (in each case
 expressed as a decimal).

         Taxable Income shall have the meaning specified in paragraph
3(c) of Part II of this Section 12.1.

         Treasury Bill shall mean a direct obligation of the U.S.
 Government having a maturity at the time of
issuance of 364 days or less.

         Treasury Bill Rate, on any date for any Rate Period, shall
 mean (i) the bond equivalent yield,
calculated in accordance with prevailing industry convention, of the
 rate on the most recently auctioned Treasury
Bill with a remaining maturity closest to the length of such Rate Period,
as quoted in The Wall Street Journal on
such date for the Business Day next preceding such date; or (ii) in the
event that any such rate is not published
in The Wall Street Journal, then the bond equivalent yield, calculated
 in accordance with prevailing industry
convention, as calculated by reference to the arithmetic average of the
bid price quotations of the most recently
auctioned Treasury Bill with a remaining maturity closest to the length
of such Rate Period, as determined by bid
price quotations as of the close of business on the Business Day
immediately preceding such date obtained from
the U.S. Government Securities Dealers to the Auction Agent.

         Treasury Note shall mean a direct obligation of the U.S.

Government having a maturity at the time of
issuance of five years or less but more than 364 days.
         Treasury Note Rate, on any date for any Rate Period, shall
 mean (i) the yield on the most recently
auctioned Treasury Note with a remaining maturity closest to the length
 of such Rate Period, as quoted in The
Wall Street Journal on such date for the Business Day next preceding
 such date; or (ii) in the event that any
such rate is not published in The Wall Street Journal, then the yield
as calculated by reference to the
arithmetic average of the bid price quotations of the most recently
auctioned Treasury Note with a remaining
maturity closest to the length of such Rate Period, as determined by
bid price quotations as of the close of
business on the Business Day immediately preceding such date obtained
 from the U.S. Government Securities Dealers
to the Auction Agent.  If any U.S. Government Securities Dealer does not
 quote a rate required to determine the
Treasury Bill Rate or the Treasury Note Rate, the Treasury Bill Rate or
 the Treasury Note Rate shall be
determined on the basis of the quotation or quotations furnished by the
remaining U.S. Government Securities
Dealer or U.S. Government Securities Dealers and any Substitute U.S.
Government Securities Dealers selected by
the Trust to provide such rate or rates not being supplied by any U.S.
 Government Securities Dealer or U.S.
Government Securities Dealers, as the case may be, or, if the Trust
does not select any such Substitute U.S.
Government Securities Dealer or Substitute U.S. Government Securities
Dealers, by the remaining U.S. Government
Securities Dealer or U.S. Government Securities Dealers.

         U.S. Government Securities Dealer shall mean Lehman Government
Securities Incorporated, Goldman, Sachs &
Co., Salomon Smith Barney Inc. and Morgan Guaranty Trust Company of
 StateNew York or their respective affiliates
or successors, if such entity is a country-regionplaceU.S. government
securities dealer.

         Valuation Date shall mean, for purposes of determining whether
 the Trust is maintaining the Municipal
Preferred Basic Maintenance Amount, each Business Day.

         Variation Margin means, in connection with an outstanding
futures contract owned or sold by the Trust,
the amount of cash or securities paid to or received from a broker
(subsequent to the Initial Margin payment)
from time to time as the price of such futures contract fluctuates.

         Volatility Factor shall mean, as of any Valuation Date, the
 greater of the Moodys Volatility Factor and
the S&P Volatility Factor.

         Voting Period shall have the meaning specified in paragraph
 5(b) of Part I of this Section 12.1.

         Winning Bid Rate shall have the meaning specified in paragraph
3(a) of Part II of this Section 12.1.

2.        Dividends.

(a)       Ranking.  The shares of a series of Municipal Preferred shall
rank on a parity with each other, with
shares of any other series of Municipal Preferred and with shares of any
 other series of Preferred Shares as to
the payment of dividends by the Trust.

(b)       Cumulative Cash Dividends.  The Holders of shares of Municipal
Preferred of any series shall be
entitled to receive, when, as and if declared by the Board of Trustees,
out of funds legally available therefor
in accordance with the Declaration, these By-laws and applicable law,
cumulative cash dividends at the Applicable
Rate for shares of such series, determined as set forth in subparagraph
(e) of this paragraph 2, and no more
(except to the extent set forth in paragraph 3 of Part I of this Section
12.1), payable on the Dividend Payment
Dates with respect to shares of such series determined pursuant to
subparagraph (d) of this paragraph 2.  Holders
of shares of any series of Municipal Preferred shall not be entitled
to any dividend, whether payable in cash,
property or shares, in excess of full cumulative dividends, as herein
 provided, on shares of such series of
Municipal Preferred.  No interest, or sum of money in lieu of interest,
shall be payable in respect of any
dividend payment or payments on shares of Municipal Preferred which may
be in arrears, and, except to the extent
set forth in subparagraph (e)(i) of this paragraph 2, no additional sum
 of money shall be payable in respect of
any such arrearage.

(c)       Dividends Cumulative From Date of Original Issue.  Dividends
 on shares of Municipal Preferred of any
series shall accumulate at the Applicable Rate for shares of such series
 from the Date of Original Issue thereof.

(d)       Dividend Payment Dates and Adjustments Thereof.  The Dividend
 Payment Dates with respect to shares of a
series of Municipal Preferred shall be Wednesday,
dateYear1999Day1Month9lstransSeptember 1, 1999 and each
Wednesday thereafter with respect to shares of Series T Municipal
 Preferred and Thursday,
dateYear1999Day2Month9lstransSeptember 2, 1999 and each Thursday
 thereafter with respect to shares of Series W
Municipal Preferred; provided, however, that

(i) if the Wednesday or Thursday, as the case may be, on which dividends
 would otherwise be
payable on shares of such series is not a Business Day, then such
dividends shall be payable on shares
of such series on the first Business Day that falls prior to such
Wednesday or Thursday, as the case may
be; and

(ii) notwithstanding the foregoing provisions of this paragraph2(d),
the Trust in its
discretion may establish the Dividend Payment Dates in respect of any
 Special Rate Period of shares of a
series of Municipal Preferred consisting of more than 28 Rate Period
Days; provided, however, that such
dates shall be set forth in the Notice of Special Rate Period relating
to such Special Rate Period, as
delivered to the Auction Agent, which Notice of Special Rate Period shall
be filed with the Secretary of
the Trust; and further provided that (1) any such Dividend Payment Date
shall be a Business Day and (2)
the last Dividend Payment Date in respect of such Special Rate Period
 shall be the Business Day
immediately following the last day thereof, as such last day is
determined in accordance with
subparagraph (b) of paragraph 4 of Part I of this Section 12.1.

(e)       Dividend Rates and Calculation of Dividends.

(i)      Dividend Rates.  The dividend rate on shares of Municipal
 Preferred of any series during the period from
         and after the Date of Original Issue of shares of such series
 to and including the last day of the
         Initial Rate Period of shares of such series shall be equal to
 the rate per annum set forth with respect
         to shares of such series under Designation in Part I of this
Section 12.1.  For each Subsequent Rate
         Period of shares of such series thereafter, the dividend rate
 on shares of such series shall be equal to
         the rate per annum that results from an Auction for shares of
such series on the Auction Date next
         preceding such Subsequent Rate Period; provided, however, that
 if:

(A) an Auction for any such Subsequent Rate Period is not held for any
reason other than as described below,
the dividend rate on shares of such series for such Subsequent Rate
 Period will be the Maximum
Rate for shares of such series on the Auction Date therefor;

(B) any Failure to Deposit shall have occurred with respect to shares
 of such series during any Rate Period
thereof (other than any Special Rate Period consisting of more than
 364 Rate Period Days or
any Rate Period succeeding any Special Rate Period consisting of more
 than 364 Rate Period
Days during which a Failure to Deposit occurred that has not been cured),
 but, prior to 12:00
Noon, New York City time, on the third Business Day next succeeding the
date on which such
Failure to Deposit occurred, such Failure to Deposit shall have been
 cured in accordance with
subparagraph (f) of this paragraph 2 and the Trust shall have paid to
the Auction Agent a late
charge (Late Charge) equal to the sum of (1) if such Failure to Deposit
 consisted of the
failure timely to pay to the Auction Agent the full amount of dividends
with respect to any
Dividend Period of the shares of such series, an amount computed by
multiplying (x) 200% of
the Reference Rate for the Rate Period during which such Failure to
Deposit occurs on the
Dividend Payment Date for such Dividend Period by (y) a fraction, the
numerator of which shall
be the number of days for which such Failure to Deposit has not been
 cured in accordance with
subparagraph (f) of this paragraph 2 (including the day such Failure
 to Deposit occurs and
excluding the day such Failure to Deposit is cured) and the
denominator of which shall be 360,
and applying the rate obtained against the aggregate Liquidation
Preference of the outstanding
shares of such series and (2) if such Failure to Deposit consisted of the
 failure timely to
pay to the Auction Agent the Redemption Price of the shares, if any, of
 such series for which
Notice of Redemption has been mailed by the Trust pursuant to paragraph
11(c) of Part I of
this Section 12.1, an amount computed by multiplying (x) 200% of the
Reference Rate for the
Rate Period during which such Failure to Deposit occurs on the
redemption date by (y) a
fraction, the numerator of which shall be the number of days for
 which such Failure to Deposit
is not cured in accordance with subparagraph (f) of this paragraph 2
 (including the day such
Failure to Deposit occurs and excluding the day such Failure to
Deposit is cured) and the
denominator of which shall be 360, and applying the rate obtained
 against the aggregate
Liquidation Preference of the outstanding shares of such series to be
redeemed, no Auction
will be held in respect of shares of such series for the Subsequent
 Rate Period thereof and
the dividend rate for shares of such series for such Subsequent Rate
Period will be the
Maximum Rate for shares of such series on the Auction Date for such
Subsequent Rate Period;

(C) any Failure to Deposit shall have occurred with respect to shares
 of such series during any Rate Period
thereof (other than any Special Rate Period consisting of more than 364
Rate Period Days or
any Rate Period succeeding any Special Rate Period consisting of more
 than 364 Rate Period
Days during which a Failure to Deposit occurred that has not been cured)
 and, prior to 12:00
Noon, New York City time, on the third Business Day next succeeding the
 date on which such
Failure to Deposit occurred, such Failure to Deposit shall not have been
 cured in accordance
with subparagraph (f) of this paragraph 2 or the Trust shall not have paid
 the applicable Late
Charge to the Auction Agent, no Auction will be held in respect of shares
 of such series for
the first Subsequent Rate Period thereof thereafter (or for any Rate
Period thereof thereafter
to and including the Rate Period during which (1) such Failure to
Deposit is cured in
accordance with subparagraph (f) of this paragraph 2 and (2) the
Trust pays the applicable
Late Charge to the Auction Agent (the condition set forth in this
 clause (2) to apply only in
the event Moodys is rating such shares at the time the Trust cures
 such Failure to Deposit),
in each case no later than 12:00 Noon, New York City time, on the
fourth Business Day prior to
the end of such Rate Period), and the dividend rate for shares of
 such series for each such
Subsequent Rate Period shall be a rate per annum equal to the Maximum
 Rate for shares of such
series on the Auction Date for such Subsequent Rate Period (but with
 the prevailing rating for
shares of such series, for purposes of determining such Maximum Rate,
being deemed to be Below
ba3/BB-); or

(D) any Failure to Deposit shall have occurred with respect to shares
of such series during a Special Rate
Period thereof consisting of more than 364 Rate Period Days, or during
any Rate Period thereof
succeeding any Special Rate Period consisting of more than 364 Rate
Period Days during which a
Failure to Deposit occurred that has not been cured, and, prior to
 12:00 Noon, New York City
time, on the fourth Business Day preceding the Auction Date for the
 Rate Period subsequent to
such Rate Period, such Failure to Deposit shall not have been cured
 in accordance with
subparagraph (f) of this paragraph 2 or, in the event Moodys is then
rating such shares, the
Trust shall not have paid the applicable Late Charge to the Auction
Agent (such Late Charge,
for purposes of this subparagraph (D), to be calculated by using, as
 the Reference Rate, the
Reference Rate applicable to a Rate Period (x) consisting of more than
 182 Rate Period Days
but fewer than 365 Rate Period Days and (y) commencing on the date on
which the Rate Period
during which Failure to Deposit occurs commenced), no Auction will be
held in respect of
shares of such series for such Subsequent Rate Period (or for any Rate
 Period thereof
thereafter to and including the Rate Period during which (1) such
Failure to Deposit is cured
in accordance with subparagraph (f) of this paragraph 2 and (2) the
 Trust pays the applicable
Late Charge to the Auction Agent (the condition set forth in this
clause (2) to apply only in
the event Moodys is rating such shares at the time the Trust cures
such Failure to Deposit),
in each case no later than 12:00 Noon, New York City time, on the
 fourth Business Day prior to
the end of such Rate Period), and the dividend rate for shares of
 such series for each such
Subsequent Rate Period shall be a rate per annum equal to the
Maximum Rate for shares of such
series on the Auction Date for such Subsequent Rate Period (but
 with the prevailing rating for
shares of such series, for purposes of determining such Maximum
 Rate, being deemed to be Below
ba3/BB-) (the rate per annum of which dividends are payable on
 shares of a series of Municipal
Preferred for any Rate Period thereof being herein referred to
 as the Applicable Rate for
shares of such series).

(ii) Calculation of Dividends. The amount of dividends per share
 payable on shares of a series of Municipal
Preferred on any date on which dividends shall be payable on shares
of such series shall be computed by
multiplying the Applicable Rate for shares of such series in effect
for such Dividend Period or Dividend
Periods or part thereof for which dividends have not been paid by a
fraction, the numerator of which
shall be the number of days in such Dividend Period or Dividend
Periods or part thereof and the
denominator of which shall be 365 if such Dividend Period consists
of 7 Rate Period Days and 360 for all
other Dividend Periods, and applying the rate obtained against $25,000.

(f)       Curing a Failure to Deposit.  A Failure to Deposit with
 respect to shares of a series of Municipal
  Preferred shall have been cured (if such Failure to Deposit is
not solely due to the willful failure of the
  Trust to make the required payments to the Auction Agent) with
respect to any Rate Period of shares of such
  series if, within the respective time periods described in
subparagraph (e)(i) of this paragraph 2, the Trust
  shall have paid to the Auction Agent (A) all accumulated and
unpaid dividends on shares of such series and (B)
  without duplication, the Redemption Price for shares, if any,
of such series for which Notice of Redemption has
  been mailed by the Trust pursuant to paragraph 11(c) of Part I
of this Section 12.1; provided, however, that the
  foregoing clause (B) shall not apply to the Trusts failure to
pay the Redemption Price in respect of shares of
  Municipal Preferred when the related Redemption Notice provides
 that redemption of such shares is subject to one
  or more conditions precedent and any such condition precedent
shall not have been satisfied at the time or times
  and in the manner specified in such Notice of Redemption.

(g)      Dividend Payments by Trust to Auction Agent.  The Trust
shall pay to the Auction Agent, not later than
  12:00 Noon, New York City time, on the Business Day next preceding
each Dividend Payment Date for shares of a
  series of Municipal Preferred, an aggregate amount of funds availble
 on the next Business Day in The City of
  New York, New York, equal to the dividends to be paid to all Holders
of shares of such series on such Dividend
  Payment Date.

(h)      Auction Agent as Trustee of Dividend Payments by Trust.  All
 moneys paid to the Auction Agent for the
  payment of dividends (or for the payment of any Late Charge) shall
 be held in trust for the payment of such
  dividends (and any such Late Charge) by the Auction Agent for the
benefit of the Holders specified in
  subparagraph (i) of this paragraph 2.  Any moneys paid to the
Auction Agent in accordance with the foregoing but
  not applied by the Auction Agent to the payment of dividends
(and any such Late Charge) will, to the extent
  permitted by law, be repaid to the Trust at the end of 90 days
 from the date on which such moneys were so to
  have been applied.

(i)      Dividends Paid to Holders.  Each dividend on shares of a
series of Municipal Preferred shall be paid on
  the Dividend Payment Date therefor to the Holders thereof as their
 names appear on the record books of the Trust
  on the Business Day next preceding such Dividend Payment Date.

(j)      Dividends Credited Against Earliest Accumulated But Unpaid
 Dividends.  Any dividend payment made on
  shares of a series of Municipal Preferred shall first be credited
 against the earliest accumulated but unpaid
  dividends due with respect to such shares.  Dividends in arrears
for any past Dividend Period may be declared
  and paid at any time, without reference to any regular Dividend
Payment Date, to the Holders as their names
  appear on the record books of the Trust on such date, not exceeding
15 days preceding the payment date thereof,
  as may be fixed by the Board of Trustees.

(k)      Dividends Designated as Exempt-Interest Dividends.  Dividends
on shares of a series of Municipal
  Preferred shall be designated as exempt-interest dividends up to the
amount of tax-exempt income of the Trust,
  to the extent permitted by, and for purposes of, Section 852 of the
Code.

3.        Gross-up Payments.

         Holders of shares of Municipal Preferred shall be entitled
 to receive, when, as and if declared by the
Board of Trustees, out of funds legally available therefor in accordance
 with the Declaration, these By-laws and
applicable law, dividends in an amount equal to the aggregate Gross-up
Payments as follows:

(a)       Minimum Rate Periods and Special Rate Periods of 28 Rate Period
 Days or Fewer.  If, in the case of any
Minimum Rate Period or any Special Rate Period of 28 Rate Period Days or
fewer, the Trust allocates any net
capital gain or other income taxable for Federal income tax purposes to a
dividend paid on shares of Municipal
Preferred without having given advance notice thereof to the Auction Agent
as provided in paragraph 5 of Part II
of this Section 12.1 (such allocation being referred to herein as a Taxable
Allocation) solely by reason of the
fact that such allocation is made retroactively as a result of the
redemption of all or a portion of the
outstanding shares of Municipal Preferred or the liquidation of the
Trust, the Trust shall, prior to the end of
the calendar year in which such dividend was paid, provide notice
thereof to the Auction Agent and direct the
Trusts dividend disbursing agent to send such notice with a Gross-up
 Payment to each Holder of such shares that
was entitled to such dividend payment during such calendar year at
 such Holders address as the same appears or
last appeared on the record books of the Trust.

(b)      Special Rate Periods of More Than 28 Rate Period Days.  If,
in the case of any Special Rate Period of
more than 28 Rate Period Days, the Trust makes a Taxable Allocation to
a dividend paid on shares of Municipal
Preferred, the Trust shall, prior to the end of the calendar year in
which such dividend was paid, provide notice
thereof to the Auction Agent and direct the Trusts dividend disbursing
agent to send such notice with a Gross-up
Payment to each Holder of shares that was entitled to such dividend payment
during such calendar year at such
Holders address as the same appears or last appeared on the record books
of the Trust.

(c)      No Gross-up Payments In the Event of a Reallocation.  The Trust
shall not be required to make Gross-up
Payments with respect to any series of Municipal Preferred with respect
to any net capital gain or other taxable
income determined by the Internal Revenue Service to be allocable in a
 manner different from that allocated by
the Trust.


4.       Designation of Special Rate Periods.

(a)      Length of and Preconditions for Special Rate Period.  The Trust,
 at its option, may designate any
succeeding Subsequent Rate Period of shares of a series of Municipal
Preferred as a Special Rate Period
consisting of a specified number of Rate Period Days evenly divisible
by seven and not more than 1,820, subject
to adjustment as provided in subparagraph (b) of this paragraph 4.  A
designation of a Special Rate Period shall
be effective only if (A) notice thereof shall have been given in
accordance with subparagraphs (c) and (d)(i) of
this paragraph 4, (B) an Auction for shares of such series shall have
 been held on the Auction Date immediately
preceding the first day of such proposed Special Rate Period and
Sufficient Clearing Bids for shares of such
series shall have existed in such Auction, and (C) if any Notice of
 Redemption shall have been mailed by the
Trust pursuant to paragraph 11(c) of Part I of this Section 12.1 with
 respect to any shares of such series, the
Redemption Price with respect to such shares shall have been deposited
with the Auction Agent.  In the event the
Trust wishes to designate any succeeding Subsequent Rate Period for
shares of a series of Municipal Preferred as
a Special Rate Period consisting of more than 28 Rate Period Days, the
 Trust shall notify S&P (if S&P is then
rating such series) and Moodys (if Moodys is then rating such series) in
advance of the commencement of such
Subsequent Rate Period that the Trust wishes to designate such Subsequent
 Rate Period as a Special Rate Period
and shall provide S&P (if S&P is then rating such series) and Moodys
(if Moodys is then rating such series) with
such documents as either may request.

(b)      Adjustment of Length of Special Rate Period.  In the event the
 Trust wishes to designate a Subsequent
Rate Period as a Special Rate Period, but the day following what would
otherwise be the last day of such Special
Rate Period is not (a) a Wednesday that is a Business Day in the case
 of a series of Municipal Preferred
designated as Series T Municipal Preferred in this Part I, or (b) a
Thursday that is a Business Day in the case
of a series of Municipal Preferred designated as Series W Municipal
Preferred in this Part I, then the Trust
shall designate such Subsequent Rate Period as a Special Rate Period
 consisting of the period commencing at the
end of the immediately preceding Rate Period and ending (a) on the
first Tuesday that is followed by a Wednesday
that is a Business Day preceding what would otherwise be such last
day, in the case of Series T Municipal
Preferred, or (b) on the first Wednesday that is followed by a
 Thursday that is a Business Day preceding what
would otherwise be such last day, in the case of Series W Municipal
Preferred.

(c)      Notice of Proposed Special Rate Period.  If the Trust proposes
 to designate any succeeding Subsequent
Rate Period of shares of a series of Municipal Preferred as a Special
Rate Period pursuant to subparagraph (a) of
this paragraph 4, not less than 20 (or such lesser number of days as
may be agreed to from time to time by the
Auction Agent) nor more than 30 days prior to the date the Trust
proposes to designate as the first day of such
Special Rate Period (which shall be such day that would otherwise be
 the first day of a Minimum Rate Period),
notice shall be (i) published or caused to be published by the Trust
in a newspaper of general circulation to the
financial community in The City of New York, New York, which carries
financial news, and (ii) mailed by the Trust
by first-class mail, postage prepaid, to the Holders of shares of such
series.  Each such notice shall state (A)
that the Trust may exercise its option to designate a succeeding
Subsequent Rate Period of shares of such series
as a Special Rate Period, specifying the first day thereof and (B)
that the Trust will, by 11:00 A.M., New York
City time, on the second Business Day next preceding such date (or
 by such later time or date, or both, as may be
agreed to by the Auction Agent) notify the Auction Agent of either
(x) its determination, subject to certain
conditions, to exercise such option, in which case the Trust shall
specify the Special Rate Period designated, or
(y) its determination not to exercise such option.

(d)      Notice of Special Rate Period.  No later than 11:00 A.M.,
New York City time, on the second Business Day
next preceding the first day of any proposed Special Rate Period of
shares of a series of Municipal Preferred as
to which notice has been given as set forth in subparagraph (c) of
this paragraph 4 (or such later time or date,
or both, as may be agreed to by the Auction Agent), the Trust shall
 deliver to the Auction Agent either:

(i) a notice (Notice of Special Rate Period) stating (A) that the Trust
has determined to designate the
next succeeding Rate Period of shares of such series as a Special Rate
Period, specifying the same and
the first day thereof, (B) the Auction Date immediately prior to the
 first day of such Special Rate
Period, (C) that such Special Rate Period shall not commence if (1)
an Auction for shares of such series
shall not be held on such Auction Date for any reason or (2) an
Auction for shares of such series shall
be held on such Auction Date but Sufficient Clearing Bids for shares
 of such series shall not exist in
such Auction, (D) the scheduled Dividend Payment Dates for shares of
 such series during such Special
Rate Period and (E) the Special Redemption Provisions, if any,
applicable to shares of such series in
respect of such Special Rate Period; such notice to be accompanied
by a Municipal Preferred Basic
Maintenance Report showing that, as of the third Business Day next
 preceding such proposed Special Rate
Period, Moodys Eligible Assets (if Moodys is then rating such series)
 and S&P Eligible Assets (if S&P is
then rating such series) each have an aggregate Discounted Value at
 least equal to the Municipal
Preferred Basic Maintenance Amount as of such Business Day (assuming
 for purposes of the foregoing
calculation that (a) the Maximum Rate is the Maximum Rate on such
 Business Day as if such Business Day
were the Auction Date for the proposed Special Rate Period, and (b)
 the Moodys Discount Factors
applicable to Moodys Eligible Assets are determined by reference to
 the first Exposure Period longer
than the Exposure Period then applicable to the Trust, as described
 in the definition of Moodys Discount
Factor herein); or

(ii) a notice stating that the Trust has determined not to exercise
its option to designate a Special Rate
Period of shares of such series and that the next succeeding Rate
Period of shares of such series shall
be a Minimum Rate Period.

(e)      Failure to Deliver Notice of Special Rate Period.  If the
Trust fails to deliver either of the notices
described in subparagraphs (d)(i) or (d)(ii) of this paragraph4
 (and, in the case of the notice described in
subparagraph (d)(i) of this paragraph 4, a Municipal Preferred Basic
 Maintenance Report to the effect set forth
in such subparagraph (if either Moodys or S&P is then rating the
series in question)) with respect to any
designation of any proposed Special Rate Period to the Auction Agent
by 11:00 A.M., New York City time, on the
second Business Day next preceding the first day of such proposed
 Special Rate Period (or by such later time or
date, or both, as may be agreed to by the Auction Agent), the Trust
shall be deemed to have delivered a notice to
the Auction Agent with respect to such Special Rate Period to the
effect set forth in subparagraph (d)(ii) of
this paragraph 4.  In the event the Trust delivers to the Auction
Agent a notice described in subparagraph (d)(i)
of this paragraph 4, it shall file a copy of such notice with the
Secretary of the Trust, and the contents of
such notice shall be binding on the Trust.  In the event the Trust
 delivers to the Auction Agent a notice
described in subparagraph (d)(ii) of this paragraph 4, the Trust
will provide Moodys (if Moodys is then rating
the series in question) and S&P (if S&P is then rating the series
 in question) a copy of such notice.

5.       Voting Rights.

(a)      One Vote Per Share of Municipal Preferred.  Except as otherwise
 provided in the Declaration, this
paragraph 5 or as otherwise required by law, (i) each Holder of shares
of Municipal Preferred shall be entitled
to one vote for each share of Municipal Preferred held by such Holder
 on each matter submitted to a vote of
shareholders of the Trust, and (ii) the holders of outstanding
Preferred Shares, including each share of
Municipal Preferred, and of Common Shares shall vote together as a
 single class; provided, however, that, at any
meeting of the shareholders of the Trust held for the election of
trustees, the holders of outstanding Preferred
Shares, including Municipal Preferred, represented in person or by
proxy at said meeting, 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 each share of Municipal Preferred,
entitling the holder thereof to one vote.  Subject to subparagraph
 (b) of this paragraph 5, the holders of
outstanding Common Shares and Preferred Shares, including Municipal
Preferred, 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 subparagraphs
(A) or (B) of this subparagraph (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 shares of Municipal Preferred,
would constitute a majority of the Board
of Trustees as so increased by such smallest number; and
the holders of Preferred Shares, including
Municipal Preferred, 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 dividend payment date
accumulated dividends (whether or not earned or
declared) on any outstanding Preferred Share, including Municipal
 Preferred, equal to at
least two full years dividends shall be due and unpaid and sufficient
 cash or specified
securities shall not have been deposited with the Auction Agent for
 the payment of such
accumulated dividends; or

(B) if at any time holders of Preferred Shares are entitled under the
 1940 Act to elect a majority of the
trustees of the Trust.

Upon the termination of a Voting Period, the voting rights described
in this subparagraph (b)(i) shall cease,
subject always, however, to the revesting of such voting rights in the
Holders upon the further occurrence of any
of the events described in this subparagraph (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 subparagraph
 (b)(i) of this
paragraph 5, the Trust shall notify the Auction Agent and the Auction
 Agent shall call a special
meeting of such holders, by mailing a notice of such special meeting to
 such holders, such meeting to
be held not less than 10 nor more than 20 days after the date of mailing
of such notice. If the Trust
fails to send such notice to the Auction Agent or if the Auction Agent
does not call such a special
meeting, it may be called by any such holder on like notice. The record
 date for determining the
holders entitled to notice of and to vote at such special meeting shall
 be the close of business on
the fifth 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 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 subparagraph (b)(i) of this paragraph5
on a one-vote-per-share
basis.

(iii) Terms of Office of Existing Trustees. The terms of office of all
 persons who are trustees of the Trust
at the time of a special meeting of Holders and holders of other
Preferred Shares to elect trustees
shall continue, notwithstanding the election at such meeting by the
Holders and such other holders of
the number of trustees that they are entitled to elect, and the persons
so elected by the Holders and
such other holders, together with the two incumbent trustees elected by
 the Holders and such other
holders of Preferred Shares and the remaining incumbent 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 term of office of the
 additional trustees elected by the
Holders and holders of other Preferred Shares pursuant to
 subparagraph (b)(i) of this paragraph 5
shall terminate, the remaining trustees shall constitute the
trustees of the Trust and the voting
rights of the Holders and such other holders to elect additional
 trustees pursuant to subparagraph
(b)(i) of this paragraph 5 shall cease, subject to the provisions
 of the last sentence of
subparagraph (b)(i) of this paragraph 5.

(c) Holders of Municipal Preferred To Vote on Certain Other Matters.

(i) Increases in Capitalization. So long as any shares of Municipal
Preferred are outstanding, the Trust
shall not, without the affirmative vote or consent of the Holders of
at least a majority of the
shares of Municipal Preferred outstanding at the time, in person or by
 proxy, either in writing or at
a meeting, voting as a separate class: (a) authorize, create or issue
any class or series of shares
ranking prior to or on a parity with shares of Municipal Preferred with
respect to the payment of
dividends or the distribution of assets upon dissolution, liquidation or
 winding up of the affairs of
the Trust, or authorize, create or issue additional shares of any series
 of Municipal Preferred
(except that, notwithstanding the foregoing, but subject to the provisions
 of paragraph 10(c) of Part
I of this Section 12.1, the Board of Trustees, without the vote or consent
of the Holders of
Municipal Preferred, may from time to time authorize and create, and the
Trust may from time to time
issue, additional shares of any series of Municipal Preferred or classes
 or series of Preferred
Shares ranking on a parity with shares of Municipal Preferred with respect
 to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
 winding up of the affairs
of the Trust; provided, however, that if Moodys or S&P is not then rating
 the shares of Municipal
Preferred, the aggregate liquidation preference of all Preferred Shares
of the Trust outstanding
after any such issuance, exclusive of accumulated and unpaid dividends,
may not exceed $120,000,000)
or (b) amend, alter or repeal the provisions of the Declaration or the
By-Laws, including this
Section 12.1, whether by merger, consolidation or otherwise, so as to
 materially affect any
preference, right or power of such shares of Municipal Preferred to
the Holders thereof; provided,
however, that (i) none of the actions permitted by the exception to
(a) above will be deemed to
affect such preferences, rights or powers, (ii) a division of a share
 of Municipal Preferred will be
deemed to affect such preferences, rights or powers only if the terms
 of such division adversely
affect the Holders of shares of Municipal Preferred and (iii) the
authorization, creation and
issuance of classes or series of shares ranking junior to shares of
Municipal Preferred with respect
to the payment of dividends and the distribution of assets upon
 dissolution, liquidation or winding
up of the affairs of the Trust, will be deemed to affect such preferences,
 rights or powers only if
Moodys or S&P is then rating shares of Municipal Preferred and such
 issuance would, at the time
thereof, cause the Trust not to satisfy the 1940 Act Municipal Preferred
 Asset Coverage or the
Municipal Preferred Basic Maintenance Amount. So long as any shares of
 Municipal Preferred are
outstanding, the Trust shall not, without the affirmative vote or consent
of the Holders of at least
66 2/3% of the shares of Municipal Preferred outstanding at the time, in
 person or by proxy, either
in writing or at a meeting, 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.

(ii) 1940 Act Matters. Unless a higher percentage is provided for
 in the Declaration or these By-laws, (A)
the affirmative vote of the Holders of at least a majority of the
Preferred Shares, including
Municipal Preferred, outstanding at the time, voting as a separate
 class, shall be required to
approve any conversion of the Trust from a closed-end to an open-end
 investment company and (B) the
affirmative vote of the Holders of a majority of the outstanding
 Preferred Shares, including
Municipal Preferred, voting as a separate class, shall be required
to approve any plan of
reorganization (as such term is used in the 1940 Act) adversely
affecting such shares. The
affirmative vote of the Holders of a majority of the outstanding
 Preferred Shares, including
Municipal Preferred, voting as a separate class, shall be required
 to approve any action not
described in the first sentence of this paragraph 5(c)(ii) requiring
a vote of security holders of
the Trust under Section 13(a) of the 1940 Act. For purposes of the
 foregoing, majority of the
outstanding Preferred Shares means (i) 67% or more of such shares
present at a meeting, if the
Holders of more than 50% of such shares are present or represented
 by proxy, or (ii) more than 50% of
such shares, whichever is less. In the event a vote of Holders of
 Municipal Preferred is required
pursuant to the provisions of Section 13(a) of the 1940 Act, the
Trust shall, not later than ten
Business Days prior to the date on which such vote is to be taken,
notify Moodys (if Moodys is then
rating the shares of Municipal Preferred) and S&P (if S&P is then
rating the shares of Municipal
Preferred) that such vote is to be taken and the nature of the
action with respect to which such vote
is to be taken. The Trust shall, not later than ten Business Days
 after the date on which such vote
is taken, notify Moodys (if Moodys is then rating the shares of
Municipal Preferred) and S&P (if S&P
is then rating the shares of Municipal Preferred) of the results
 of such vote.

127436
43

(iii) Separate Vote by Series. To the extent permitted by the 1940 Act,
 with respect to actions set forth in
paragraph 5(c)(i) and paragraph 5(c)(ii) above (including amendment,
alteration or repeal of the
provisions of the Declaration of Trust or the By-Laws, whether by merger,
 consolidation or otherwise)
that would adversely affect the rights of one or more series of Municipal
Preferred (the Affected
Series) in a manner different from any other series of Municipal Preferred,
 the Trust will not
approve any such action without the affirmative vote or consent of the
Holders of at least a majority
of the shares of each such Affected Series outstanding at the time,
 in person or proxy, either in
writing or at a meeting (each such Affected Series voting
as a separate class).

(d) Board May Take Certain Actions Without Shareholder Approval.
 The Board of Trustees, without the vote or
consent of the shareholders of the Trust, may from time to time amend,
alter or repeal any or all of the
definitions of the terms listed below, or any provision of this Section
12.1 viewed by Moodys or S&P as a
predicate for any such definition, and any such amendment, alteration or
 repeal will not be deemed to affect the
preferences, rights or powers of shares of Municipal Preferred or the
 Holders thereof; provided, however, that
the Board of Trustees receives written confirmation from (i) Moodys
 (such confirmation being required to be
obtained only in the event Moodys is rating the shares of Municipal
Preferred and in no event being required to
be obtained in the case of the definitions of (x) Deposit Securities,
 Discounted Value, Receivables for Municipal
Obligations Sold and Other Issues as such terms apply to S&P Eligible
 Asset and (y) S&P Discount Factor, S&P
Eligible Asset, S&P Exposure Period and S&P Volatility Factor) and (ii)
 S&P (such confirmation being required to
be obtained only in the event S&P is rating the shares of Municipal
Preferred and in no event being required to
be obtained in the case of the definitions of (x) Discounted Value,
Receivables for Municipal Obligations Sold
and Other Issues as such terms apply to Moodys Eligible Asset, and (y)
 Moodys Discount Factor, Moodys Eligible
Asset, Moodys Exposure Period and Moodys Volatility Factor) that any
such amendment, alteration or repeal would
not impair the ratings then assigned by Moodys or S&P, as the case may
 be, to shares of Municipal Preferred:


LEGAL-#127436-v1-EX_CXE_(MFS_HIGH_INCOME_MUNI_TRUST)_BY-LAWS_-_
CURRENTLY_EFFECTIVE_-_5-14-2008_REVISIONS_FOR_APS_
Deposit Securities
Discounted Value
Escrowed Bonds
Market Value
Maximum Potential Gross-up Payment Liability
Municipal Preferred Basic Maintenance Amount
Municipal Preferred Basic Maintenance Cure Date
Municipal Preferred Basic Maintenance Report
Moodys Discount Factor
Moodys Eligible Asset


Moodys Exposure Period
Moodys Volatility Factor
1940 Act Cure Date
1940 Act Municipal Preferred Asset Coverage
Other Issues
Receivables for Municipal Obligations Sold
S&P Discount Factor
S&P Eligible Asset
S&P Exposure Period
S&P Volatility Factor
Valuation Date
Volatility Factor

127436
                                                        57
         In addition, the Trust may change its policies to comply with
changes in rating agency requirements upon
receiving written notification of such changes.  Such changes will be
subject to ratification by the Board of
Trustees.

(e)      Voting Rights Set Forth Herein Are Sole Voting Rights.  Unless
otherwise required by law, these By-laws
or by the Declaration, the Holders of shares of Municipal Preferred
shall not have any relative rights or
preferences or other special rights other than those specifically set
 forth herein.

(f)      No Preemptive Rights or Cumulative Voting.  The Holders of
shares of Municipal Preferred shall have no
preemptive rights or rights to cumulative voting.

(g)      Voting for Trustees Sole Remedy for Trusts Failure to Pay
Dividends.  In the event that the Trust fails
to pay any dividends on the shares of Municipal Preferred, the
exclusive remedy of the Holders shall be the right
to vote for Trustees pursuant to the provisions of this paragraph 5.

(h)      Holders Entitled to Vote.  For purposes of determining any
 rights of the Holders to vote on any matter,
whether such right is created by this Section 12.1, by the other
provisions of these By-laws or the Declaration,
by statute or otherwise, no Holder shall be entitled to vote any
share of Municipal Preferred and no share of
Municipal Preferred 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 shares shall have been mailed as
provided in paragraph 11(c) of Part I of this
Section 12.1 and the Redemption Price for the redemption of such shares
shall have been deposited in trust with
the Auction Agent for that purpose.  No shares of Municipal Preferred
held by the Trust or any affiliate of the
Trust (except for shares held by a Broker-Dealer that is an affiliate
of the Trust for the account of its
customers) shall have any voting rights or be deemed to be outstanding
 for voting or other purposes.

(i)      Notwithstanding any provision of these By-Laws to the contrary,
neither the Holders of Municipal
Preferred, nor the Holders of any one or more series thereof, shall be
 entitled to vote as a separate class with
respect to any matter, if such separate class vote is prohibited by the
 1940 Act.

6.       1940 Act Municipal Preferred Asset Coverage.

         The Trust shall maintain, as of the last Business Day of each month
in which any share of Municipal
Preferred is outstanding, the 1940 Act Municipal Preferred Asset Coverage.

7.       Municipal Preferred Basic Maintenance Amount.

(a)      So long as shares of Municipal Preferred are outstanding,
the Trust shall maintain, on each Valuation
Date, and shall verify to its satisfaction that it is maintaining on
such Valuation Date, (i) S&P Eligible Assets
having an aggregate Discounted Value equal to or greater than the
 Municipal Preferred Basic Maintenance Amount
(if S&P is then rating the shares of Municipal Preferred) and (ii)
Moodys Eligible Assets having an aggregate
Discounted Value equal to or greater than the Municipal Preferred
Basic Maintenance Amount (if Moodys is then
rating the shares of Municipal Preferred).

(b)      On or before 5:00 P.M., New York City time, on the third
Business Day after a Valuation Date on which
the Trust fails to satisfy the Municipal Preferred Basic Maintenance
 Amount, and on the third Business Day after
the Municipal Preferred Basic Maintenance Cure Date with respect to
such Valuation Date, the Trust shall complete
and deliver to S&P (if S&P is then rating the shares of Municipal
Preferred), Moodys (if Moodys is then rating
the shares of Municipal Preferred) and the Auction Agent (if either
S&P or Moodys is then rating the shares of
Municipal Preferred) a Municipal Preferred Basic Maintenance Report
as of the date of such failure or such
Municipal Preferred Basic Maintenance Cure Date, as the case may be,
which will be deemed to have been delivered
to the Auction Agent if the Auction Agent receives a copy of telecopy,
telex or other electronic transcription
thereof and on the same day the Trust mails to the Auction Agent for
 delivery on the next Business Day the full
Municipal Preferred Basic Maintenance Report.

         The Trust shall also deliver a Municipal Preferred Basic
Maintenance Report to (i) the Auction Agent (if
either Moodys or S&P is then rating the shares of Municipal Preferred)
as of (A) the fifteenth day of each month
(or, if such day is not a Business Day, the next succeeding Business Day)
 and (B) the last Business Day of each
month, (ii) S&P and Moodys, if and when requested for any Valuation Date,
on or before the third Business Day
after such request.  A failure by the Trust to deliver a Municipal
Preferred Basic Maintenance Report pursuant to
the preceding sentence shall be deemed to be delivery of a Municipal
Preferred Basic Maintenance Report
indicating the Discounted Value for all assets of the Trust is less
 than the Municipal Preferred Basic
Maintenance Amount, as of the relevant Valuation Date.

(c)      As frequently as requested by Moodys (if Moodys is then
rating the shares of Municipal Preferred) or S&P
(if S&P is then rating shares of Municipal Preferred), the Trust shall
 cause the Independent Accountant to
confirm in writing to S&P (if S&P is then rating the shares of Municipal
Preferred), Moodys (if Moodys is then
rating the shares of Municipal Preferred) and the Auction Agent (if either
S&P or Moodys is then rating the
shares of Municipal Preferred) (i) the mathematical accuracy of the
 calculations reflected in such Report and
(ii) that, in such Report, the Trust determined in accordance with
this paragraph whether the Trust had, at the
time of  such request,  S&P Eligible Assets (if S&P is then rating
the shares of Municipal Preferred) of an
aggregate Discounted Value at least equal to the Municipal Preferred
 Basic Maintenance Amount and Moodys Eligible
Assets (if Moodys is then rating the shares of Municipal Preferred)
 of an aggregate Discounted Value at least
equal to the Municipal Preferred Basic Maintenance Amount (such
confirmation being herein called the Accountants
Confirmation).

(d)      Within ten Business Days after the date of delivery of a
Municipal Preferred Basic Maintenance Report in
accordance with subparagraph (b) of this paragraph 7 relating to
any Valuation Date on which the Trust failed to
satisfy the Municipal Preferred Basic Maintenance Amount, and
relating to the Municipal Preferred Basic
Maintenance Cure Date with respect to such failure to satisfy the
 Municipal Preferred Basic Maintenance Amount,
the Trust shall cause the Independent Accountant to provide to S&P
(if S&P is then rating the shares of Municipal
Preferred), Moodys (if Moodys is then rating the shares of Municipal
 Preferred) and the Auction Agent (if either
S&P or Moodys is then rating the shares of Municipal Preferred) an
 Accountants Confirmation as to such Municipal
Preferred Basic Maintenance Report.

(e)      If any Accountants Confirmation delivered pursuant to
subparagraph (c) or (d) of this paragraph 7 shows
that an error was made in the Municipal Preferred Basic Maintenance
 Report for a particular Valuation Date for
which such Accountants Confirmation was required to be delivered, or
 shows that a lower aggregate Discounted
Value for the aggregate of all S&P Eligible Assets (if S&P is then
 rating the shares of Municipal Preferred) or
Moodys Eligible Assets (if Moodys is then rating the shares of Municipal
 Preferred), as the case may be, of the
Trust was determined by the Independent Accountant, the calculation or
 determination made by such Independent
Accountant shall be final and conclusive and shall be binding on the
 Trust, and the Trust shall accordingly amend
and deliver the Municipal Preferred Basic Maintenance Report to S&P
 (if S&P is then rating the shares of
Municipal Preferred), Moodys (if Moodys is then rating the shares of
Municipal Preferred) and the Auction Agent
(if either S&P or Moodys is then rating the shares of Municipal Preferred)
promptly following receipt by the
Trust of such Accountants Confirmation.

(f)      On or before 5:00 p.m., New York City time, on the first
 Business Day after the Date of Original Issue
of any shares of Municipal Preferred, the Trust shall complete and
 deliver to S&P (if S&P is then rating the
shares of Municipal Preferred) and Moodys (if Moodys is then rating
the shares of Municipal Preferred) a
Municipal Preferred Basic Maintenance Report as of the close of business
 on such Date of Original Issue.  Within
five Business Days of such Date of Original Issue, the Trust shall cause
 the Independent Accountant to confirm in
writing to S&P (if S&P is then rating the shares of Municipal Preferred)
(i) the mathematical accuracy of the
calculations reflected in such Report and (ii) that the Discounted Value
 of S&P Eligible Assets reflected thereon
equals or exceeds the Municipal Preferred Basic Maintenance Amount
reflected thereon.

(g)      On or before 5:00 p.m., New York City time, on the third
Business Day after either (i) the Trust shall
have redeemed Common Shares or (ii) the ratio of the Discounted Value
 of S&P Eligible Assets or the Discounted
Value of Moodys Eligible Assets to the Municipal Preferred Basic
Maintenance Amount is less than or equal to
105%, the Trust shall complete and deliver to S&P (if S&P is then
rating the shares of Municipal Preferred) or
Moodys (if Moodys is then rating the shares of Municipal Preferred),
 as the case may be, a Municipal Preferred
Basic Maintenance Report as of the date of either such event.

8.       [Reserved].

9.       Restrictions on Dividends and Other Distributions.

(a)      Dividends on Preferred Shares Other Than Municipal Preferred.
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 shares of Municipal
Preferred for any period unless full cumulative dividends have been or
contemporaneously are declared and paid on
the shares of each series of Municipal Preferred through its most recent
 Dividend Payment Date.  When dividends
are not paid in full upon the shares of each series of Municipal
Preferred through its 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 shares of
 Municipal Preferred through their most recent
respective dividend payment dates, all dividends declared upon shares
of Municipal Preferred and any other such
class or series of shares of beneficial interest ranking on a parity
as to the payment of dividends with shares
of Municipal Preferred shall be declared pro rata so that the amount
of dividends declared per share on shares of
Municipal Preferred 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
shares of Municipal Preferred and such
other class or series of shares of beneficial interest bear to each other
 (for purposes of this sentence, the
amount of dividends declared per share of Municipal Preferred shall be
 based on the Applicable Rate for such
shares for the Dividend Periods during which dividends were not paid in
full).

(b)      Dividends and Other Distributions With Respect to Common Shares
 Under the 1940 Act.  The Board of
Trustees shall not declare any dividend (except a dividend payable in
Common Shares), or declare any other
distribution, upon the Common Shares, or purchase Common Shares, unless
 in every such case the Preferred Shares
have, at the time of any such declaration or purchase, an asset coverage
 (as defined in and determined pursuant
to the 1940 Act) of at least 200% (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) after deducting the amount of such
dividend, distribution or purchase price, as the case may be.

(c)      Other Restrictions on Dividends and Other Distributions.
For so long as any share of Municipal
Preferred is outstanding, and except as set forth in subparagraph (a)
 of this paragraph 9 and paragraph 12(c) of
Part I of this Section 12.1, (A) the Trust shall not declare, pay o
 set apart for payment any dividend or other
distribution (other than a dividend or distribution paid in shares of,
 or in options, warrants or rights to
subscribe for or purchase, Common Shares or other shares, if any,
ranking junior to the shares of Municipal
Preferred as to the payment of dividends and the distribution of assets
upon dissolution, liquidation or winding
up) in respect of the Common Shares or any other shares of the Trust
 ranking junior to or on a parity with the
shares of Municipal Preferred as to the payment of dividends or the
distribution of assets upon dissolution,
liquidation or winding up, or call for redemption, redeem, purchase
 or otherwise acquire for consideration any
Common Shares or any other such junior shares (except by conversion into
 or exchange for shares of the Trust
ranking junior to the shares of Municipal Preferred as to the payment of
 dividends and the distribution of assets
upon dissolution, liquidation or winding up), or any such parity shares
 (except by conversion into or exchange
for shares of the Trust ranking junior to or on a parity with Municipal
Preferred as to the payment of dividends
and the distribution of assets upon dissolution, liquidation or winding
up), unless (i) full cumulative dividends
on shares of each series of Municipal Preferred through its most recently
ended Dividend Period shall have been
paid or shall have been declared and sufficient funds for the payment
thereof deposited with the Auction Agent
and (ii) the Trust has redeemed the full number of shares of Municipal
Preferred required to be redeemed by any
provision for mandatory redemption pertaining thereto, and (B) the Trust
shall not declare, pay or set apart for
payment any dividend or other distribution (other than a dividend or
 distribution paid in shares of, or in
options, warrants or rights to subscribe for or purchase, Common Shares
 or other shares, if any, ranking junior
to shares of Municipal Preferred as to the payment of dividends and the
distribution of assets upon dissolution,
liquidation or winding up) in respect of Common Shares or any other
 shares of the Trust ranking junior to shares
of Municipal Preferred as to the payment of dividends or the distribution
 of assets upon dissolution, liquidation
or winding up, or call for redemption, redeem, purchase or otherwise
acquire for consideration any Common Shares
or any other such junior shares (except by conversion into or exchange
for shares of the Trust ranking junior to
shares of Municipal Preferred as to the payment of dividends and the
 distribution of assets upon dissolution,
liquidation or winding up), unless immediately after such transaction
the Discounted Value of Moodys Eligible
Assets (if Moodys is then rating the shares of Municipal Preferred)
and S&P Eligible Assets (if S&P is then
rating the shares of Municipal Preferred) would each at least equal
the Municipal Preferred Basic Maintenance
Amount.

10.      Rating Agency Restrictions.

         For so long as any shares of Municipal Preferred are
outstanding and Moodys or S&P, or both, are rating
such shares, the Trust will not, unless it has received written
confirmation from Moodys or S&P, or both, as
appropriate, that any such action would not impair the ratings then
 assigned by such rating agency to any series
of such shares, engage in any one or more of the following transactions:

(a)      purchase or sell futures contracts, write, purchase or sell
 options on futures contracts or write put
options (except covered put options) or call options (except covered
 call options) on portfolio securities except
that the Trust may purchase or sell futures contracts based on the
Bond Buyer Municipal Bond Index (the Municipal
Index) or United States Treasury Bonds or Notes (Treasury Bonds) and
 write, purchase or sell put and call options
on such contracts (collectively, Hedging Transactions), subject to
the following limitations:

(i)      the Trust will not engage in any Hedging Transaction based
 on the Municipal Index (other than
         transactions which terminate a futures contract or option
held by the Trust by the Trusts taking an
         opposite position thereto (Closing Transactions)), which
 would cause the Trust at the time of such
         transaction to own or have sold the least of (A) more than
 1,000 outstanding futures contracts based on
         the Municipal Index, (B) outstanding futures contracts
based on the Municipal Index exceeding in number
         25% of the quotient of the Market Value of the Trusts total
 assets divided by $1,000 or (C) outstanding
         futures contracts based on the Municipal Index exceeding in
number 10% of the average number of daily
         open interest futures contracts based on the Municipal Index
 in the 30 days preceding the time of
         effecting such transaction as reported by The Wall Street
Journal.

(ii)     the Trust will not engage in any Hedging Transaction based on
 Treasury Bonds (other than Closing
         Transactions) which would cause the Trust at the time of such
transaction to own or have sold the lesser
         of (A) outstanding futures contracts based on Treasury Bonds
exceeding in number 50% of the quotient of
         the Market Value of the Trusts total assets divided by $100,000
($200,000 in the case of a two-year
         United States Treasury Note) or (B) outstanding futures
contracts based on Treasury Bonds exceeding in
         number 10% of the average number of daily traded futures
 contracts based on Treasury Bonds in the 30
         days preceding the time of effecting such transaction as
reported by The Wall Street Journal;

(iii)     the Trust will engage in Closing Transactions to close out
 any outstanding futures contract which the
         Trust owns or has sold or any outstanding option thereon
owned by the Trust in the event (A) the Trust
         does not have S&P Eligible Assets or Moodys Eligible Assets,
 as the case may be, with an aggregate
         Discounted Value equal to or greater than the Municipal
 Preferred Basic Maintenance Amount on two
         consecutive Valuation Dates and (B) the Trust is required
 to pay Variation Margin on the second such
         Valuation Date;

(iv)      the Trust will engage in a Closing Transaction to close out
 any outstanding futures contract or option
         thereon in the month prior to the delivery month under the
 terms of such futures contract or option
         thereon unless the Trust holds the securities deliverable
under such terms; and

(v)      when the Trust writes a futures contract or option thereon,
 it will either maintain an amount of cash,
         cash equivalents or fixed-income securities rated BBB or better
 by S&P or Moodys, as the case may be for
         S&P purposes and any liquid assets for Moodys purposes, in a
segregated account with the Trusts
         custodian, so that the amount so segregated plus the amount of
 Initial Margin and Variation Margin held
         in the account of or on behalf of the Trusts broker with respect
 to such futures contract or option
         equals the Market Value of the futures contract or option, or,
in the event the Trust writes a futures
         contract or option thereon which requires delivery of an
 underlying security, it shall hold such
         underlying security in its portfolio.

         For purposes of determining whether the Trust has S&P Eligible
Assets or Moodys Eligible Assets, as the
case may be, with a Discounted Value that equals or exceeds the Municipal
 Preferred Basic Maintenance Amount, the
Discounted Value of cash or securities held for the payment of Initial
 Margin or Variation Margin shall be zero
and the aggregate Discounted Value of S&P Eligible Assets or Moodys
 Eligible Assets, as the case may be, shall be
reduced by an amount equal to (I) 30% of the aggregate settlement value,
 as marked to market, of any outstanding
futures contracts based on the Municipal Index which are owned by the
 Trust plus (II) 25% of the aggregate
settlement value, as marked to market, of any outstanding futures
 contracts based on Treasury Bonds which
contracts are owned by the Trust.

(b)      borrow money, except that the Trust may, without obtaining
the written confirmation described above,
borrow money for the purpose of clearing securities transactions if
(i) the Municipal Preferred Basic Maintenance
Amount would continue to be satisfied after giving effect to such
 borrowing (which shall mean, for purposes of
the calculation of the Municipal Preferred Basic Maintenance Amount,
adding the amount of the liability for such
borrowing to the calculation of the Municipal Preferred Basic
Maintenance Amount under subparagraph (F) under the
definition of that term in Part I of this Section 12.1) and (ii)
such borrowing (A) is privately arranged with a
bank or other person and is evidenced by a promissory note or other
 evidence of indebtedness that is not intended
to be publicly distributed or (B) is for temporary purposes, is
 evidenced by a promissory note or other evidence
of indebtedness and is an amount not exceeding 5% of the value of
the total assets of the Trust at the time of
the borrowing; for purposes of the foregoing, temporary purpose
 means that the borrowing is to be repaid within
sixty days and is not to be extended or renewed;

(c)      issue additional shares of any series of Municipal Preferred
 or any class or series of shares ranking
prior to or on a parity with shares of Municipal Preferred with
respect to the payment of dividends or the
distribution of assets upon dissolution, liquidation or winding up
of the Trust, or reissue any shares of
Municipal Preferred previously purchased or redeemed by the Trust;

(d)      engage in any short sales of securities;

(e)      lend securities;

(f)      merge or consolidate into or with any corporation;

(g)      change the pricing service (currently both Muller Data
Corporation and Standard & Poors J.J. Kenny
Evaluation Services are used by the Trust) referred to in the
definition of Market Value to a pricing service
other than Muller Data Corporation or Standard & Poors J.J. Kenny
 Evaluation Services; or

(h)      enter into reverse repurchase agreements.

11.      Redemption.

(a)      Optional Redemption.

(i)      Subject to the provisions of subparagraph (v) of this
subparagraph (a), shares of Municipal Preferred of
         any series may be redeemed, at the option of the Trust,
as a whole or from time to time in part, on the
         second Business Day preceding any Dividend Payment Date
for shares of such series, out of funds legally
         available therefor, at a redemption price per share equal
 to the sum of $25,000 plus an amount equal to
         accumulated but unpaid dividends thereon (whether or not
earned or declared) to (but not including) the
         date fixed for redemption; provided, however, that (1) shares
 of a series of Municipal Preferred may not
         be redeemed in part if after such partial redemption fewer
than 500 shares of such series remain
         outstanding; (2) unless otherwise provided herein, shares of a
 series of Municipal Preferred are
         redeemable by the Trust during the Initial Rate Period thereof
 only on the second Business Day next
         preceding the last Dividend Payment Date for such Initial Rate
Period; and (3) subject to subparagraph
         (ii) of this subparagraph (a), the Notice of Special Rate Period
relating to a Special Rate Period of
         shares of a series of Municipal Preferred, as delivered to the
Auction Agent and filed with the
         Secretary of the Trust, may provide that shares of such series
shall not be redeemable during the whole
         or any part of such Special Rate Period (except as provided in
subparagraph (iv) of this subparagraph
         (a)) or shall be redeemable during the whole or any part of such
Special Rate Period only upon payment
         of such redemption premium or premiums as shall be specified
therein (Special Redemption Provisions).

(ii)     A Notice of Special Rate Period relating to shares of a
series of Municipal Preferred for a Special Rate
         Period thereof may contain Special Redemption Provisions
only if the Trusts Board of Trustees, after
         consultation with the Broker-Dealer or Broker-Dealers for
such Special Rate Period of shares of such
         series, determines that such Special Redemption Provisions
 are in the best interest of the Trust.

(iii)    If fewer than all of the outstanding shares of a series of
Municipal Preferred are to be redeemed
         pursuant to subparagraph (i) of this subparagraph (a), the
number of shares of such series to be
         redeemed shall be determined by the Board of Trustees, and
 such shares shall be redeemed pro rata from
         the Holders of shares of such series in proportion to the
 number of shares of such series held by such
         Holders.

(iv)     Subject to the provisions of subparagraph (v) of this
subparagraph (a), shares of any series of
         Municipal Preferred may be redeemed, at the option of the
Trust, as a whole but not in part, out of
         funds legally available therefor, on the first day following
 any Dividend Period thereof included in a
         Rate Period consisting of more than 364 Rate Period Days if,
 on the date of determination of the
         Applicable Rate for shares of such series for such Rate Period,
 such Applicable Rate equaled or exceeded
         on such date of determination the Treasury Note Rate for such
Rate Period, at a redemption price per
         share equal to the sum of $25,000 plus an amount equal to
accumulated but unpaid dividends thereon
         (whether or not earned or declared) to (but not including)
to the date fixed for redemption.

(v)      The Trust may not on any date mail a Notice of Redemption
pursuant to subparagraph (c) of this
         paragraph 11 in respect of a redemption contemplated to be
 effected pursuant to this subparagraph (a)
         unless on such date (a) the Trust has available Deposit
Securities with maturity or tender dates not
         later than the day preceding the applicable redemption date
 and having a value not less than the amount
         (including any applicable premium) due to Holders of shares
 of Municipal Preferred by reason of the
         redemption of such shares on such redemption date and (b) the
 Discounted Value of Moodys Eligible Assets
         (if Moodys is then rating the shares of Municipal Preferred)
 and the Discounted Value of S&P Eligible
         Assets (if S&P is then rating the shares of Municipal Preferred)
each at least equal the Municipal
         Preferred Basic Maintenance Amount, and would at least equal the
Municipal Preferred Basic Maintenance
         Amount immediately subsequent to such redemption if such redemption
were to occur on such date.  For
         purposes of determining in clause (b) of the preceding sentence
 whether the Discounted Value of Moodys
         Eligible Assets at least equals the Municipal Preferred Basic
Maintenance Amount, the Moodys Discount
         Factors applicable to Moodys Eligible Assets shall be determined
 by reference to the first Exposure
         Period longer than the Exposure Period then applicable to the
Trust, as described in the definition of
         Moodys Discount Factor herein.

(b)      Mandatory Redemption.  The Trust shall redeem, at a redemption
price equal to $25,000 per share of each
series of Municipal Preferred plus accumulated but unpaid dividends
thereon (whether or not earned or declared)
to (but not including) the date fixed by the Board of Trustees for
redemption, certain of the shares of each
series of Municipal Preferred, if the Trust fails to have either Moodys
 Eligible Assets with a Discounted Value,
or S&P Eligible Assets with a Discounted Value, greater than or equal to
 the Municipal Preferred Basic
Maintenance Amount or fails to maintain the 1940 Act Municipal Preferred
Asset Coverage, in accordance with the
requirements of the rating agency or agencies then rating the shares of
 Municipal Preferred, and such failure is
not cured on or before the Municipal Preferred Basic Maintenance Cure
 Date or the 1940 Act Cure Date, as the case
may be (the Cure Date).  The number of shares of Municipal Preferred
to be redeemed shall be equal to the lesser
of (i) the minimum number of shares of Municipal Preferred, together
with all other Preferred Shares subject to
redemption or retirement, the redemption of which, if deemed to have
occurred immediately prior to the opening of
business on the Cure Date, would have resulted in the Trusts having
both Moodys Eligible Assets with a Discounted
Value, and S&P Eligible Assets with a Discounted Value, greater than
 or equal to the Municipal Preferred Basic
Maintenance Amount or maintaining the 1940 Act Municipal Preferred
Asset Coverage, as the case may be, on such
Cure Date (provided, however, that if there is no such minimum number
of shares of Municipal Preferred and other
Preferred Shares the redemption or retirement of which would have had
 such result, all shares of Municipal
Preferred and Preferred Shares then outstanding shall be redeemed),
and (ii) the maximum number of shares of
Municipal Preferred, together with all other Preferred Shares subject
 to redemption or retirement, that can be
redeemed out of funds expected to be legally available therefor in
accordance with the Declaration, these By-laws
and applicable law.  In determining the shares of Municipal Preferred
 required to be redeemed in accordance with
the foregoing, the Trust shall allocate the number required to be
redeemed to satisfy the Municipal Preferred
Basic Maintenance Amount or the 1940 Act Municipal Preferred Asset
 Coverage, as the case may be, pro rata among
shares of Municipal Preferred and other Preferred Shares (and, then
pro rata among each series of Municipal
Preferred) subject to redemption or retirement.  The Trust shall effect
 such redemption on the date fixed by the
Trust therefor, which date shall not be earlier than 20 days nor later
than 40 days after such Cure Date, except
that if the Trust does not have funds legally available for the redemption
 of all of the required number of
shares of Municipal Preferred and other Preferred Shares which are subject
 to redemption or retirement or the
Trust otherwise is unable to effect such redemption on or prior to 40 days
after such Cure Date, the Trust shall
redeem those shares of Municipal Preferred and other Preferred Shares which
it was unable to redeem on the
earliest practicable date on which it is able to effect such redemption.
If fewer than all of the outstanding
shares of a series of Municipal Preferred are to be redeemed pursuant to
 this subparagraph (b), the number of
shares of such series to be redeemed shall be redeemed pro rata from the
 Holders of shares of such series in
proportion to the number of shares of such series held by such Holders.

(c)      Notice of Redemption.  If the Trust shall determine or be
required to redeem shares of a series of
Municipal Preferred pursuant to subparagraph (a) or (b) of this
paragraph 11, it shall mail a Notice of
Redemption with respect to such redemption by first class mail, postage
prepaid, to each Holder of the shares of
such series to be redeemed, at such Holders address as the same appears
on the record books of the Trust on the
record date established by the Board of Trustees.  Such Notice of
 Redemption shall be so mailed not less than 20
nor more than 45 days prior to the date fixed for redemption.  Each
such Notice of Redemption shall state:  (i)
the redemption date; (ii) the number of shares of Municipal Preferred
to be redeemed and the series thereof;
(iii) the CUSIP number for shares of such series; (iv) the Redemption
Price; (v) the place or places where the
certificate(s) for such shares (properly endorsed or assigned for
transfer, if the Board of Trustees shall so
require and the Notice of Redemption shall so state) are to be
surrendered for payment of the Redemption Price;
(vi) that dividends on the shares to be redeemed will cease to
accumulate on such redemption date; and (vii) the
provisions of this paragraph 11 under which such redemption is made.
 If fewer than all shares of a series of
Municipal Preferred held by any Holder are to be redeemed, the Notice
 of Redemption mailed to such Holder shall
also specify the number of shares of such series to be redeemed from
 such Holder.  The Trust may provide in any
Notice of Redemption relating to an optional redemption contemplated
 to be effected pursuant to subparagraph (a)
of this paragraph 11 that such redemption is subject to one or more
conditions precedent and that the Trust shall
not be required to make such redemption unless each such condition

shall have been satisfied at the time or times
and in the manner specified in such Notice of Redemption.

(d)      No Redemption Under Certain Circumstances.  Notwithstanding
 the provisions of subparagraphs (a) or (b)
of this paragraph 11, if any dividends on shares of a series of
Municipal Preferred (whether or not earned or
declared) are in arrears, no shares of such series shall be redeemed
 unless all outstanding shares of such series
are simultaneously redeemed, and the Trust shall not purchase or
 otherwise acquire any shares of such series;
provided, however, that the foregoing shall not prevent the purchase
or acquisition of all outstanding shares of
such series pursuant to the successful completion of an otherwise
 lawful purchase or exchange offer made on the
same terms to, and accepted by, Holders of all outstanding shares
 of such series.

(e)      Absence of Funds Available for Redemption.  To the extent
that any redemption for which Notice of
Redemption has been mailed is not made by reason of the absence of
 legally available funds therefor in accordance
with the Declaration, these By-laws and applicable law, such redemption
 shall be made as soon as practicable to
the extent such funds become available.  Failure to redeem shares of
Municipal Preferred shall be deemed to occur
if at any time after the date specified for redemption in a Notice of
Redemption the Trust shall have failed, for
any reason whatsoever, to deposit in trust with the Auction Agent the
Redemption Price with respect to any shares
of which such Notice of Redemption has been mailed; provided, however,
 that the foregoing shall not apply in the
case of the Trusts failure to deposit in trust with the Auction Agent
the Redemption Price with respect to any
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.
  Notwithstanding the fact that the Trust
may not have redeemed shares of Municipal Preferred for which a Notice
of Redemption has been mailed, dividends
may be declared and paid on shares of Municipal Preferred and shall
include those shares of Municipal Preferred
for which a Notice of Redemption has been mailed.

(f)      Auction Agent as Trustee of Redemption Payments by Trust.
All moneys paid to the Auction Agent for
payment of the Redemption Price of shares of Municipal Preferred called
 for redemption shall be held in trust by
the Auction Agent for the benefit of Holders of shares so to be redeemed.

(g)      Shares for Which Notice of Redemption Has Been Given Are No
 Longer Outstanding.  Provided a Notice of
Redemption has been mailed pursuant to subparagraph (c) of this paragraph
11, upon the deposit with the Auction
Agent (on the Business Day next preceding the date fixed for redemption
thereby, in funds available on the next
Business Day in The City of New York, New York) of funds sufficient to
redeem the shares of Municipal Preferred
that are the subject of such notice, dividends on such shares shall
cease to accumulate and such shares shall no
longer be deemed to be outstanding for any purpose, and all rights of
the Holders of the shares so called for
redemption shall cease and terminate, except the right of such Holders
to receive the Redemption Price, but
without any interest or other additional amount, except as provided in
paragraphs 2(e)(i) and 3 of Part I of this
Section 12.1.  Upon surrender in accordance with the Notice of Redemption
of the certificates for any shares so
redeemed (properly endorsed or assigned for transfer, if the Board of
 Trustees shall so require and the Notice of
Redemption shall so state), the Redemption Price shall be paid by the
Auction Agent to the Holders of shares of
Municipal Preferred subject to redemption.  In the case that fewer than
 all of the shares represented by any such
certificate are redeemed, a new certificate shall be issued, representing
the unredeemed shares, without cost to
the Holder thereof.  The Trust shall be entitled to receive from the
 Auction Agent, promptly after the date fixed
for redemption, any cash deposited with the Auction Agent in excess of
 (i) the aggregate Redemption Price of the
shares of Municipal Preferred called for redemption on such date and
 (ii) all other amounts to which Holders of
shares of Municipal Preferred called for redemption may be entitled.
  Any funds so deposited that are unclaimed
at the end of 90 days from such redemption date shall, to the extent
permitted by law, be repaid to the Trust,
after which time the Holders of shares of Municipal Preferred so called
for redemption may look only to the Trust
for payment of the Redemption Price and all other amounts to which they
 may be entitled.  The Trust shall be
entitled to receive, from time to time after the date fixed for
 redemption, any interest on the funds so
deposited.

(h)      Compliance With Applicable Law.  In effecting any redemption
pursuant to this paragraph 11, 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 StateMassachusetts law, but shall
effect no redemption except in accordance with
the 1940 Act and any applicable StateplaceMassachusetts law.

(i)      Only Whole Shares of Municipal Preferred May Be Redeemed.
In the case of any redemption pursuant to
this paragraph 11, only whole shares of Municipal Preferred shall be
 redeemed, and in the event that any
provision of the Declaration or these By-laws would require redemption
 of a fractional share, the Auction Agent
shall be authorized to round up so that only whole shares are redeemed.

12.      Liquidation Rights.

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

(b)      Distributions Upon Liquidation.  Upon the dissolution,
liquidation or winding up of the affairs of the
Trust, whether voluntary or involuntary, the Holders of shares of
each series of Municipal Preferred then
outstanding shall be entitled to receive and to be paid out of the
 assets of the Trust available for distribution
to its shareholders, before any payment or distribution shall be made
on the Common Shares or on any other class
of shares of the Trust ranking junior to the Municipal Preferred upon
dissolution, liquidation or winding up, an
amount equal to the Liquidation Preference with respect to such shares
 plus an amount equal to all dividends
thereon (whether or not earned or declared) accumulated but unpaid to
 (but not including) the date of final
distributions in same-day funds, together with any payments required to
be made pursuant to paragraph 3 of Part I
of this Section 12.1 in connection with the liquidation of the Trust.
  After the payment to the Holders of the
shares of each series of Municipal Preferred of the full preferential
 amounts provided for in this subparagraph
(b), the holders of Municipal Preferred as such shall have no right or
 claim to any of  the remaining assets of
the Trust.

(c)      Pro Rata Distributions.  In the event the assets of the Trust
 available for distribution to the Holders
of shares of Municipal Preferred 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 subparagraph (b) of this paragraph 12, 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 the shares of Municipal
Preferred 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
shares of Municipal Preferred, ratably, in
proportion to the full distributable amounts for which holders of
all such parity shares are respectively
entitled upon such dissolution, liquidation or winding up.

(d)      Rights of Junior Shares.  Subject to the rights of the
holders of shares of any series or class or
classes of shares ranking on a parity with the shares of Municipal
 Preferred with respect to the distribution of
assets upon dissolution, liquidation or winding up of the affairs
of the Trust, after payment shall have been
made in full to the Holders of the shares of Municipal Preferred as
provided in subparagraph (b) of this
paragraph 12, but not prior thereto, any other series or class or
 classes of shares ranking junior to the shares
of Municipal Preferred with respect to the distribution of assets
upon dissolution, liquidation or winding up of
the affairs of the Trust shall, subject to the respective terms and
 provisions (if any) applying thereto, be
entitled to receive any and all assets remaining to be paid or
 distributed, and the Holders of the shares of
Municipal Preferred shall not be entitled to share therein.

(e)      Certain Events Not Constituting Liquidation.  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 Massachusetts
business trust or corporation nor the merger or consolidation of any
Massachusetts business trust or corporation
into or with the Trust shall be a dissolution, liquidation or winding
 up, whether voluntary or involuntary, for
the purposes of this paragraph 12.

13.      Miscellaneous.

(a)      Amendment of this Section 12.1 to Add Additional Series.
 Subject to the provisions of subparagraph (c)
of paragraph 10 of Part I of this Section 12.1, the Board of Trustees
may, by resolution duly adopted, without
shareholder approval (except as otherwise provided by this Section
12.1 or required by applicable law), amend
Section 12.1 to (1) reflect any amendment hereto which the Board of
Trustees is entitled to adopt pursuant to the
terms of this Section 12.1 without shareholder approval or (2) add
 additional series of Municipal Preferred or
additional shares of a series of Municipal Preferred (and terms
relating thereto) to the series and shares of
Municipal Preferred theretofore described thereon.  Each such additional
 series and all such additional shares
shall be governed by the terms of this Section 12.1.

(b)      [Reserved]

(c)      No Fractional Shares.  No fractional shares of Municipal
 Preferred shall be issued.

(d)      Status of Shares of Municipal Preferred Redeemed, Exchanged
or Otherwise Acquired by the Trust.  Shares
of Municipal Preferred which are redeemed, exchanged or otherwise
 acquired by the Trust shall return to the
status of authorized and unissued Preferred Shares without designation
as to series.

(e)      Board May Resolve Ambiguities.  To the extent permitted by
applicable law, the Board of Trustees may
interpret or adjust the provisions of this Section 12.1 to resolve
any inconsistency or ambiguity or to remedy
any formal defect, and may amend this Section 12.1 with respect to
 any series of Municipal Preferred prior to
this issuance of shares of such series.

(f)      Headings Not Determinative.  The headings contained in this
 Section 12.1 are for convenience of
reference only and shall not affect the meaning or
 interpretation of this Section 12.1.

(g)      Notices.  All notices or communications, unless
otherwise specified in these By-Laws or this
Section 12.1, shall be sufficiently given if in writing and
 delivered in person or mailed by first-class mail,
postage prepaid.


127436
68

PART II

1. Orders.

(a) Prior to the Submission Deadline on each Auction Date for shares
 of a series of Municipal Preferred:

(i) each Beneficial Owner of shares of such series may submit to its
 Broker-Dealer by telephone or otherwise
information as to:

(A) the number of Outstanding shares, if any, of such series held by
 such Beneficial Owner which such
Beneficial Owner desires to continue to hold without regard to the
 Applicable Rate for shares
of such series for the next succeeding Rate Period of such shares;

(B) the number of Outstanding shares, if any, of such series held by
 such Beneficial Owner which such
Beneficial Owner offers to sell if the Applicable Rate for shares of
such series for the next
succeeding Rate Period of shares of such series shall be less than the
rate per annum specified
by such Beneficial Owner; and/or

(C) the number of Outstanding shares, if any, of such series held by
such Beneficial Owner which such
Beneficial Owner offers to sell without regard to the Applicable Rate
 for shares of such series
for the next succeeding Rate Period of shares of such series;

and

(ii) one or more Broker-Dealers, using lists of Potential Beneficial
 Owners, shall in good faith for the
purpose of conducting a competitive Auction in a commercially reasonable
 manner, contact Potential
Beneficial Owners (by telephone or otherwise), including Persons that
are not Beneficial Owners, on such
lists to determine the number of shares, if any, of such series which
each such Potential Beneficial
Owner offers to purchase if the Applicable Rate for shares of such
series for the next succeeding Rate
Period of shares of such series shall not be less than the rate per
 annum specified by such Potential
Beneficial Owner.

For purposes hereof, the communication by a Beneficial Owner or
Potential Beneficial Owner to a Broker-Dealer, or
by a Broker-Dealer to the Auction Agent, of information referred
 to in clause (i)(A), (i)(B), (i)(C) or (ii) of
this subparagraph (a) is hereinafter referred to as an Order and
 collectively as Orders and each Beneficial Owner
and each Potential Beneficial Owner placing an Order with a
 Broker-Dealer, and such Broker-Dealer placing an
Order with the Auction Agent, is hereinafter referred to as a
Bidder and collectively as Bidders; an Order
containing the information referred to in clause (i)(A) of this
subparagraph (a) is hereinafter referred to as a
Hold Order and collectively as Hold Orders; an Order containing
the information referred to in clause (i)(B) or
(ii) of this subparagraph (a) is hereinafter referred to as a Bid
and collectively as Bids; and an Order
containing the information referred to in clause (i)(C) of this
subparagraph (a) is hereinafter referred to as a
Sell Order and collectively as Sell Orders.

(b)      (i)  A Bid by a Beneficial Owner or an Existing Holder of
 shares of a series of Municipal Preferred
subject to an Auction on any Auction Date shall constitute an
irrevocable offer to sell:

(A) the number of Outstanding shares of such series specified in such Bid
 if the Applicable Rate for shares
of such series determined on such Auction Date shall be less than the rate
 specified therein;

(B) such number or a lesser number of Outstanding shares of such series to
be determined as set forth in
paragraph 4(a)(iv) of Part II of this Section 12.1 if the Applicable Rate
 for shares of such
series determined on such Auction Date shall be equal to the rate specified
 therein; or

(C) the number of Outstanding shares of such series specified in
 such Bid if the rate specified therein
shall be higher than the Maximum Rate for shares of such series, or
 such number or a lesser
number of Outstanding shares of such series to be determined as set
forth in paragraph 4(b)(iii)
of Part II of this Section 12.1 if the rate specified therein shall
be higher than the Maximum
Rate for shares of such series and Sufficient Clearing Bids for shares
 of such series do not
exist.

(ii) A Sell Order by a Beneficial Owner or an Existing Holder of shares
 of a series of
Municipal Preferred subject to an Auction on any Auction Date shall
constitute an irrevocable offer to
sell:

(A) the number of Outstanding shares of such series specified in such
 Sell Order; or

(B) such number or a lesser number of Outstanding shares of such series
 as set forth in paragraph 4(b)(iii)
of Part II of this Section 12.1 if Sufficient Clearing Bids for shares
of such series do not
exist;

provided, however, that a Broker-Dealer that is an Existing Holder with
 respect to shares of a series of
Municipal Preferred shall not be liable to any Person for failing to sell
such shares pursuant to a Sell
Order described in the proviso to paragraph 2(c) of Part II of this
 Section 12.1 if (1) such shares were
transferred by the Beneficial Owner thereof without compliance by
such Beneficial Owner or its
transferee Broker-Dealer (or other transferee person, if permitted
 by the Trust) with the provisions of
paragraph 7 of Part II of this Section 12.1 or (2) such Broker-Dealer
 has informed the Auction Agent
pursuant to the terms of its Broker-Dealer Agreement that, according
 to such Broker-Dealers records,
such Broker-Dealer believes it is not the Existing Holder of such
shares.

(iii) A Bid by a Potential Beneficial Holder or a Potential Holder
of shares of a series of
Municipal Preferred subject to an Auction on any Auction Date shall
constitute an irrevocable offer to
purchase:

(A) the number of Outstanding shares of such series specified in such
 Bid if the
Applicable Rate for shares of such series determined on such Auction
 Date shall be higher than
the rate specified therein; or

(B) such number or a lesser number of Outstanding shares of such
series as set forth
in paragraph 4(a)(v) of Part II of this Section 12.1 if the Applicable
 Rate for shares of such
series determined on such Auction Date shall be equal to the rate
specified therein.

(c)      No Order for any number of shares of Municipal Preferred other
 than whole shares shall be valid.

2.       Submission of Orders by Broker-Dealers to Auction Agent.

(a)      Each Broker-Dealer shall submit in writing to the Auction Agent
 prior to the Submission Deadline on each
Auction Date all Orders for shares of Municipal Preferred of a series
subject to an Auction on such Auction Date
obtained by such Broker-Dealer, designating itself (unless otherwise
 permitted by the Trust) as an Existing
Holder in respect of shares subject to Orders submitted or deemed
submitted to it by Beneficial Owners and as a
Potential Holder in respect of shares subject to Orders submitted
to it by Potential Beneficial Owners, and shall
specify with respect to each Order for such shares:

(i)      the name of the Bidder placing such Order (which shall be
 the Broker-Dealer unless otherwise permitted
          by the Trust);

(ii)     the aggregate number of shares of such series that are the
 subject of such Order;

(iii)    to the extent that such Bidder is an Existing Holder of
shares of such series:

(A)      the number of shares, if any, of such series subject to any
Hold Order of such Existing Holder;

(B)      the number of shares, if any, of such series subject to any
Bid of such Existing Holder and the rate
                  specified in such Bid; and

(C)      the number of shares, if any, of such series subject to any
 Sell Order of such Existing Holder; and

(iv)     to the extent such Bidder is a Potential Holder of shares of
such series, the rate and number of shares
          of such series specified in such Potential Holders Bid.

(b)      If any rate specified in any Bid contains more than three
 figures to the right of the decimal point, the
Auction Agent shall round such rate up to the next highest one
 thousandth (.001) of 1%.

(c)      If an Order or Orders covering all of the Outstanding
shares of Municipal Preferred of a series held by
any Existing Holder is not submitted to the Auction Agent prior
 to the Submission Deadline, the Auction Agent
shall deem a Hold Order to have been submitted by or on behalf
of such Existing Holder covering the number of
Outstanding shares of such series held by such Existing Holder
 and not subject to Orders submitted to the Auction
Agent; provided, however, that if an Order or Orders covering
 all of the Outstanding shares of such series held
by any Existing Holder is not submitted to the Auction Agent
prior to the Submission Deadline for an Auction
relating to a Special Rate Period consisting of more than 28
Rate Period Days, the Auction Agent shall deem a
Sell Order to have been submitted by or on behalf of such
Existing Holder covering the number of outstanding
shares of such series held by such Existing Holder and not
 subject to Orders submitted to the Auction Agent.

(d)      If one or more Orders of an Existing Holder is submitted
 to the Auction Agent covering in the aggregate
more than the number of Outstanding shares of Municipal Preferred
 of a series subject to an Auction held by such
Existing Holder, such Orders shall be considered valid in the
following order of priority:

(i) all Hold Orders for shares of such series shall be considered
valid, but only up to and including in the
aggregate the number of Outstanding shares of such series held by
such Existing Holder, and if the
number of shares of such series subject to such Hold Order exceeds
 the number of Outstanding shares of
such series held by such Existing Holder, the number of shares
subject to each such Hold Order shall be
reduced pro rata to cover the number of Outstanding shares of such
series held by such Existing Holder;

(ii) (A) any Bid for shares of such series shall be considered
valid up to and
including the excess of the number of Outstanding shares of such
 series held by such Existing Holder
over the number of shares of such series subject to any Hold Orders
referred to in clause (i) above;

(B) subject to subclause (A), if more than one Bid of an Existing
Holder for shares of such series is
submitted to the Auction Agent with the same rate and the number
 of Outstanding shares of such series
subject to such Bids is greater than such excess, such Bids shall
 be considered valid up to and
including the amount of such excess, and the number of shares of
 such series subject to each Bid with
the same rate shall be reduced pro rata to cover the number of
shares of such series equal to such
excess;

(C) subject to subclauses (A) and (B), if more than one Bid of an
 Existing Holder for
shares of such series is submitted to the Auction Agent with
different rates, such Bids shall be
considered valid in the ascending order of their respective
 rates up to and including the amount of such
excess; and

(D) in any such event, the number, if any, of such Outstanding
shares of such series
subject to any portion of Bids considered not valid in whole or in
part under this clause (ii) shall be
treated as the subject of a Bid for shares of such series by or on
 behalf of a Potential Holder at the
rate therein specified; and

(iii) all Sell Orders for shares of such series shall be considered
valid up to and including the excess of
the number of Outstanding shares of such series held by such Existing
Holder over the sum of shares of
such series subject to valid Hold Orders referred to in clause (i)
above and valid Bids referred to in
clause (ii) above.

(e) If more than one Bid for one or more shares of a series of
Municipal Preferred is submitted to the
Auction Agent by or on behalf of any Potential Holder, each such
 Bid submitted shall be a separate Bid with the
rate and number of shares therein specified.

(f) Any Order submitted by a Beneficial Owner or a Potential
Beneficial Owner to its Broker-Dealer, or by a
Broker-Dealer to the Auction Agent, prior to the Submission
Deadline on any Auction Date, shall be irrevocable.


3.       Determination of Sufficient Clearing Bids, Winning Bid
 Rate and Applicable Rate.

(a)      Not earlier than the Submission Deadline on each
Auction Date for shares of a series of Municipal
Preferred, the Auction Agent shall assemble all valid Orders
submitted or deemed submitted to it by the
Broker-Dealers in respect of shares of such series (each such Order
 as submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a
Submitted Hold Order, a Submitted Bid or a
Submitted Sell Order, as the case may be, or as a Submitted Order,
and collectively as Submitted Hold Orders,
Submitted Bids or Submitted Sell Orders, as the case may be, or as
Submitted Orders) and shall determine for such
series:

(i)      the excess of the number of Outstanding shares of such
series over the number of Outstanding shares of
         such series subject to Submitted Hold Orders (such excess
 being hereinafter referred to as the Available
         Municipal Preferred of such series);

(ii)     from the Submitted Orders for shares of such series
 whether:

(A)      the number of Outstanding shares of such series subject
 to Submitted Bids of Potential Holders
                specifying one or more rates equal to or lower
than the Maximum Rate for shares of such series;

                  exceeds or is equal to the sum of:

(B)      the number of Outstanding shares of such series subject to
 Submitted Bids of Existing Holders specifying
                one or more rates higher than the Maximum Rate for
shares of such series; and

(C)      the number of Outstanding shares of such series subject to
 Submitted Sell Orders

                  (in the event such excess or such equality exists
(other than because the number of shares of
                  such series in subclauses (B) and (C) above is zero
 because all of the Outstanding shares of
                  such series are subject to Submitted Hold Orders),
 such Submitted Bids in subclause (A) above
                  being hereinafter referred to collectively as
Sufficient Clearing Bids for shares of such
                  series); and

(iii)    if Sufficient Clearing Bids for shares of such series exist,
 the lowest rate specified in such Submitted
           Bids (the Winning Bid Rate for shares of such series)
which if:

(A)      (I)  each such Submitted Bid of Existing Holders specifying
 such lowest rate and (II) all other such
                  Submitted Bids of Existing Holders specifying
 lower rates were rejected, thus entitling such
                  Existing Holders to continue to hold the shares
 of such series that are subject to such
                  Submitted Bids; and

(B)      (I) each such Submitted Bid of Potential Holders specifying
 such lowest rate and (II) all other such
                  Submitted Bids of Potential Holders specifying
lower rates were accepted;

         would result in such Existing Holders described in subclause
(A) above continuing to hold an aggregate
         number of Outstanding shares of such series which, when added
to the number of Outstanding shares of
         such series to be purchased by such Potential Holders
described in subclause (B) above, would equal not
         less than the Available Municipal Preferred of such series.

(b)      Promptly after the Auction Agent has made the determinations
 pursuant to subparagraph (a) of this
paragraph 3, the Auction Agent shall advise the Trust of the Maximum
Rate for shares of the series of Municipal
Preferred for which an Auction is being held on the Auction Date and,
 based on such determination, the Applicable
Rate for shares of such series for the next succeeding Rate Period
thereof as follows:

(i) if Sufficient Clearing Bids for shares of such series exist,
that the Applicable Rate for all shares of
such series for the next succeeding Rate Period thereof shall be
equal to the Winning Bid Rate for
shares of such series so determined;

(ii) if Sufficient Clearing Bids for shares of such series do not
 exist (other than because all of the
Outstanding shares of such series are subject to Submitted Hold
Orders), that the Applicable Rate for
all shares of such series for the next succeeding Rate Period
thereof shall be equal to the Maximum Rate
for shares of such series; or

(iii) if all of the Outstanding shares of such series are subject
 to Submitted Hold Orders, that the
Applicable Rate for all shares of such series for the next
succeeding Rate Period thereof shall be as
set forth in subparagraph (c) of this paragraph 3.

(c)        For purposes of subparagraph (b)(iii) of this paragraph 3,
the Applicable Rate for shares of such
series for the next succeeding Rate Period of shares of such series
shall be equal to the lesser of the Kenny
Index (if such Rate Period consists of fewer than 183 Rate Period
Days) or the product of (A) (I) the AA
Composite Commercial Paper Rate on such Auction Date for such Rate
Period, if such Rate Period consists of fewer
than 183 Rate Period Days; (II) the Treasury Bill Rate on such
 Auction Date for such Rate Period, if such Rate
Period consists of more than 182 but fewer than 365 Rate Period
 Days; or (III) the Treasury Note Rate on such
Auction Date for such Rate Period, if such Rate Period is more
than 364 Rate Period Days (the rate described in
the foregoing clause (A)(I), (II) or (III), as applicable, being
 referred to herein as the Benchmark Rate) and
(B) 1 minus the greater of the maximum marginal regular Federal
individual income tax rate applicable to ordinary
income or the maximum marginal regular Federal corporate income
 tax rate applicable to ordinary income; provided,
however, that if the Trust has notified the Auction Agent of its
 intent to allocate to shares of such series in
such Rate Period any net capital gains or other income taxable for
Federal income tax purposes (Taxable Income),
the Applicable Rate for shares of such series for such Rate Period
will be (i) if the Taxable Yield Rate (as
defined below) is greater than the Benchmark Rate, then the Benchmark
 Rate, or (ii) if the Taxable Yield Rate is
less than or equal to the Benchmark Rate, then the rate equal to the
sum of (x) the lesser of the Kenny Index (if
such Rate Period consists of fewer than 183 Rate Period Days) or the
 product of the Benchmark Rate multiplied by
the factor set forth in the preceding clause (B) and (y) the product
 of the maximum marginal regular Federal
individual income tax rate applicable to ordinary income or the
 maximum marginal regular Federal corporate income
tax applicable to ordinary income, whichever is greater, multiplied
by the Taxable Yield Rate.  For purposes of
the foregoing, Taxable Yield Rate means the rate determined by (a)
 dividing the amount of Taxable Income
available for distribution per such share of Municipal Preferred
by the number of days in the Dividend Period in
respect of which such Taxable Income is contemplated to be
distributed, (b) multiplying the amount determined in
(a) above by 365 (in the case of a Dividend Period of 7 Rate
 Period Days) or 360 (in the case of any other
Dividend Period), and (c) dividing the amount determined in
(b) above by $25,000.

4.       Acceptance and Rejection of Submitted Bids and Submitted
Sell Orders and Allocation of Shares.  Existing
Holders shall continue to hold the shares of Municipal Preferred
that are subject to Submitted Hold Orders, and,
based on the determinations made pursuant to subparagraph (a) of
 paragraph 3 of Part II of this Section 12.1, the
Submitted Bids and Submitted Sell Orders shall be accepted or
 rejected by the Auction Agent and the Auction Agent
shall take such other action as set forth below:

(a)      If Sufficient Clearing Bids for shares of a series of
Municipal Preferred have been made, all Submitted
Sell Orders with respect to shares of such series shall be
 accepted and, subject to the provisions of
subparagraphs (d) and (e) of this paragraph 4, Submitted Bids
 with respect to shares of such series shall be
accepted or rejected as follows in the following order of
priority and all other Submitted Bids with respect to
shares of such series shall be rejected:

(i)      Existing Holders Submitted Bids for shares of such
series specifying any rate that is higher than the
         Winning Bid Rate for shares of such series shall be
accepted, thus requiring each such Existing Holder
         to sell the shares of Municipal Preferred subject to
 such Submitted Bids;

(ii)     Existing Holders Submitted Bids for shares of such series
specifying any rate that is lower than the
         Winning Bid Rate for shares of such series shall be
rejected, thus entitling each such Existing Holder
         to continue to hold the shares of Municipal Preferred
subject to such Submitted Bids;

(iii) Potential Holders Submitted Bids for shares of such series
specifying any rate that is lower than the
Winning Bid Rate for shares of such series shall be accepted;

(iv) each Existing Holders Submitted Bid for shares of such series
specifying a rate that is equal to the
Winning Bid Rate for shares of such series shall be rejected, thus
entitling such Existing Holder to
continue to hold the share of Municipal Preferred subject to such
Submitted Bid, unless the number of
Outstanding shares of Municipal Preferred subject to all such
Submitted Bids shall be greater than the
number of shares of Municipal Preferred (remaining shares) in the
excess of the Available Municipal
Preferred of such series over the number of shares of Municipal
Preferred subject to Submitted Bids
described in clauses (ii) and (iii) of this subparagraph (a), in
which event such Submitted Bid of such
Existing Holder shall be rejected in part, and such Existing Holder
 shall be entitled to continue to
hold shares of Municipal Preferred subject to such Submitted Bid,
but only in an amount equal to the
number of shares of Municipal Preferred of such series obtained by
multiplying the number of remaining
shares by a fraction, the numerator of which shall be the number of
 Outstanding shares of Municipal
Preferred held by such Existing Holder subject to such Submitted
 Bid and the denominator of which shall
be the aggregate number of Outstanding shares of Municipal Preferred
subject to such Submitted Bids made
by all such Existing Holders that specified a rate equal to the Winning
 Bid Rate for shares of such
series; and

(v) each Potential Holders Submitted Bid for shares of such series
specifying a rate that is equal to the
Winning Bid Rate of shares of such series shall be accepted but only
 in an amount equal to the number of
shares of such series obtained by multiplying the number of shares
 in the excess of the Available
Municipal Preferred of such series over the number of shares of
Municipal Preferred subject to Submitted
Bids described in clauses (ii) through (iv) of this subparagraph
(a) by a fraction, the numerator of
which shall be the number of Outstanding shares of Municipal
 Preferred subject to such Submitted Bids
and the denominator of which shall be the aggregate number of
Outstanding shares of Municipal Preferred
subject to such Submitted Bids made by all such Potential Holders
 that specified a rate equal to the
Winning Bid Rate for shares of such series.

(b) If Sufficient Clearing Bids for shares of a series of Municipal
Preferred have not been made (other than
because all of the Outstanding shares of such series are subject to
 Submitted Hold Orders), subject to the
provisions of subparagraph (d) of this paragraph 4, Submitted Orders
for shares of such series shall be accepted
or rejected as follows in the following order of priority and all
other Submitted Bids for shares of such series
shall be rejected:

(i)      Existing Holders Submitted Bids for shares of such series
specifying any rate that is equal to or lower
         than the Maximum Rate for shares of such series shall be
rejected, thus entitling such Existing Holders
         to continue to hold the shares of Municipal Preferred
subject to such Submitted Bids;

(ii)     Potential Holders Submitted Bids for shares of such series
specifying any rate that is equal to or lower
         than the Maximum Rate for shares of such series shall be
 accepted; and

(iii)    Each Existing Holders Submitted Bid for shares of such
series specifying any rate that is higher than
         the Maximum Rate for shares of such series and the Submitted
 Sell Orders for shares of such series of
         each Existing Holder shall be accepted, thus entitling each
 Existing Holder that submitted or on whose
         behalf was submitted any such Submitted Bid or Submitted
Sell Order to sell the shares of such series
         subject to such Submitted Bid or Submitted Sell Order, but
in both cases only in an amount equal to the
         number of shares of such series obtained by multiplying the
 number of shares of such series subject to
         Submitted Bids described in clause (ii) of this subparagraph
(b) by a fraction, the numerator of which
         shall be the number of Outstanding shares of such series
 held by such Existing Holder subject to such
         Submitted Bid or Submitted Sell Order and the denominator
 of which shall be the aggregate number of
         Outstanding shares of such series subject to all such
Submitted Bids and Submitted Sell Orders.

(c)      If all of the Outstanding shares of a series of Municipal
 Preferred are subject to Submitted Hold
Orders, all Submitted Bids for shares of such series shall be
rejected.

(d)      If, as a result of the procedures described in clause
(iv) or (v) of subparagraph (a) or clause (iii) of
subparagraph (b) of this paragraph 4, any Existing Holder would
 be entitled or required to sell, or any Potential
Holder would be entitled or required to purchase, a fraction of
a share of a series of Municipal Preferred on any
Auction Date, the Auction Agent shall, in such manner as it shall
 determine in its sole discretion, round up or
down the number of shares of Municipal Preferred of such series to
 be purchased or sold by any Existing Holder or
Potential Holder on such Auction Date as a result of such procedures
 so that the number of shares so purchased or
sold by each Existing Holder or Potential Holder on such Auction Date
 shall be whole shares of Municipal
Preferred.

(e)      If, as a result of the procedures described in clause (v)
of paragraph (a) of this paragraph 4, any
Potential Holder would be entitled or required to purchase less
 than a whole share of series of Municipal
Preferred on any Auction Date, the Auction Agent shall, in such
manner as it shall determine in its sole
discretion, allocate shares of Municipal Preferred of such series
for purchase among Potential Holders so that
only whole shares of Municipal Preferred of such series are purchased
 on such Auction Date as a result of such
procedures by any Potential Holder, even if such allocation results
in one or more Potential Holders not
purchasing shares of Municipal Preferred of such series on such
Auction Date.

(f)      Based on the results of each Auction for shares of a series
of Municipal Preferred, the Auction Agent
shall determine the aggregate number of shares of such series to be
 purchased and the aggregate number of shares
of such series to be sold by Potential Holders and Existing Holders
and, with respect to each Potential Holder
and Existing Holder, to the extent that such aggregate number of
shares to be purchased and such aggregate number
of shares to be sold differ, determine to which other Potential
 Holder(s) or Existing Holder(s) they shall
deliver, or from which other Potential Holder(s) or Existing Holder(s)
 they shall receive, as the case may be,
shares of Municipal Preferred of such series.  Notwithstanding any
provision of the Auction Procedures or the
Settlement Procedures to the contrary, in the event an Existing
Holder or Beneficial Owner of shares of a series
of Municipal Preferred with respect to whom a Broker-Dealer submitted
 a Bid to the Auction Agent for such shares
that was accepted in whole or in part, or submitted or is deemed to
have submitted a Sell Order for such shares
that was accepted in whole or in part, fails to instruct its Agent
Member to deliver such shares against payment
therefor, partial deliveries of shares of Municipal Preferred that
 have been made in respect of Potential Holders
or Potential Beneficial Owners Submitted Bids for shares of such
 series that have been accepted in whole or in
part shall constitute good delivery to such Potential Holders and
 Potential Beneficial Owners.

(g)      Neither the Trust nor the Auction Agent nor any affiliate
 of either shall have any responsibility or
liability with respect to the failure of an Existing Holder, a
Potential Holder, a Benefit Owner, a Potential
Beneficial Owner or its respective Agent Member to deliver shares
 of Municipal Preferred of any series or to pay
for shares of Municipal Preferred of any series sold or purchased
 pursuant to the Auction Procedures or otherwise.

5.       Notification of Allocations.  Whenever the Trust intends
 to include any net capital gain or other income
taxable for Federal income tax purposes in any dividend on shares
of Municipal Preferred, the Trust shall, in the
case of a Minimum Rate Period or a Special Rate Period of 28 Rate
Period Days or fewer, and may, in the case of
any other Special Rate Period, notify the Auction Agent of the
amount to be so included not later than the
Dividend Payment Date next preceding the Auction Date on which the
 Applicable Rate for such dividend is to be
established.  Whenever the Auction Agent receives such notice from
 the Trust, it will be required in turn to
notify each Broker-Dealer, who, on or prior to such Auction Date,
 in accordance with its Broker-Dealer Agreement,
will be required to notify its Beneficial Owners and Potential
Beneficial Owners of shares of Municipal Preferred
believed by it to be interested in submitting an Order in the
Auction to be held on such Auction Date.

6.       Auction Agent.  For so long as any shares of Municipal
Preferred are outstanding, the Auction Agent,
duly appointed by the Trust to so act, shall be in each case a
commercial bank, trust company or other financial
institution independent of the Trust and its affiliates (which
however, may engage or have engaged in business
transactions with the Trust or its affiliates) and at no time
 shall the Trust or any of its affiliates act as the
Auction Agent in connection with the Auction Procedures.  If the
 Auction Agent resigns or for any reason its
appointment is terminated during any period that any shares of
 Municipal Preferred are outstanding, the Board of
Trustees shall use its best efforts promptly thereafter to appoint
 another qualified commercial bank, trust
company or financial institution to act as the Auction Agent.  The
 Auction Agents registry of Existing Holders of
shares of a series of Municipal Preferred shall be conclusive and
binding on the Broker-Dealers.  A Broker-Dealer
may inquire of the Auction Agent between 3:00 p.m. on the Business
 Day preceding an Auction for shares of a
series of Municipal Preferred and 9:30 a.m. on the Auction Date for
such Auction to ascertain the number of
shares of a series in respect of which the Auction Agent has determined
 such Broker-Dealer to be an Existing
Holder.  If such Broker-Dealer believes it is the Existing Holder of
fewer shares of such series than specified
by the Auction Agent in response to such Broker-Dealers inquiry, such
Broker-Dealer may so inform the Auction
Agent of that belief.  Such Broker-Dealer shall not, in its capacity
as Existing Holder of shares of such series,
submit Orders in such Auction in respect of shares of such series
covering in the aggregate more than the number
of shares of such series specified by the Auction Agent in response
to such Broker-Dealers inquiry.

7.       Transfer of Shares of Municipal Preferred.  Unless otherwise
permitted by the Trust, a Beneficial Owner
or an Existing Holder may sell, transfer or otherwise dispose of shares
of Municipal Preferred only in whole
shares and only pursuant to a Bid or Sell Order placed with the Auction
Agent in accordance with the procedures
described in Part II of this Section 12.1 or to a Broker-Dealer;
provided, however, that (a) a sale, transfer or
other disposition of shares of Municipal Preferred from a customer
of a Broker-Dealer who is listed on the
records of that Broker-Dealer as the holder of such shares to that
Broker-Dealer or another customer of that
Broker-Dealer shall not be deemed to be a sale, transfer or other
disposition for purposes of this paragraph 7 if
such Broker-Dealer remains the Existing Holder of the shares so
sold, transferred or disposed of immediately
after such sale, transfer or disposition and (b) in the case of
all transfers other than pursuant to Auctions,
the Broker-Dealer (or other Person, if permitted by the Trust)
to whom such transfer is made shall advise the
Auction Agent of such transfer.

8.       Global Certificate.  Prior to the commencement of a
Voting Period, (i) all of the shares of a series of
Municipal Preferred outstanding from time to time shall be
represented by one global certificate registered in
the name of the Securities Depository or its nominee and (ii)
no registration of transfer of shares of a series
of Municipal Preferred shall be made on the books of the Trust
to any Person other than the Securities Depository
or its nominee.

Article 13.
 Amendments

         Except as otherwise expressly stated herein,
these By-Laws may be amended or replaced, in whole or in
part, by a majority of the Trustees then in office at
 any meeting of the Trustees, or by one or more writings
signed by such a majority.


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