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                         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






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 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






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 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






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 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






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 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.






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                               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.






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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.






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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






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 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











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       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






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 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

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