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               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>
