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<SEC-DOCUMENT>0000912938-09-000300.txt : 20090625
<SEC-HEADER>0000912938-09-000300.hdr.sgml : 20090625
<ACCEPTANCE-DATETIME>20090625103450
ACCESSION NUMBER:		0000912938-09-000300
CONFORMED SUBMISSION TYPE:	NSAR-B/A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20081130
FILED AS OF DATE:		20090625
DATE AS OF CHANGE:		20090625
EFFECTIVENESS DATE:		20090625

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFS HIGH INCOME MUNICIPAL TRUST
		CENTRAL INDEX KEY:			0000845606
		IRS NUMBER:				043039022
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		NSAR-B/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05754
		FILM NUMBER:		09908699

	BUSINESS ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
		BUSINESS PHONE:		6179545000

	MAIL ADDRESS:	
		STREET 1:		500 BOYLSTON STREET
		STREET 2:		20TH FL LEGAL DEPT
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COLONIAL HIGH INCOME MUNICIPAL TRUST
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
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SIGNATURE   ELLEN MOYNIHAN
TITLE       ASSISTANT TREASURER

</TEXT>
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<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>a77q1.txt
<TEXT>

27
130373
As Amended - 12/13/00 Article 12,
Section 12.10(a)(v)
As Amended  12/13/01  Article 2.1
As Amended  15/8/01  Article 2.1
As Amended 6/20/01  Article 2.1; Article 4.6
As Amended - 12/9/03  Article 12, Part II
As Amended 8/11/04  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
As Amended 6/24/2008  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 s
hareholders 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 T
rust 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 United
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 attorney 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 shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to
procedures reasonably designed to verify that such instructions have been
authorized by such shareholder shall constitute execution
of such proxy by or on behalf of such shareholder.

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 Trust's 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 placeAugust 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, placeSeptember 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 Trust's 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 placeAugust 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, September 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 Trust's 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 Section 12.1.

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.

         "Accountant's 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 ar
 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
January 9, 1989 of the Trust, as amended by
Amendment No. 1 dated placeFebruary 8, 1989 to the Agreement and Declaration of
 Trust of the Trust and Amendment No. 2 dated
placeJuly 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 a
t 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, placeMIG-1 or VMIG-1 by
 Moody's.

         "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 Moody's Eligible Asset that is not
currently callable as of such Valuation Date at the option of the issuer
 thereof, the quotient of (i) the Market Value thereof
divided by (2) the product of (A) the applicable Moody's Discount Factor
multiplied by (B) the sum of 1 plus the Moodys Liquidity
Factor; or (b) with respect to a Moody's 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 product of (A) the applicable Moody's Discount Factor multiplied by (B)
the sum of 1 plus the Moodys Liquidity 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&P's
legal defeasance criteria, (ii) have been determined to be economically
defeased in accordance with S&P's economic defeasance
criteria and assigned a rating of placeAAA by S&P, (iii) are not rated by S&P
 but have been determined to be legally defeased by
Moody's, or (iv) have been determined to be economically defeased by Moody's
and assigned a rating no lower than the rating that is
Moody's equivalent of S&P's placeAAA 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 Trust's 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 "Moody's 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 Holder's 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
Sectio 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 three to one at their time of 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.

         "Moody's" shall mean Moody's Investors Service, Inc., a Delaware
corporation, and its successors.

         "Moody's Discount Factor" shall mean, for purposes of determining the
 Discounted Value of any Moody's 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 Moody's Exposure Period, in
accordance with the table set forth below:

 Rating Category_________________________________

Exposure Period Aaa* Aa*  A*    Baa*   Other**( V)MIG-1**SP-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

..........*        Moody's rating.
..........**       Municipal Obligations not rated by Moody's but rated BBB by
S&P.
         ***      Municipal Obligations rated placeMIG-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 Moody's 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 Moody's or less
 than BBB by S&P or not rated by Moody's or S&P.

         Notwithstanding the foregoing, (i) the Moody's Discount Factor for
 short-term Municipal Obligations will be 115%, so long as
such Municipal Obligations are rated at least placeMIG-1, VMIG-1 or P-1 by
Moody's 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 Moody's 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 Moody's
Eligible Assets); provided, however, that for purposes of determining the
Moody's Discount Factor applicable to a Municipal
Obligation, any Municipal Obligation (excluding any short-term Municipal
Obligation) not rated by Moody's but rated by S&P shall be
deemed to have a Moody's rating which is one full rating category lower than
its S&P rating.

         "Moody's 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 Moody's rating, if applicable, suspended by Moody's, (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 Moody's or rated lower than Baa3 by Moody's
and not rated by S&P or rated lower than BBB by S&P
("Unrated Moody's Municipal Obligations") may comprise no more than 4% of
total Moody's Eligible Assets; such Unrated Moody's
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 Moody's Eligible Assets; such BBB-rated Municipal
 Obligations and Unrated Moody's Municipal Obligations, if
any, together with any Municipal Obligations issued by the same issuer and
rated Baa by Moody's or A by S&P may comprise no more than
6% of total Moody's Eligible Assets; such BBB, Baa and A-rated Municipal
Obligations and Unrated Moody's Municipal Obligations, if
any, together with any Municipal Obligations issued by the same issuer and
rated A by Moody's or AA by S&P, may comprise no more than
10% of total Moody's Eligible Assets; and such BBB, Baa, A and AA-rated
Municipal Obligations and Unrated Moody's Municipal
Obligations, if any, together with any Municipal Obligations issued by the
same issuer and rated Aa by Moody's or placeAAA by S&P,
may comprise no more than 20% of total Moody's 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
Moody's or rated lower than Baa3 by Moody's and not
rated by S&P or rated lower than BBB by S&P may comprise no more than 12% of
 total Moody's Eligible Assets; such Unrated Moody's
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 Moody's Eligible
Assets; such BBB-rated Municipal Obligations and Unrated
Moody's Municipal Obligations, if any, together with any Municipal Obligations
issued by issuers located within the same state or
territory and rated Baa by Moody's or A by S&P, may comprise no more than 20%
 of total Moody's Eligible Assets; such BBB, Baa and
A-rated Municipal Obligations and Unrated Moody's Municipal Obligations, if
any, together with any Municipal Obligations issued by
issuers located within the same state or territory and rated A by Moody's or
AA by S&P, may comprise no more than 40% of total
Moody's Eligible Assets; and such BBB, Baa, A and AA-rated Municipal
 Obligations and Unrated Moody's Municipal Obligations, if any,
together with any Municipal Obligations issued by issuers located within the
same state or territory and rated Aa by Moody's or
placeAAA by S&P, may comprise no more than 60% of total Moody's Eligible
Assets.  Municipal Obligations which are not rated by Moody's
or S&P may comprise no more than 40% of the aggregate Market Value of Moody's
 Eligible Assets; provided, however, that if the Market
Value of such Municipal Obligations exceeds 40% of the aggregate Market Value
of Moody's Eligible Assets, a portion of such Municipal
Obligations (selected by the Trust) shall not be considered Moody's Eligible
Assets, so that the Market Value of such Municipal
Obligations (excluding such portion) does not exceed 40% of the aggregate
 Market Value of Moody's Eligible Assets; provided, however,
that no such unrated Municipal Obligation shall be considered a Moody's
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,
Moody's Eligible Assets shall be calculated without including cash,
 and Municipal Obligations rated placeMIG-1, VMIG-1 or P-1 or, if
not rated by Moody's, 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 Moody's 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 Moody's 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 Moody's 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 Moody's 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
 Moody's 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 Moody's has indicated to the Trust will not affect
the status of such asset as a Moody's 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, (d)
 Liens by virtue of any repurchase agreement or futures
contract, and (e) Liens by virtue of the transfer of such asset that is a
 Municipal Obligation by the Trust to a special purpose
issuer that, in turn, issues floating rate trust certificates or other
 instruments and corresponding Inverse Floaters that
collectively evidence interests in such asset, provided that, for purposes of
 calculating the total market value of such asset, the
accrued interest of such asset shall be derived from the accrued interest of
 the Inverse Floaters representing interests therein; or
(ii) deposited irrevocably for the payment of any liabilities for purposes of
 determine the Municipal Preferred Basic Maintenance
Amount.

         "Moody's Exposure Period" shall mean the period commencing on a given
 Valuation Date and ending 49 days thereafter.

         Moodys Liquidity Factor shall equal the product, expressed as a
 percentage, of (i) the quotient, expressed as a
percentage, of (A) the aggregate value of the Municipal Obligations that are
transferred by the Trust to special purpose issuers
that, in turn, issue floating rate trust certificates or other instruments and
 corresponding Inverse Floaters that collectively
evidence interests in such Municipal Obligations divided by (B) the total asset
 value of the Trust; multiplied by (ii) the quotient,
measured at their time of original issuance, expressed as a percentage, of (A)
the aggregate dollar amount of floating rate trust
certificates or other instruments issued by the same issuer that issued, and
corresponding to, the Inverse Floaters issued by the
special purpose issuers referred to in clause (i)(A) of this definition
divided by (B) the aggregate value calculated in clause
(i)(A) of this definition; multiplied by (iii) 15%.

         "Moody's 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 Moody's 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 Trust's registration statement on Form N-2 as
filed with the Securities and Exchange Commission on placeAugust 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 calculation 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 Trust's 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; (F)
 only for purposes of Section 7(a)(ii) of Part I of this
Article 12, the total market value of the floating rate trust certificates or
 other instruments corresponding to the Inverse Floaters
held by the Trust as of such Valuation Date and issued by the same issuer that
 issued such Inverse Floaters, provided that the total
market value of each such floating rate trust certificate or other instrument
 is calculated as the sum of (i) its principal amount
and (ii) the difference of (a) the accrued interest of the municipal security
 or securities underlying such floating rate trust
certificate or other instrument and the corresponding Inverse Floater less (b)
the accrued interest of the corresponding Inverse
Floater; and (G) any current liabilities as of such Valuation Date to the
extent not reflected in any of (i)(A) through (i)(F)
(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 Moody's guidelines,
the face value of cash, short-term Municipal Obligations rated MIG-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)(G) become payable, otherwise the Moody's 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)(G) become payable,
otherwise S&P's Discounted Value) of any of the Trust's
assets irrevocably deposited by the Trust for the payment of any of (i)(A)
 through (i)(G).

         "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 Moody's 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 Moody's
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 Moody's 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 Moody's 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 Moody's to provide a rating for shares of Municipal Preferred.  If
 neither S&P nor Moody's 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 paragraph 2(d) of Part I of this
Section 12.1 or paragraph 4(b) of Part I of this
Section 12.1.

         "Receivables for Municipal Obligations Sold" shall mean (A) for
 purposes of calculating Moody's 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 Moody's or (y) with counterparties having a Moody's
long-term debt rating of at least Baa3; and (ii) the Moody's
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 & Poor's 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 ______________


130373
                                                                  45
Exposure Period    placeAAA*    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 placeAAA 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 placeMIG-1 by Moody's; provided,
however, that any such Moody's-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 Moody's-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; (iii) the S&P Discount Factor for Inverse Floaters shall be
 equal to the product of (A) the discount factor
determined by reference to the table above and (B) the ratio, at their time of
 original issuance, expressed as a fraction, of (1) the
aggregate dollar amount of floating rate trust certificates or other
instruments corresponding to and issued by the same issuer as
issued such Inverse Floaters to (2) the aggregate dollar amount of such Inverse
 Floaters; and (iv) 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
placeMIG-1 or VMIG-1 by Moody's, 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;

(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 AAA by S&P and

(5)      A Municipal Obligation that is transferred by the Trust to a special
purpose issuer that, in turn, issues floating rate
           trust certificates or other instruments and corresponding Inverse
 Floaters that collectively evidence interests in such
           Municipal Obligation shall not be considered a S&P Eligible Asset.

         For purposes of determining the aggregate Discounted Value of S&P's
 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., placeplaceNew 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 paragraph3(a) of Part II
of this Section12.1.

         "Submitted Order" and "Submitted Orders" shall have the respective
 meanings specified in paragraph3(a) of Part II of this
Section12.1.

         "Submitted Sell Order" and "Submitted Sell Orders" shall have the
respective meanings specified in paragraph3(a) of Part II
of this Section12.1.

         "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
 paragraph3(a) of Part II of this Section12.1.

         "Taxable Allocation" shall have the meaning specified in paragraph3
of Part I of this Section12.1.

         "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 Moody's (if Moody's 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
Section57(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 paragraph3(c)
 of PartII of this Section12.1.

         "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 placeNew York or their
 respective affiliates or successors, if such entity is
a placeplaceU.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 Moody's Volatility Factor and the S&P
Volatility Factor.

         "Voting Period" shall have the meaning specified in paragraph 5(b) of
 Part I of this Section12.1.

         "Winning Bid Rate" shall have the meaning specified in paragraph3(a)
 of Part II of this Section12.1.

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 paragraph2, and no more (except to the extent set
 forth in paragraph3 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, placeSeptember 1, 1999 and each Wednesday
thereafter with respect to shares of SeriesT Municipal
Preferred and Thursday, placeSeptember 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 PartI 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 paragraph2 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 paragraph2 (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 paragraph11(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 paragraph2 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
                   Moody's 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 paragraph2 or, in the event
 Moody's 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 Moody's 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 paragraph2, 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 paragraph11(c) of Part
 I of this Section12.1; provided, however, that the
  foregoing clause (B) shall not apply to the Trust's 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 available 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 paragraph2.  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, Section852 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 paragraph5 of Part II of this Section12.1
(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 Trust's 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 Holder's 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 Trust's 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 Holder's 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 paragraph4.  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 paragraph11(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 Moody's (if Moody's 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 Moody's (if Moody's 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 paragraph4, 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 paragraph4 (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, Moody's Eligible Assets
(if Moody's 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 Moody's Discount Factors applicable to
Moody's 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
         Moody's 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
paragraph4, a Municipal Preferred Basic Maintenance Report to the effect set
forth in such subparagraph (if either Moody's 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 paragraph4.  In
the event the Trust delivers to the Auction Agent a notice described in
subparagraph (d)(i) of this paragraph4, 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 paragraph4, the Trust will provide Moody's
(if Moody's 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 paragraph5 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 paragraph5, 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 paragraph5, 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 paragraph5 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 paragraph5 shall cease, subject to
 the provisions of the last sentence of
             subparagraph(b)(i) of this paragraph5.

(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 paragraph10(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 Moody's 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
             Section12.1, 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 Moody's 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
paragraph5(c)(ii) requiring a vote of security holders of
             the Trust under Section13(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
Section13(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 Moody's (if Moody's 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 Moody's (if Moody's 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.

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                                                                  46

(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 Section12.1 viewed by Moody's 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) Moody's (such confirmation being
required to be obtained only in the event Moody's 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 Moody's
Eligible Asset, and (y) Moody's Discount Factor,
Moody's Eligible Asset, Moody's Exposure Period and Moody's Volatility Factor)
that any such amendment, alteration or repeal would
not impair the ratings then assigned by Moody's or S&P, as the case may be, to
shares of Municipal Preferred:


         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
         Moody's Discount Factor
         Moody's Eligible Asset


         Moody's Exposure Period
         Moody's 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

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                                                                  60
         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 Trust's 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 paragraph5.

(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 Section12.1, 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 paragraph11(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) Moody's Eligible Assets having an aggregate Discounted Value equal to or
 greater than the Municipal Preferred Basic Maintenance
Amount (if Moody's 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), Moody's (if Moody's is then rating the shares
of Municipal Preferred) and the Auction Agent (if
either S&P or Moody's 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 Moody's 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), Moody's (if Moody's is then rating
 the shares of Municipal Preferred) and the Auction
Agent (if either S&P or Moody's 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 Moody's Eligible Assets (if Moody's 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 "Accountant's
 Confirmation").

(d)      Within ten Business Days after the date of delivery of a Municipa
 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 Basi
 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), Moody's (if Moody's is then rating
the shares of Municipal Preferred) and the Auction
Agent (if either S&P or Moody's is then rating the shares of Municipal
Preferred) an Accountant's Confirmation as to such Municipal
Preferred Basic Maintenance Report.

(e)      If any Accountant's Confirmation delivered pursuant to subparagraph
(c) or (d) of this paragraph7 shows that an error was
made in the Municipal Preferred Basic Maintenance Report for a particular
Valuation Date for which such Accountant's 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 Moody's Eligible Assets (if
 Moody's 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),
Moody's (if Moody's is then rating the shares of Municipal Preferred) and the
 Auction Agent (if either S&P or Moody's is then rating
the shares of Municipal Preferred) promptly following receipt by the Trust of
such Accountant's 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
Moody's (if Moody's 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 Moody's 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 Moody's (if Moody's 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 paragraph9 and
paragraph12(c) of Part I of this Section 12.1, (A) 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
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 Moody's
Eligible Assets (if Moody's 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
Moody's or S&P, or both, are rating such shares, the
Trust will not, unless it has received written confirmation from Moody's 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 Trust's 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 Trust's 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 Trust's 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
         Moody's 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 Moody's, as the
 case may be for S&P purposes and any liquid assets for
         Moodys purposes, in a segregated account with the Trust's 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 Trust's 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 Moody's 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
Moody's 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 & Poor's 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
& Poor's 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 Trust's 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 paragraph11 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 Moody's Eligible Assets (if
         Moody's 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 Moody's Eligible Assets at least equals the Municipal
Preferred Basic Maintenance Amount, the Moody's Discount
         Factors applicable to Moody's 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 Moody's 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
Moody's 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 Trust's having both Moody's
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 paragraph11, 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 Holder's 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 paragraph11 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 paragraph11 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 paragraph11,
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 Trust's 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 paragraph11, 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 paragraphs2(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 paragraph11, 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
placeMassachusetts law, but shall effect no redemption except in accordance
with the 1940 Act and any applicable
placeplaceMassachusetts law.

(i)      Only Whole Shares of Municipal Preferred May Be Redeemed.  In the case
 of any redemption pursuant to this paragraph11, 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 paragraph3 of PartI 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
paragraph12, 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 paragraph12, 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
 paragraph12.

13.      Miscellaneous.

(a)      Amendment of this Section12.1 to Add Additional Series.  Subject to
 the provisions of subparagraph (c) of paragraph10 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 Section12.1 or required by applicable law), amend
Section12.1 to (1) reflect any amendment hereto which the Board
of Trustees is entitled to adopt pursuant to the terms of this Section12.1
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 Section12.1.

(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 Section12.1 to resolve any inconsistency or ambiguity or
 to remedy any formal defect, and may amend this
Section12.1 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
Section12.1 are for convenience of reference only and shall not
affect the meaning or interpretation of this Section12.1.

(g)      Notices.  All notices or communications, unless otherwise specified
in these By-Laws or this Section12.1, shall be
sufficiently given if in writing and delivered in person or mailed by
first-class mail, postage prepaid.

130373
                                                                  72

                                                                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  paragraph4(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  paragraph4(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 paragraph4(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
         paragraph2(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 paragraph7 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-Dealer's 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 paragraph4(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 Holder's 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 paragraph3, 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
         paragraph3.

(c)        For purposes of subparagraph (b)(iii) of this paragraph3, 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 183Rate 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 183Rate 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
364Rate 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 paragraph3 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 paragraph4,
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 Holder's 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
paragraph4, 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 s
pecifying any rate that is equal to or lower than the Maximum
         Rate for shares of such series shall be accepted; and

(iii)    Each Existing Holder's 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 paragraph4, 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 paragraph4, 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 Agent's
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
3:00p.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-Dealer's 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-Dealer's 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 paragraph7 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.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>b77.txt
<TEXT>
Microsoft Word 11.0.0000;http://schemas.microsoft.com/office/word/2003/
wordmlurn:schemas-microsoft-com:office:smarttags013f











             Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
MFS High Income Municipal Trust

In planning and  performing  our audit of the  financial  statements of MFS High
Income   Municipal   Trust   (the   Fund)   as  of  and  for  the   year   ended
November   30,  2008,  in  accordance   with  the
standards of the Public Company Accounting  Oversight Board (United States),  we
considered  the Fund's  internal  control over  financial  reporting,  including
controls  over  safeguarding  securities,  as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the financial statements
and to comply with the  requirements  of Form N-SAR,  but not for the purpose of
expressing an opinion on the  effectiveness  of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion.

The  management of the Fund is  responsible  for  establishing  and  maintaining
effective  internal  control  over  financial  reporting.   In  fulfilling  this
responsibility, estimates and judgments by management are required to assess the
expected  benefits and related costs of controls.  A company's  internal control
over financial  reporting is a process designed to provide reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with generally accepted
accounting  principles.  A company's  internal control over financial  reporting
includes those policies and  procedures  that (1) pertain to the  maintenance of
records  that,  in  reasonable   detail,   accurately  and  fairly  reflect  the
transactions  and  dispositions  of the  assets  of  the  company;  (2)  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation  of financial  statements  in  accordance  with  generally  accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition,  use or disposition of a company's assets
that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees,  in the normal
course  of  performing   their   assigned   functions,   to  prevent  or  detect
misstatements  on a timely  basis.  A material  weakness is a  deficiency,  or a
combination of deficiencies,  in internal control over financial reporting, such
that  there is a  reasonable  possibility  that a material  misstatement  of the
company's  annual or  interim  financial  statements  will not be  prevented  or
detected on a timely basis.

Our  consideration of the Fund's internal  control over financial  reporting was
for  the  limited  purpose  described  in the  first  paragraph  and  would  not
necessarily disclose all deficiencies in internal control that might be material
weaknesses  under  standards   established  by  the  Public  Company  Accounting
Oversight  Board  (country-regionplaceUnited   States).  However,  we  noted  no
deficiencies  in the Fund's  internal  control over financial  reporting and its
operation,  including controls over safeguarding securities, that we consider to
be     a     material      weakness      as     defined      above     as     of
November 30, 2008.

This report is intended solely for the information and use of management and the
Board of Trustees  of MFS High Income  Municipal  Trust and the  Securities  and
Exchange  Commission  and is not intended to be and should not be used by anyone
other than these specified parties.

                                                              [GRAPHIC OMITTED]
Boston, Massachusetts

January 20, 2009



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>4
<FILENAME>c77.txt
<TEXT>
           Microsoft Word 11.0.0000;http://schemas.microsoft.com/office/word/
2003/wordml013fSUB ITEM 77C

The  shareholders  of MFS High Income  Municipal  Trust (the  "Trust"),  held an
annual meeting of shareholders on October 9, 2008.  Shareholders  represented in
person or by proxy voted as follows:

Proposal 2:  To approve an Amended and Restated Declaration of Trust.

                                                  % of Outstanding Shares
                                                          For

Votes For            Votes Against    Votes Abstain


17,092,732.218179   850,754.836283   632,634.322126   54.67%

Preferred Series T

                                                     % of Outstanding Shares


1,875.094400          303.166400      169.739200      78.13%

Preferred Series W
                                                   % of Outstanding Shares


1,905.546000            200.190600     294.263400      79.40%


Proposal 3: To amend or remove certain  fundamental  investment  policies of
the Trust.
                                                   % of Outstanding Shares

16,831,027.818139   1,037,908.411706  707,185.146743   53.83%

Preferred Series T


                                                   % of Outstanding Shares


1,869.484800        317.190400         161.324800         77.89%



Preferred Series W


                                                    % of Outstanding Shares


1,920.682700        185.053900        294.263400            80.03%
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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