<SEC-DOCUMENT>0000912938-16-000888.txt : 20160728
<SEC-HEADER>0000912938-16-000888.hdr.sgml : 20160728
<ACCEPTANCE-DATETIME>20160728102156
ACCESSION NUMBER:		0000912938-16-000888
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20160531
FILED AS OF DATE:		20160728
DATE AS OF CHANGE:		20160728
EFFECTIVENESS DATE:		20160728

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-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05754
		FILM NUMBER:		161788770

	BUSINESS ADDRESS:	
		STREET 1:		111 HUNTINGTON AVENUE
		STREET 2:		24TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199
		BUSINESS PHONE:		617-954-5000

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COLONIAL HIGH INCOME MUNICIPAL TRUST
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
<PAGE>      PAGE  1
000 A000000 05/31/2016
000 C000000 0000845606
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 MFS High Income Municipal Trust
001 B000000 811-5754
001 C000000 6179545000
002 A000000 111 HUNTINGTON AVENUE
002 B000000 BOSTON
002 C000000 MA
002 D010000 02199
003  000000 N
004  000000 N
005  000000 N
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008 C000001 801-17352
008 D010001 BOSTON
008 D020001 MA
008 D030001 02199
010 A000001 MASSACHUSETTS FINANCIAL SERVICES
010 B000001 801-17352
010 C010001 BOSTON
010 C020001 MA
010 C030001 02199
012 A000001 MFS SERVICE CENTER, INC.
012 B000001 84-1316
012 C010001 BOSTON
012 C020001 MA
012 C030001 02199
012 A000002 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000002 85-1134
012 C010002 PROVIDENCE
012 C020002 RI
012 C030002 02940
013 A000001 ERNST & YOUNG LLP
013 B010001 BOSTON
013 B020001 MA
013 B030001 02116
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
015 C010001 BOSTON
<PAGE>      PAGE  2
015 C020001 MA
015 C030001 02110
015 E010001 X
015 A000002 THE BANK OF NEW YORK
015 B000002 S
015 C010002 NEW YORK
015 C020002 NY
015 C030002 10286
015 E010002 X
015 A000003 BANK OF AMERICA/MERRILL LYNCH
015 B000003 C
015 C010003 Charlotte
015 C020003 NC
015 C030003 28255
015 E010003 X
015 A000004 GOLDMAN, SACHS & CO.
015 B000004 C
015 C010004 NEW YORK
015 C020004 NY
015 C030004 10004
015 E010004 X
018  000000 Y
019 A000000 N
019 B000000    0
020 A000001 BANK OF AMERICA/MERRILL LYNCH
020 B000001 00-0000000
020 C000001      4
021  000000        4
022 A000001 CITIGROUP, INC.
022 B000001 13-3187336
022 C000001      4693
022 D000001      5914
022 A000002 MORGAN STANLEY
022 B000002 13-2655998
022 C000002      3262
022 D000002      3335
022 A000003 BANK OF AMERICA/MERRILL LYNCH
022 B000003 00-0000000
022 C000003      4318
022 D000003      1141
022 A000004 GOLDMAN SACHS GROUP, INC.
022 B000004 13-5108880
022 C000004       767
022 D000004      2729
022 A000005 PIPER JAFFRAY & CO.
022 B000005 00-0000000
022 C000005      1665
022 D000005       791
022 A000006 BANK OF NEW YORK CO., INC.
022 B000006 13-3878175
022 C000006      1580
<PAGE>      PAGE  3
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022 A000007 JPMORGAN CHASE & CO
022 B000007 13-2624428
022 C000007      3320
022 D000007         0
022 A000008 ROYAL BANK OF CANADA
022 B000008 00-0000000
022 C000008      1443
022 D000008         0
022 A000009 Jeffries Group Inc.
022 B000009 00-0000000
022 C000009         0
022 D000009      1185
022 A000010 WELLS FARGO & CO.
022 B000010 00-0000000
022 C000010       607
022 D000010         0
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023 D000000      39630
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086 D020000   5625
086 E010000   3900
086 E020000  97500
086 F010000   3675
086 F020000  91875
087 A010000 MFS High Income Municipal Trust
087 A020000 59318D104
087 A030000 CXE
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SIGNATURE   KASEY PHILLIPS
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>q771a3.txt
<TEXT>
Unknown;















                         MFS HIGH INCOME MUNICIPAL TRUST

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

<1>
<PAGE>
                          TABLE OF CONTENTS

                                                                PAGE
                                                           1       DEFINITIONS 1

........1.1       Definitions...........................................

........1.2       Interpretation........................................

2TERMS APPLICABLE TO ALL SERIES OF VARIABLE RATE MUNICIPAL
........TERM PREFERRED SHARES.................................................12

2.1    Number of Shares; Ranking...................................
2.2    Dividends and Distributions ..................................

       2.3                              Liquidation                       Rights
       .................................................

       2.4    Coverage & Leverage Tests...................................

                               2.5                        Redemption

       ............................................................

                      2.6                 Voting              Rights

       .........................................................

                     2.7                 Rating             Agencies

       .....................................................

2.8    Issuance of Additional Preferred Shares................

2.9..........Status of Redeemed or Repurchased VMTP Shares...................31

2.10.........Distributions with Respect to Taxable Allocations...............31

2.11   Term Redemption Liquidity Account and Liquidity Requirement

       2.12                              Global                          Shares.
       ........................................................

       2.13     Notice..................................................

       2.14     Termination..........................................

2.15...Appendices............................................................35

2.16   Actions on Other than Business Days....................


2.17    2.17     Modification........................................


2.18   2.18                                                           Transfers.

       ...............................................................


2.19    2.19 No Additional Rights. ............................................

       2.20  Personal Liability.
       ..................................................














































                                    ii

<2>
<PAGE>
                      MFS HIGH INCOME MUNICIPAL TRUST

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


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

                                     RECITALS

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

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

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

                                   DEFINITIONS

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


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

       "1940 Act Asset Coverage" means "asset coverage," as defined in Section
 18(h) of the 1940 Act, of at least 200% with respect to all outstanding senior
 securities of the Trust which are stock, including all outstanding VMTP Shares
 (or such other asset coverage as may in the future be specified in or under the
 1940 Act  as the minimum asset coverage for senior securities which


<PAGE>
 are shares or stock of a closed-end investment company as a condition of
 declaring dividends on its common shares or stock).

       "Additional Amount Payment" means, in respect of any dividend, a payment
 to a Holder of VMTP Shares of an amount which, giving effect to the Taxable
 Allocation included in such dividend, if any, would cause such Holder's after-
 tax returns (after federal income tax consequences, taking into account both
 the Taxable Allocation and the Additional Amount Payment) to be equal to the
 after-tax return such Holder would have received if the dividend had not
 included any such Taxable Allocation. Such Additional Amount Payment shall be
 calculated
(i)without consideration being given to the time value of money; (ii) assuming
 that no Holder of VMTP Shares is subject to the federal alternative minimum tax
 with respect to dividends received from the Trust; and (iii) assuming that each
 Taxable Allocation and each Additional Amount Payment (except to the extent
 such Additional Amount Payment is reported as an exempt-interest dividend for
 purposes of Section 852(b)(5) of the Code) would be taxable in the hands of
 each Holder of VMTP Shares at the maximum marginal regular federal individual
 income tax rate applicable to ordinary income or net capital gain, as
 applicable, or the maximum marginal regular federal corporate income tax rate
 applicable to ordinary income or net capital gain, as applicable, whichever is
 greater, in effect at the time such Additional Amount Payment is paid,
 disregarding in each case the effect of any state or local taxes and the phase-
 out of, or provisions limiting, personal exemptions, itemized deductions, or
 the benefit of lower tax brackets.

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

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

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

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

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


<PAGE>
 prior to such Rate Determination Date or (ii) 6.25% per annum if such
 percentage set forth opposite such lowest applicable credit rating is 2.95%
 per annum.

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

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

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


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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

(1)    cash or any cash equivalent;

(2)    any U.S. Government Obligation;

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


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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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


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

       "Initial Purchaser" means Citibank, N.A.

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

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

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

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

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

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

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

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

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


<PAGE>
 yields or prices of Municipal Obligations of comparable quality, type of
 issue, coupon, maturity and rating; state of issuance; indications as to value
 from dealers; and general market conditions. The pricing service may employ
 electronic data processing techniques or a matrix system, or both, to
 determine recommended valuations.

       "Maximum Rate" means 15.00% per annum.

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


<PAGE>
 Agency for purposes of any Series of VMTP Shares is terminated in accordance
 with Section 2.7, any credit rating of such terminated Rating Agency, to the
 extent it would have been taken into account in any of the provisions of this
 Statement or the Appendix for such Series, shall be disregarded, and only the
 credit ratings of the then-designated Rating Agencies for such Series shall be
 taken into account for purposes of this Statement and such Appendix, provided
 that, for purposes of determining the Dividend Rate applicable to a Rate
 Period, any designation of a Rating Agency after the Rate Determination Date
 for such Rate Period will take effect on or as of the next succeeding Rate
 Determination Date.

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

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

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

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

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

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

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

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

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

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

       "SIFMA Municipal Swap Index" means the Securities Industry and Financial
 Markets Association Municipal Swap Index, or such other weekly, high-grade
 index comprised of seven- day, tax-exempt variable rate demand notes produced
 by Municipal Market Data, Inc. or its successor, or as otherwise designated by
 the Securities Industry and Financial Markets Association; provided, however,
 that, if such index is no longer produced by Municipal Market Data, Inc. or its
 successor, then SIFMA Municipal Swap Index shall mean (i) the S&P Municipal


<PAGE>
 Bond 7 Day High Grade Rate Index produced by Standard & Poor's Financial
 Services LLC or its successors or (ii) if the S&P Municipal Bond 7 Day High
 Grade Rate Index is no longer produced, such other reasonably comparable index
 selected in good faith by the Board of Trustees of the Trust.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

       With respect to any Series, any additional definitions specifically set
 forth in the Appendix relating to such Series and any amendments to any
 definitions specifically set forth in the Appendix relating to such Series, as
 such Appendix may be amended from time to time, shall be incorporated herein
 and made part hereof by reference thereto, but only with respect to such
 Series.

1.2    Interpretation.

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

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

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

2.1    Number of Shares; Ranking.

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

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


<PAGE>
 to the payment of dividends and as to distribution of assets upon
 dissolution, liquidation or winding up of the affairs of the Trust over the
 Common Shares as set forth herein.

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

2.2    Dividends and Distributions.

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

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

(c)          (i) Except as set forth in the next sentence, no dividends shall be
 declared or paid or set apart for payment on the shares of any class or series
 of shares of beneficial interest of the Trust ranking, as to the payment of
 dividends, on a parity with the VMTP Shares for any Dividend Period unless full
 cumulative dividends have been or contemporaneously are declared and paid on
 the VMTP Shares through their most recent Dividend Payment Date and the Trust
 has redeemed the full number of VMTP Shares required to be redeemed by any
 provision for mandatory redemption pertaining thereto.  When dividends are not
 paid in full upon the VMTP Shares through their most recent Dividend Payment
 Date or upon the shares of any other class or series of shares of beneficial
 interest of the Trust ranking on a parity as to the payment of


<PAGE>
 dividends with the VMTP Shares through their most recent respective dividend
 payment dates, all dividends declared upon the VMTP Shares and any other such
 class or series of shares of beneficial interest ranking on a parity as to the
 payment of dividends with the VMTP Shares shall be declared pro rata so that
 the amount of dividends declared per share on the VMTP Shares   and such other
 class or series of shares of beneficial interest shall in all cases bear to
 each     other the same ratio that accumulated dividends per share on the VMTP
 Shares and such other class or series of shares of beneficial interest bear to
 each other (for purposes of this sentence, the amount of dividends declared
 per share of VMTP shall be based on the Dividend Rate for such shares for the
 Dividend Periods during which dividends were not paid in full).

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

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

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


<PAGE>
(e)          All Deposit Securities deposited with the Redemption and Paying
 Agent for the payment of dividends payable on a Series of VMTP Shares shall be
 held in trust for the payment of such dividends by the Redemption and Paying
 Agent for the benefit of the Holders of such Series entitled to the payment of
 such dividends pursuant to Section 2.2(f).  Any moneys paid to the Redemption
 and Paying Agent in accordance with the foregoing but not applied by the
 Redemption and Paying Agent to the payment of dividends, including interest
 earned on such moneys while so held, will, to the extent permitted by law, be
 repaid to the Trust as soon as possible after the date on which such moneys
 were to have been so applied, upon request of the Trust.

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

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

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

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

(C)                  (i) any Rating Agency has withdrawn the credit rating
 required to be maintained with respect to such Series pursuant to Section 2.7
 other than due to the Rating


<PAGE>
 Agency ceasing to rate tax-exempt closed-end management investment companies
 generally or
(ii)the Board of Trustees has terminated the designation of a Rating Agency
 without complying with the requirements of Section 2.7 and, in the case of
 clause (i) above, such withdrawal is continuing and, in the case of clause (ii)
 above, the VMTP Shares of such Series are not then rated by at least two Rating
 Agencies or the Trust is not then in compliance with the Rating Agency
 Guidelines of such Rating Agencies;

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

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

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

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

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


<PAGE>
 applied for the portion of such Rate Period preceding the actual date such
 Additional Amount Payment is made; or

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

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

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

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

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

2.3    Liquidation Rights.

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

(b)          In the event of any liquidation, dissolution or winding up of the
 affairs of the Trust, whether voluntary or involuntary, the Holders of VMTP
 Shares shall be entitled to receive out of the assets of the Trust available
 for distribution to shareholders, after satisfying claims of creditors
 (including any Holder or Designated Owner in the capacity of a creditor) but


<PAGE>
 before any distribution or payment shall be made in respect of the Common
 Shares or on any other class of shares of the Trust ranking junior to VMTP
 Shares upon dissolution, liquidation or winding up, a liquidation
 distribution equal to the Liquidation Preference for such VMTP Shares, plus
 an amount equal to all dividends thereon (whether or not earned or declared)
 accumulated but unpaid to (but excluding) the date of the final distribution
 in respect of VMTP Shares in same-day funds, together with any payments
 required to be made pursuant to Section 2.10 in connection with the
 liquidation of the Trust. After the payment to the Holders of VMTP Shares of
 the full preferential amounts provided for in this subparagraph (b), the
 Holders of VMTP Shares shall have no right or claim to any of the remaining
 assets of the Trust.

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

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

2.4    Coverage & Leverage Tests.

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

(b)          Calculation of Asset Coverage.  For purposes of determining whether
 the requirements of Section 2.4(a) are satisfied, (i) no VMTP Shares of any
 Series or other Preferred Shares shall be deemed to be Outstanding for purposes
 of any computation required by Section 2.4(a) if, prior to or concurrently with
 such determination, Deposit Securities (in the case of the


<PAGE>
 VMTP Shares) and/or other funds or securities (in accordance with the terms
 of such other Preferred Shares) sufficient to pay in same day funds the full
 redemption price for such Series or other Preferred Shares (or the portion
 thereof to be redeemed) shall have been deposited in trust with the paying
 agent for such Series or other Preferred Shares and the requisite notice of
 redemption for such Series or other Preferred Shares (or the portion thereof
 to be redeemed) shall have been given, and (ii) the Deposit Securities or
 such other sufficient securities or funds that shall have been so deposited
 with the applicable paying agent shall not be included as assets of the Trust
 for purposes of such computation.

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

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

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


<PAGE>
(ii)               The sum of (A) the Market Value of the Trust's total assets
 (including amounts attributable to senior securities, but excluding any assets
 consisting of Deposit Securities or securities or funds referred to in clauses
 (A)(1) and A(2) of Section 2.4(d)(i) above), less the amount of the Trust's
 accrued liabilities (which accrued liabilities shall include net obligations of
 the Trust under each Derivative Contract in an amount equal to the Derivative
 Termination Value thereof payable by the Trust to the related counterparty)
 other than liabilities for the aggregate principal amount of the Trust's
 outstanding "senior securities representing indebtedness" (as that term is
 defined in the 1940 Act, giving effect to any interpretations thereof by the
 Securities and Exchange Commission or its staff) and (B) to the extent not
 included in clause (A) above, the aggregate principal amount of floating rate
 trust certificates corresponding to any associated residual floating rate trust
 certificates owned by the Trust (less the aggregate principal amount of any
 such floating rate trust certificates owned by the Trust and corresponding to
 the associated residual floating rate trust certificates owned by the Trust).

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

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


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

(i)                Asset Coverage Mandatory Redemption.  (A)  If the Trust fails
 to comply with the Asset Coverage requirement as provided in Section 2.4(a) as
 of any time as of which such compliance is required to be determined in
 accordance with Section 2.4(a) and such failure is not cured as of the Asset
 Coverage Cure Date other than as a result of the redemption required by this
 Section 2.5(b)(i), the Trust shall, to the extent permitted by the 1940 Act and
 Massachusetts law, by the close of business on the Business Day next following
 such Asset Coverage Cure Date, cause a notice of redemption to be issued, and
 cause to be deposited Deposit Securities (in the case of the VMTP Shares) or
 sufficient securities or funds (in the case of any other Preferred Shares) in
 trust with the Redemption and Paying Agent or other applicable paying agent, in
 each case in accordance with the terms of the Preferred Shares to be redeemed,
 for the redemption of a sufficient number of Preferred Shares, which, to the
 extent permitted by the 1940 Act and Massachusetts law, enable the Trust to
 meet the requirements of Section 2.5(b)(i)(B). The Trust shall allocate such
 redemption on a pro rata basis among different series of Preferred Shares
 (including the shares of each Series of VMTP Shares) based upon the proportion
 the aggregate liquidation preference of the outstanding Preferred Shares of any
 series bears to the aggregate liquidation preference of all outstanding series
 of Preferred Shares (a "Pro Rata Allocation").  In the event that any VMTP
 Shares of a Series then Outstanding are to be redeemed pursuant to this Section
 2.5(b)(i), the Trust shall redeem such shares, out of funds legally available
 therefor under applicable law, at a price per share equal to the Liquidation
 Preference per share of such Series plus an amount equal to all unpaid
 dividends and other distributions on such share of such Series accumulated from
 and including the Date of Original Issue to (but excluding) the date fixed for
 such redemption by the Board of Trustees (whether or not earned or declared by
 the Trust, but without interest thereon, and subject to Section 2.5(d)(vi))
 (the "Mandatory Redemption Price").

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


<PAGE>
 Rata Allocation) and (ii) redeem those VMTP Shares and other Preferred Shares
 which it was unable to redeem on the earliest practicable date following such
 thirty (30) calendar day period on which it is able to effect such redemption
 (based upon a number and proportion of each series of Preferred Shares as
 shall be necessary to effect a Pro Rata Allocation).  If fewer than all of the
 Outstanding VMTP Shares of a Series are to be redeemed pursuant to this
 Section 2.5(b)(i), the number of VMTP Shares of such Series to be redeemed
 shall be redeemed (A) pro rata among the Outstanding shares of such Series,
 (B) by lot or (C) in such other manner as the Board of Trustees may determine
 to be fair and equitable.

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

                         (B)  On the Redemption Date selected by the Trust for a
 redemption contemplated by clause (y) of the third to last sentence of Section
 2.5(b)(ii)(A),


<PAGE>
 which date shall not be later than thirty (30) calendar days after such
 Effective Leverage Ratio Cure Date, the Trust shall not redeem more than the
 maximum number of Preferred Shares that can be redeemed out of funds expected
 to be legally available therefor in accordance with the Declaration and
 applicable law.  If the Trust is unable to redeem the required number of VMTP
 Shares and other Preferred Shares which have been designated to be redeemed
 in accordance with clause (y) of the third to last sentence of Section
 2.5(b)(ii)(A) due to the unavailability of legally available funds on the
 applicable Redemption Date, the Trust shall (i) redeem those VMTP Shares and
 other Preferred Shares which it is able to redeem (based upon a number and
 proportion of each series of Preferred Shares as shall be necessary to effect
 a Pro Rata Allocation) and (ii) redeem those VMTP Shares and other Preferred
 Shares which it was unable to redeem on the earliest practicable date
 following such Redemption Date on which it is able to effect such redemption
 (based upon a number and proportion of each series of Preferred Shares as
 shall be necessary to effect a Pro Rata Allocation).  If fewer than all of
 the Outstanding VMTP Shares of a Series are to be redeemed pursuant to clause
 (y) of the third to last sentence of Section 2.5(b)(ii)(A) , the number of
 VMTP Shares of such Series to be redeemed shall be redeemed (A) pro rata
 among the Outstanding shares of such Series, (B) by lot or (C) in such other
 manner as the Board of Trustees may determine to be fair and equitable.

(c)               Optional Redemption.

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

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

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


<PAGE>
 interpretations thereof by the Securities and Exchange Commission or its
 staff) in order to effect a redemption of VMTP Shares pursuant to Section
 2.5(c)(i).

(iv)               Notwithstanding the foregoing, solely during the period of
 180 days immediately preceding the Term Redemption Date for VMTP Shares of a
 Series, the Trust may effect a redemption of all Outstanding VMTP Shares of
 such Series pursuant to Section 2.5(c)(i) not for purposes of decreasing the
 leverage of the Trust and may use the proceeds from the issuance of senior
 securities in order to effect such redemption.

(d)          Procedures for Redemption.

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

(ii)               If the Trust shall give a Notice of Redemption, then at any
 time from and after the giving of such Notice of Redemption and prior to 11:00
 a.m., New York City time, on the Redemption Date (so long as any conditions
 precedent to such redemption have been met or waived by the Trust), the Trust
 shall (A) deposit with the Redemption and Paying Agent Deposit Securities
 having an aggregate Market Value on the date thereof no less than the
 Redemption Price of the VMTP Shares to be redeemed on the Redemption Date and
 (B) give the Redemption and Paying Agent irrevocable instructions and authority
 to pay the applicable Redemption Price to the Holders of the VMTP Shares called
 for redemption on the Redemption


<PAGE>
 Date. The Trust may direct the Redemption and Paying Agent with respect to the
 investment of any Deposit Securities consisting of cash so deposited prior to
 the Redemption Date, provided that the proceeds of any such investment shall
 be available at the opening of business on the Redemption Date as same day
 funds.  Notwithstanding the provisions of the preceding sentence, if the
 Redemption Date is the Term Redemption Date, then such deposit of Deposit
 Securities (which may come in whole or in part from the Term Redemption
 Liquidity Account) shall be made no later than the 15th calendar day (or if
 such day is not a Business Day, the next succeeding Business Day) of the month
 prior to the month in which the Term Redemption Date occurs.

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

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


<PAGE>
(v)                To the extent that any redemption for which Notice of
 Redemption has been provided is not made by reason of the absence of legally
 available funds therefor in accordance with the Declaration, this Statement,
 and applicable law, such redemption shall be made as soon as practicable to the
 extent such funds become available.  In the case of any redemption of VMTP
 Shares pursuant to Section 2.5(c), no Redemption Default shall be deemed to
 have occurred if the Trust shall fail to deposit in trust with the Redemption
 and Paying Agent the Redemption Price with respect to any such VMTP shares
 where (1) the Notice of Redemption relating to such redemption provided that
 such redemption was subject to one or more conditions precedent and (2) any
 such condition precedent shall not have been satisfied at the time or times and
 in the manner specified in such Notice of Redemption.

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

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

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

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

2.6    Voting Rights.

(a)          One Vote Per VMTP Share. Except as otherwise provided in the
 Declaration, this Statement, or as otherwise required by applicable law, (i)
 each Holder of VMTP Shares shall be entitled to one vote for each VMTP Share
 held by such Holder on each matter


<PAGE>
 submitted to a vote of all shareholders of the Trust, and (ii) the holders of
 outstanding Preferred Shares, including VMTP Shares, and Common Shares shall
 vote together as a single class; provided, however, that the Holders of
 outstanding Preferred Shares, including VMTP Shares, shall be entitled, as a
 class, to the exclusion of the Holders of all other securities and classes of
 shares of beneficial interest of the Trust, to elect two trustees of the
 Trust, each Preferred Share, including VMTP Shares, entitling the Holder
 thereof to one vote for each Preferred Share in respect to the election of
 either such trustee. Subject to Section 2.6(b), the Holders of outstanding
 Common Shares and Preferred Shares, including VMTP Shares, voting together as
 a single class, shall elect the balance of the trustees.

(b)          Voting For Additional Trustees.

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

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

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

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

(ii)               Notice of Special Meeting. As soon as practicable after the
 accrual of any right of the Holders of Preferred Shares to elect additional
 trustees as described in Section 2.6(b)(i), the Trust shall call a special
 meeting of such Holders and notify the Redemption and Paying Agent and/or such
 other Person as is specified in the terms of such Preferred Shares to receive
 notice (i) by mailing or delivery by Electronic Means or (ii) by delivering in
 such other manner and by such other means as are specified in the terms of such
 Preferred Shares a notice of such special meeting to such Holders, such meeting
 to be held not less than ten (10) nor more than twenty (20) days after the date
 of the delivery by Electronic Means or mailing of such


<PAGE>
 notice or the delivery of such notice by such other manner or means as are
 described in clause
(ii)above.  If the Trust fails to call such a special meeting, it may be called
 at the expense of the Trust by any such Holder on like notice. The record date
 for determining the Holders of Preferred Shares entitled to notice of and to
 vote at such special meeting shall be the close of business on the fifth (5th)
 Business Day preceding the day on which such notice is mailed.  At any such
 special meeting and at each meeting of Holders of Preferred Shares held during
 a Voting Period at which trustees are to be elected, such Holders, voting
 together as a class (to the exclusion of the Holders of all other securities
 and classes of shares of beneficial interest of the Trust), shall be entitled
 to elect the number of trustees prescribed in Section 2.6(b)(i) on a one- vote-
 per-share basis.

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

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

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

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


<PAGE>
 Holders of at least 66 2/3% of the VMTP Shares Outstanding at the time,
 voting as a separate class, file a voluntary application for relief under
 Federal bankruptcy law or any similar application under state law for so long
 as the Trust is solvent and does not foresee becoming insolvent.

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

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

(d)          Voting Rights Set Forth Herein Are Sole Voting Rights. Unless
 otherwise required by law, the Declaration or this Statement, the Holders of
 VMTP Shares shall not have any relative rights or preferences or other special
 rights with respect to voting such VMTP Shares other than those specifically
 set forth in this Section 2.6; provided, however, that nothing


<PAGE>
 in this Statement or the Declaration shall be deemed to preclude or limit the
 right of the Fund (to the extent permitted by applicable law) to contractually
 agree with any Holder or Designated Owner of VMTP Shares of any Series that
 any action or inaction by the Trust shall require the consent or approval of
 such Holder or Designated Owner.

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

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

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

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

2.7    Rating Agencies.

       The Trust shall use commercially reasonable efforts to cause at least two
 Rating Agencies to issue long-term credit ratings with respect to each Series
 of VMTP Shares for so long as such Series is Outstanding.  The Trust shall use
 commercially reasonable efforts to comply with any applicable Rating Agency
 Guidelines.  If a Rating Agency shall cease to rate the securities of
 tax-exempt closed-end management investment companies generally, the Board of
 Trustees shall terminate the designation of such Rating Agency as a Rating
 Agency hereunder. The Board of Trustees may elect to terminate the designation
 of any Rating Agency as a Rating Agency hereunder with respect to a Series of
 VMTP Shares so long as either (x) immediately following such termination,
 there would be at least two Rating Agencies with respect to such Series or (y)
 it replaces the terminated Rating Agency with another NRSRO and provides
 notice thereof to the Holders of such Series; provided that such replacement
 shall not occur unless such NRSRO shall


<PAGE>
 have at the time of such replacement (i) published a rating for the VMTP
 Shares of such Series and (ii) entered into an agreement with the Trust to
 continue to publish such rating subject to such NRSRO's customary conditions.
 The Board of Trustees may also elect to designate one or more other NRSROs as
 Other Rating Agencies hereunder with respect to a Series of VMTP Shares by
 notice to the Holders of the VMTP Shares.  The Rating Agency Guidelines of any
 Rating Agency may be amended by such Rating Agency without the vote, consent
 or approval of the Trust, the Board of Trustees or any Holder of Preferred
 Shares, including any VMTP Shares, or Common Shares.

2.8    Issuance of Additional Preferred Shares.

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

2.9    Status of Redeemed or Repurchased VMTP Shares.

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

2.10   Distributions with Respect to Taxable Allocations.

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

(a)               Whenever the Trust intends or expects to include a Taxable
      Allocation in any dividend on the VMTP Shares, the Trust shall, subject to
      Section 2.10(b), (i) in addition to and in conjunction with the payment of
      such dividend, pay the Additional Amount Payment payable in respect of the
      Taxable Allocation included as part of such dividend and (ii) during any
      Allocation Notification Period (as defined below), notify the Redemption
      and Paying Agent of the fact that a Taxable Allocation will be so included
      not later than 14 calendar days preceding the first Rate Determination
      Date on which the Dividend Rate for such dividend is to be established.
      Whenever such advance notice (a "Notice of Taxable Allocation") is
      received from the Trust, the Redemption and


<PAGE>
      Paying Agent will, in turn, provide notice thereof to each Holder and
      each Designated Owner or its Agent Member that has been identified to
      the Redemption and Paying Agent. With respect to a Rate Period for which
      a Notice of Taxable Allocation is given, the Trust will, to the extent
      practicable, include a Taxable Allocation in each of the dividends in
      such Rate Period so that each such dividend is considered to include
      ordinary income, capital gains and/or exempt-interest income in the same
      relative proportions. For purposes of the foregoing, an "Allocation
      Notification Period" shall begin when the Trust receives a written
      notice from the Initial Purchaser that the Initial Purchaser has
      transferred VMTP Shares to a tender option bond trust and shall end when
      the Trust receives a written notice from the Initial Purchaser that such
      tender option bond trust has been terminated.

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

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

2.11   Term Redemption Liquidity Account and Liquidity Requirement.

(a)          On or prior to the Liquidity Account Initial Date with respect to
 any Series of VMTP Shares, the Trust shall cause the Custodian to segregate, by
 means of appropriate identification on its books and records or otherwise in
 accordance with the Custodian's normal procedures, from the other assets of the
 Trust (the "Term Redemption Liquidity Account") Liquidity Account Investments
 with a Market Value equal to at least One Hundred Ten Percent (110%) of the
 Term Redemption Amount with respect to such Series.  The "Term Redemption


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

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

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

                                        2
----------
|   |80% |
----------
| 1 |100%|
----------


(c)          If the aggregate Market Value of the Deposit Securities included in
 the Term Redemption Liquidity Account for a Series of VMTP Shares as of the
 close of business on any Business Day is less than the Liquidity Requirement in
 respect of such Series for such Business Day, then the Trust shall cause the
 segregation of additional or substitute Deposit Securities in respect of the
 Term Redemption Liquidity Account for such Series, so that the aggregate Market
 Value of the Deposit Securities included in the Term Redemption Liquidity
 Account for such Series is at least equal to the Liquidity Requirement for such
 Series not later than the close of business on the next succeeding Business
 Day.

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

2.12   Global Shares.

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

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

2.14   Termination.

       In the event that no VMTP Shares of a Series are Outstanding, all rights
 and preferences of the VMTP Shares of such Series established and designated
 hereunder shall cease and terminate, and all obligations of the Trust under
 this Statement with respect to such Series shall


<PAGE>
 terminate, other than in respect of the payment of and the right to receive
 the Redemption Price in accordance with Section 2.5 of this Statement.

2.15   Appendices.

       The designation of each Series of VMTP Shares shall be set forth in an
 Appendix to this Statement.  The Board of Trustees may, by resolution duly
 adopted, without shareholder approval (except as otherwise provided by this
 Statement or required by applicable law) (1) amend the Appendix to this
 Statement relating to a Series so as to reflect any amendments to the terms
 applicable to such Series including an increase in the number of authorized
 shares of such Series and (2) add additional Series of VMTP Shares by including
 a new Appendix to this Statement relating to such Series.

2.16   Actions on Other than Business Days.

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

2.17   Modification.

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

2.18   Transfers.

(a)          A Designated Owner or Holder of any VMTP Shares of any Series may
 sell, transfer or otherwise dispose of VMTP Shares only in whole shares and
 only to (i) Persons that such Designated Owner or Holder reasonably believes
 are "qualified institutional buyers"  (as defined in Rule 144A under the
 Securities Act or any successor provision) in accordance with Rule 144A under
 the Securities Act or any successor provision that are banks, insurance
 companies or registered open-end management investment companies, (ii) tender
 option bond trusts (whether tax-exempt or taxable) in which all investors are
 Persons that such Designated Owner or Holder reasonably believes are "qualified
 institutional buyers" (as defined in and in accordance with Rule 144A under the
 Securities Act or any successor provision) that are banks, insurance companies,
 or registered open-end management investment companies (or, in the case of a
 tender option bond trust in which an affiliate of such Holder or Designated
 Owner retains a residual interest, such affiliate of such Holder or Designated
 Owner, but only to the extent expressly provided for in any applicable Purchase
 Agreement), or (iii) other investors with the


<PAGE>
 prior written consent of the Trust. The restrictions on transfer contained in
 this Section 2.18(a) shall not apply to any VMTP Shares that are being
 registered and sold pursuant to an effective registration statement under the
 Securities Act or to any subsequent transfer of such VMTP Shares.

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

2.19   No Additional Rights.

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

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

                        [Signature Page Begins on the Following Page]



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



                                     MFS HIGH INCOME MUNICIPAL TRUST


                                     Title:Deputy Treasurer
































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







<PAGE>
                                                                     APPENDIX A

                         MFS HIGH INCOME MUNICIPAL TRUST

           VARIABLE RATE MUNICIPAL TERM PREFERRED SHARES, SERIES 2016/9

              Preliminary Statement and Incorporation By Reference

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

 Section 1.  Designation as to Series.

       Variable Rate Municipal Term Preferred Shares, Series 2016/9:  A series
 of 3,675 Preferred Shares classified as Variable Rate Municipal Term Preferred
 Shares is hereby designated as the "Variable Rate Municipal Term Preferred
 Shares, Series 2016/9" (the "Series 2016/9 VMTP Shares").  Each share of such
 Series shall have such preferences, voting powers, restrictions, limitations as
 to dividends and other distributions, qualifications and terms and conditions
 of redemption, in addition to those required by applicable law and those that
 are expressly set forth in the Declaration, the By-laws and the VMTP Statement
 (except as the VMTP Statement may be expressly modified by this Appendix), as
 are set forth in this Appendix
A.The Series 2016/9 VMTP Shares shall constitute a separate series of Preferred
 Shares and of the Variable Rate Municipal Term Preferred Shares and each Series
 2016/9 VMTP Share shall be identical. The following terms and conditions shall
 apply solely to the Series 2016/9 VMTP Shares:

 Section 2.  Number of Authorized Shares of Series.

       The number of authorized shares is 3,675.

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

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

 Preference Applicable to Series.

       The Liquidation Preference is $25,000.00

 per share. Section 5.

 Term Redemption Date Applicable to Series.

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

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

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

 Liquidity Account Initial Date Applicable to Series.

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

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

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

       Not applicable.

 Section 9.  Additional Definitions Applicable to the Series.

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

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

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

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

       Not applicable.

 Section 11. Fitch Municipal Issuer Diversification Guidelines.

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


                            [Signature page follows.]


                                       A-2

<3>
<PAGE>

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



                                     MFS HIGH INCOME MUNICIPAL TRUST



                                     By:      /s/ Susan S. Newton

                                          Name: Susan S. Newton





































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

                         MFS HIGH INCOME MUNICIPAL TRUST

           VARIABLE RATE MUNICIPAL TERM PREFERRED SHARES, SERIES 2019/3

               Preliminary Statement and Incorporation By Reference

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

 Section 1.  Designation as to Series.

       Variable Rate Municipal Term Preferred Shares, Series 2019/3:  A series
 of 3,900 Preferred Shares classified as Variable Rate Municipal Term Preferred
 Shares is hereby designated as the "Variable Rate Municipal Term Preferred
 Shares, Series 2019/3" (the "Series 2019/3 VMTP Shares").  Each share of such
 Series shall have such preferences, voting powers, restrictions, limitations as
 to dividends and other distributions, qualifications and terms and conditions
 of redemption, in addition to those required by applicable law and those that
 are expressly set forth in the Declaration, the By-laws and the VMTP Statement
 (except as the VMTP Statement may be expressly modified by this Appendix), as
 are set forth in this Appendix
B.The Series 2019/3 VMTP Shares shall constitute a separate series of Preferred
 Shares and of the Variable Rate Municipal Term Preferred Shares and each Series
 2019/3 VMTP Share shall be identical. The following terms and conditions shall
 apply solely to the Series 2019/3 VMTP Shares:

 Section 2.  Number of Authorized Shares of Series.

       The number of authorized shares is 3,900.

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

   The Date of Original Issue is March 24, 2016.

  Section 4. Liquidation Preference Applicable to
                     Series.

       The Liquidation Preference is $25,000.00 per share.

<4><5>
<PAGE>

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

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

 Section 6.  Dividend Payment Dates Applicable to Series.

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

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

 Liquidity Account Initial Date Applicable to Series.

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

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

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

       Not applicable.

 Section 9.  Additional Definitions Applicable to the Series.

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

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

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

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

       Not applicable.

 Section 11. Fitch Municipal Issuer Diversification Guidelines.

<6><7>
<PAGE>

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


                            [Signature page follows.]


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



                                     MFS HIGH INCOME MUNICIPAL TRUST

                                     By:
                                     _______________________________________









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

Endnotes

<1>

<2>

<3>

<4>B-3


<5>

<6>B-3


<7>






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>q771a2.txt
<TEXT>
Unknown;


                         AMENDED AND RESTATED BY-LAWS 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 Boston, Massachusetts.

                             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






<1>
<PAGE>
 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 Owner's entitlement to vote such
 Shares, provided that the shareholder was the shareholder of record or the
 Beneficial Owner held such Shares at the time the notice provided for in this
 Section 2.2(c) is delivered to the secretary.

       In addition to any other requirements under applicable law and the
 Declaration of Trust and these Bylaws, persons nominated by shareholders for
 election as Trustees and any other proposals by shareholders may be properly
 brought before an annual meeting only pursuant to timely notice (the
 "Shareholder Notice") in writing to the secretary.  To be timely, the
 Shareholder Notice must be delivered to or mailed and received at the principal
 executive offices of the Trust not less than forty-five (45) nor more than
 sixty (60) days prior to the first anniversary date of the date on which the
 Trust first sent its proxy materials for the prior year's






<2>
<PAGE>
 annual meeting; provided, however, with respect to the annual meetings to be
 held in the calendar years 2008 and 2009, the Shareholder Notice must be so
 delivered or mailed and so received on or before March 18, 2008, and May 1,
 2009, respectively; provided further, however, if and only if the annual
 meeting is not scheduled to be held within a period that commences thirty (30)
 days before the first anniversary date of the annual meeting for the preceding
 year and ends thirty (30) days after such anniversary date (an annual meeting
 date outside such period being referred to herein as an "Other Annual Meeting
 Date"), such Shareholder Notice must be given in the manner provided herein by
 the later of the close of business on (i) the date forty-five
 (45) days prior to such Other Annual Meeting Date or (ii) the tenth (10th)
 business day following the date such Other Annual Meeting Date is first
 publicly announced or disclosed.

       Any shareholder desiring to nominate any person or persons (as the case
 may be) for election as a Trustee or Trustees of the Trust shall deliver, as
 part of such Shareholder Notice:
 (i) a statement in writing setting forth (A) the name, age, date of birth,
 business address, residence address and nationality of the person or persons
 to be nominated; (B) the class or series and number of all Shares of the Trust
 owned of record or beneficially by each such person or persons, as reported to
 such shareholder by such nominee(s); (C) any other information regarding each
 such person required by paragraphs (a), (d), (e) and (f) of Item 401 of
 Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A)
 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
 adopted by the Securities and Exchange Commission (or the corresponding
 provisions of any regulation or rule subsequently adopted by the Securities
 and Exchange Commission or any successor agency applicable to the Trust); (D)
 any other information regarding the person or persons to be nominated that
 would be required to be disclosed in a proxy statement or other filings
 required to be made in connection with solicitation of proxies for election of
 Trustees or directors pursuant to Section 14 of the Exchange Act and the rules
 and regulations promulgated thereunder; and (E) whether such shareholder
 believes any nominee is or will be an "interested person" of the Trust (as
 defined in the Investment Company Act of 1940, as amended) and, if not an
 "interested person," information regarding each nominee that will be
 sufficient for the Trust to make such determination; and (ii) the written and
 signed consent of the person or persons to be nominated to be named as
 nominees and to serve as Trustees if elected.  In addition, a majority of the
 Trustees may require any proposed nominee to furnish such other information as
 they may reasonably require or deem necessary to determine the eligibility of
 such proposed nominee to serve as a Trustee. Any Shareholder Notice required
 by this Section 2.2(c) in respect of a proposal to fix the number of Trustees
 shall also set forth a description of and the text of the proposal, which
 description and text shall state a fixed number of Trustees that otherwise
 complies with applicable law, these Bylaws and the Declaration of Trust.

       Without limiting the foregoing, any shareholder who gives a Shareholder
 Notice of any matter proposed to be brought before a shareholder meeting
 (whether or not involving nominees for Trustees) shall deliver, as part of such
 Shareholder Notice: (i) the description of and text of the proposal to be
 presented; (ii) a brief written statement of the reasons why such shareholder






<3>
<PAGE>
 favors the proposal; (iii) such shareholder's name and address as they appear
 on the Trust's books; (iv) any other information relating to the shareholder
 that would be required to be disclosed in a proxy statement or other filings
 required to be made in connection with the solicitation of proxies with
 respect to the matter(s) proposed pursuant to Section 14 of the Exchange Act
 and the rules and regulations promulgated thereunder; (v) the class or series
 and number of all Shares of the Trust owned beneficially and of record by such
 shareholder; (vi) any material interest of such shareholder in the matter
 proposed (other than as a shareholder); (vii) a representation that the
 shareholder intends to appear in person or by proxy at the shareholder meeting
 to act on the matter(s) proposed; (viii) if the proposal involves nominee(s)
 for Trustees, a description of all arrangements or understandings between the
 shareholder and each proposed nominee and any other person or persons
 (including their names) pursuant to which the nomination(s) are to be made by
 the shareholder; and (ix) in the case of a Beneficial Owner, evidence
 establishing such Beneficial Owner's indirect ownership of, and entitlement to
 vote, Shares at the meeting of shareholders.  As used in this Section 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 Trust's notice of meeting
 if and only if the shareholder provides a notice containing the information
 required in the Shareholder Notice to the secretary required with respect to
 annual meetings by Section 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






<4>
<PAGE>
 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.






<5>
<PAGE>
                               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.






<6>
<PAGE>
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 a Chief Compliance Officer, who shall be elected or
 appointed by a majority of the Trustees, including a majority of the Trustees
 who are not interested persons of the Trust 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 Chief
 Compliance Officer shall perform the duties and have the responsibilities of
 the chief compliance officer of the Trust in accordance with Rule 38a-1, and
 shall perform such other duties and have such other responsibilities as from
 time to time may be assigned to him by the Trustees. The Chief Compliance
 Officer shall report directly to the Trustees or a Committee of the Trustees in
 carrying out his functions.

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 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.






<7>
<PAGE>
4.4.    Tenure.  The president, the treasurer, the secretary and the 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 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






<8>
<PAGE>
 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 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 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. 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. 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











<9>
<PAGE>

       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 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






<10>
<PAGE>
 restrictions as are determined by the Board of Trustees or a duly authorized
 committee thereof. A Statement Establishing and Fixing the Rights and
 Preferences of one type of such preferred shares, Variable Rate Municipal Term
 Preferred Shares, is attached to these By-Laws as Exhibit 1, which is hereby
 incorporated by reference into and made a part of these By-Laws.

                              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.

Endnotes

<1>

<2>

<3>

<4>

<5>

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<7>

<8>

<9>

<10>






<11>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>q771a.txt
<TEXT>





<PAGE>


               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 placetitleBoston, 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 Owner's entitlement to vote such
Shares, provided that the shareholder was the shareholder of record or the
Beneficial Owner held such Shares at the time the notice provided for in this
Section 2.2(c) is delivered to the secretary.

      In addition to any other requirements under applicable law and the
Declaration of Trust and these Bylaws, persons nominated by shareholders for
election as Trustees and any other proposals by shareholders may be properly
brought before an annual meeting only pursuant to timely notice (the
"Shareholder Notice") in writing to the secretary.  To be timely, the
Shareholder Notice must be delivered to or mailed and received at the principal
executive offices of the Trust not less than forty-five (45) nor more than sixty
(60) days prior to the first anniversary date of the date on which the Trust
first sent its proxy materials for the prior year's annual meeting; provided,
however, with respect to the annual meetings to be held in the calendar years
2008 and 2009, the Shareholder Notice must be so delivered or mailed and so
received on or before March 18, 2008, and May 1, 2009, respectively; provided
further, however, if and only if the annual meeting is not scheduled to be held
within a period that commences thirty (30) days before the first anniversary
date of the annual meeting for the preceding year and ends thirty (30) days
after such anniversary date (an annual meeting date outside such period being
referred to herein as an "Other Annual Meeting Date"), such Shareholder Notice
must be given in the manner provided herein by the later of the close of
business on (i) the date forty-five (45) days prior to such Other Annual Meeting
Date or (ii) the tenth (10th) business day following the date such Other Annual
Meeting Date is first publicly announced or disclosed.

      Any shareholder desiring to nominate any person or persons (as the case
may be) for election as a Trustee or Trustees of the Trust shall deliver, as
part of such Shareholder Notice:  (i) a statement in writing setting forth (A)
the name, age, date of birth, business address, residence address and
nationality of the person or persons to be nominated; (B) the class or series
and number of all Shares of the Trust owned of record or beneficially by each
such person or persons, as reported to such shareholder by such nominee(s); (C)
any other information regarding each such person required by paragraphs (a),
(d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of
Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), adopted by the Securities and Exchange Commission
(or the corresponding provisions of any regulation or rule subsequently adopted
by the Securities and Exchange Commission or any successor agency applicable to
the Trust); (D) any other information regarding the person or persons to be
nominated that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitation of proxies for
election of Trustees or directors pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder; and (E) whether such
shareholder believes any nominee is or will be an "interested person" of the
Trust (as defined in the Investment Company Act of 1940, as amended) and, if not
an "interested person," information regarding each nominee that will be
sufficient for the Trust to make such determination; and (ii) the written and
signed consent of the person or persons to be nominated to be named as nominees
and to serve as Trustees if elected.  In addition, a majority of the Trustees
may require any proposed nominee to furnish such other information as they may
reasonably require or deem necessary to determine the eligibility of such
proposed nominee to serve as a Trustee.  Any Shareholder Notice required by this
Section 2.2(c) in respect of a proposal to fix the number of Trustees shall also
set forth a description of and the text of the proposal, which description and
text shall state a fixed number of Trustees that otherwise complies with
applicable law, these Bylaws and the Declaration of Trust.

      Without limiting the foregoing, any shareholder who gives a Shareholder
Notice of any matter proposed to be brought before a shareholder meeting
(whether or not involving nominees for Trustees) shall deliver, as part of such
Shareholder Notice:  (i) the description of and text of the proposal to be
presented; (ii) a brief written statement of the reasons why such shareholder
favors the proposal; (iii) such shareholder's name and address as they appear on
the Trust's books; (iv) any other information relating to the shareholder that
would be required to be disclosed in a proxy statement or other filings required
to be made in connection with the solicitation of proxies with respect to the
matter(s) proposed pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; (v) the class or series and number of all
Shares of the Trust owned beneficially and of record by such shareholder; (vi)
any material interest of such shareholder in the matter proposed (other than as
a shareholder); (vii) a representation that the shareholder intends to appear in
person or by proxy at the shareholder meeting to act on the matter(s) proposed;
(viii) if the proposal involves nominee(s) for Trustees, a description of all
arrangements or understandings between the shareholder and each proposed nominee
and any other person or persons (including their names) pursuant to which the
nomination(s) are to be made by the shareholder; and (ix) in the case of a
Beneficial Owner, evidence establishing such Beneficial Owner's indirect
ownership of, and entitlement to vote, Shares at the meeting of shareholders.
As used in this Section 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 Trust's notice of meeting
if and only if the shareholder provides a notice containing the information
required in the Shareholder Notice to the secretary required with respect to
annual meetings by Section 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 placecountry-regionUnited 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 a Chief Compliance Officer, who shall be elected or
appointed by a majority of the Trustees, including a majority of the Trustees
who are not interested persons of the Trust 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 Chief Compliance Officer
shall perform the duties and have the responsibilities of the chief compliance
officer of the Trust in accordance with Rule 38a-1, and shall perform such other
duties and have such other responsibilities as from time to time may be assigned
to him by the Trustees.  The Chief Compliance Officer shall report directly to
the Trustees or a Committee of the Trustees in carrying out his functions.

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 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 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 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 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 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.  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. 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 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.
A Statement Establishing and Fixing the Rights and Preferences of one type of
such preferred shares, Variable Rate Municipal Term Preferred Shares, is
attached to these By-Laws as Exhibit 1, which is hereby incorporated by
reference into and made a part of these By-Laws.

                                 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.
                                    H CRITERIA
                                   Article 14
                               Claims and Disputes

     14.1   Forum for Adjudication of Disputes.  Unless the Trust consents in
writing to the selection of an alternative forum, (i) any action or proceeding
brought by or on behalf of the Trust or any of the Trust's Shareholders, (ii)
any action asserting a claim against the Trust (or a series thereof), or against
any trustee, officer or other employee of the Trust, whether arising under
federal law, the law of any state, or the law of a non-U.S. jurisdiction, (iii)
any action asserting a claim arising pursuant to any provision of the
Massachusetts Business Corporation Act, the statutory or common law of the
Commonwealth of Massachusetts, the Declaration or these By-Laws, (iv) any action
to interpret, apply, enforce or determine the validity of the Declaration, these
By-Laws, or any agreement on behalf of the Trust authorized thereunder, or (v)
any action asserting a claim governed by the internal affairs doctrine (each, a
"Covered Action") shall be brought in the state or federal courts located within
the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring
or holding any interest in shares of beneficial interest of the Trust shall be
(i) deemed to have notice of and consented to the provisions of this Section,
and (ii) deemed to have waived any argument relating to the inconvenience of the
forums referenced above in connection with any action or proceeding described in
this Section.

If any Covered Action is filed in a court other than the state or federal courts
of the Commonwealth of Massachusetts (a "Foreign Action") in the name of any
shareholder, such shareholder shall be deemed to have consented to (i) the
personal jurisdiction of the state and federal courts located within the
Commonwealth of Massachusetts in connection with any action brought in any such
courts to enforce the first paragraph of this Section (an "Enforcement Action")
and (ii) having service of process made upon such shareholder in any such
Enforcement Action by service upon such shareholder's counsel in the Foreign
Action as agent for such shareholder.

If any provision or provisions of this Section shall be held to be invalid,
illegal or unenforceable as applied to any person or circumstance for any reason
whatsoever, then, to the fullest extent permitted by law, the validity, legality
and enforceability of such provision(s) in any other circumstance and of the
remaining provisions of this Section (including, without limitation, each
portion of any sentence of this Section containing any such provision held to be
invalid, illegal or unenforceable that is not itself held to be invalid, illegal
or unenforceable) and the application of such provision to other persons and
circumstances shall not in any way be affected or impaired thereby.

     14.2   Claims.  As used herein, a "direct Shareholder claim" shall refer to
(i) a claim based upon alleged violations of a Shareholder's individual rights
independent of any harm to the Trust, including a Shareholder's voting rights
under Article III, rights to receive a dividend payment as may be declared from
time to time, rights to inspect books and records, or other similar rights
personal to the Shareholder and independent of any harm to the Trust; and (ii) a
claim for which a direct shareholder action is expressly provided under the U.S.
federal securities laws. Any claim asserted by a Shareholder that is not a
direct Shareholder claim, including without limitation any claims purporting to
be brought on behalf of the Trust or involving any alleged harm to the Trust,
shall be considered a "derivative claim" as used herein.

     a. Derivative Claims.  No Shareholder shall have the right to bring or
maintain any court action or other proceeding asserting a derivative claim or
any claim asserted on behalf of the Trust or involving any alleged harm to the
Trust without first making demand on the Trustees requesting the Trustees to
bring or maintain such action, proceeding or claim. Such demand shall be excused
only when the plaintiff makes a specific showing that irreparable nonmonetary
injury to the Trust or any series or class thereof would otherwise result, or if
a majority of the Board of Trustees, or a majority of any committee established
to consider the merits of such action, has a material personal financial
interest in the action at issue. A Trustee shall not be deemed to have a
personal financial interest in an action or otherwise be disqualified from
ruling on a Shareholder demand by virtue of the fact that such Trustee receives
remuneration from his or her service on the Board of Trustees of the Trust or on
the boards of one or more investment companies with the same or an affiliated
investment adviser or underwriter, or the amount of such remuneration. Such
demand shall be mailed to the Secretary of the Trust at the Trust's principal
office and shall set forth with particularity the nature of the proposed court
action, proceeding or claim and the essential facts relied upon by the
shareholder to support the allegations made in the demand. The Trustees shall
consider such demand within 90 days of its receipt by the Trust. In their sole
discretion, the Trustees may submit the matter to a vote of shareholders of the
Trust or series or class of Shares, as appropriate. Any decision by the Trustees
to bring, maintain or settle (or not to bring, maintain or settle) such court
action, proceeding or claim, or to submit the matter to a vote of Shareholders,
shall be binding upon the Shareholders.








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</DOCUMENT>
</SEC-DOCUMENT>
