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                                               - 18 -

115392
115392







                                                      MASTER

                                               AMENDED AND RESTATED


                                                      BY-LAWS


                                                        OF


                                    THE TRUSTS IDENTIFIED ON APPENDIX A HERETO
                                                [CLOSED-END FUNDS]


                                                 December 18, 2007



                                               AMENDED AND RESTATED

                                                      BY-LAWS

                                                        OF

                                    THE TRUSTS IDENTIFIED ON APPENDIX A HERETO




                                                     ARTICLE I

                                                    DEFINITIONS

            The terms  Commission,  Declaration,  Distributor,  Interested
Person,  Investment  Adviser,  Majority
Shareholder  Vote,  1940 Act,  Shareholder,  Shares,  Transfer Agent,  Trust,
  Trust Property and Trustees have the
respective  meanings  given them in the Amended  and  Restated  Declaration
 of Trust of the Trusts  identified  on
Appendix  A hereto.  References  to a Trust mean each Trust  severally  and
not  jointly.  These  By-Laws  shall be
subject to the Declaration for all purposes.



                                                    ARTICLE II

                                                      OFFICES

            SECTION 1. Principal  Office.  Until changed by the Trustees,
 the principal office of the Trust in The
Commonwealth of Massachusetts shall be in the City of timeCityBoston,
 PlaceTypeplaceCounty of PlaceNameSuffolk.


         SECTION 2. Other  Offices.  The Trust may have offices in such other
 places  without as well as within The
Commonwealth of Massachusetts as the Trustees may from time to time determine.


                                                    ARTICLE III

                                                   SHAREHOLDERS

            SECTION 1. 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 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 the  Trustees  and held in lieu of such
 meeting  with the same effect as if held
within such annual  period.  Special  meetings of the  Shareholders  may be
called at any time by a majority of the
Trustees.  Meetings of the  Shareholders  for the purpose of considering the
removal of a person serving as Trustee
shall be  called  by the  Trustees  if they are  requested  in  writing  to do
so by  Shareholders  holding  in the
aggregate  Shares  representing  not less than ten percent (10%) of the voting
power of the  outstanding  Shares of
the  Trust  having  voting  rights.  Any  such  meeting  shall  be held  within
  or  without  The  Commonwealth  of
Massachusetts on such day and at such time as the Trustees shall designate.


            Section 2. Notice of MeetingS.  Notice of all  meetings of
Shareholders,  stating the time,  place and
purposes of the  meeting,  shall be given by the Trustees in  accordance
with the  Declaration,  mailed or sent at
least (ten) 10 days and not more than ninety (90) days before the meeting.
 Only the business  stated in the notice
of the meeting  shall be  considered  at such  meeting.  Any  adjourned
meeting may be held as  adjourned  without
further  notice,  even if the date of such  adjourned  meeting is more than
90 days after the notice of the meeting
was mailed or sent.  Notwithstanding  the  foregoing,  if either  the
 President  or Clerk of the Trust,  or in the
absence or  unavailability  of the President and the Clerk,  any officer of
 the Trust,  determines that as a result
of force majeure or an act of God or war, the date,  time or place  designated
 for a meeting or adjourned  meeting
of  Shareholders  is not  reasonably  practicable  or  available,  such
 officer  may,  without  further  notice to
Shareholders,  designate  such other date,  time or place for such  meeting or
 adjourned  meeting as such  officer
shall, in his or her sole discretion,  determine.  No notice need be given to
any Shareholder who shall have failed
to inform the Trust of his current  address or if a written waiver of notice,
 executed before or after the meeting
by the Shareholder or his attorney thereunto authorized, is filed with the
records of the meeting.


         Section 3. Record Date for Meetings.  For the purpose of determining
the  Shareholders who are entitled to
notice of and to vote at any  meeting,  or to  participate  in any
 distribution,  or for the  purpose of any other
action,  the Trustees may from time to time close the transfer  books for such
 period,  not  exceeding  thirty (30)
days, as the Trustees may  determine;  or without  closing the transfer  books
 the Trustees may fix a date not more
than  ninety  (90) days prior to the date of any  meeting of  Shareholders  or
 distribution  or other  action as a
record date for the  determination  of the persons to be treated as
 Shareholders  of record for such purpose.  The
Trustees  also may  select  the time of day as of which  the  calculations
for  determining  how many  votes  each
Shareholder is entitled to pursuant to the Declaration shall be performed.

         Section 4.  Proxies.  At any meeting of  Shareholders,  any holder
 of Shares  entitled to vote thereat may
vote by proxy,  provided that no proxy shall be voted at any meeting  unless
it shall have been placed on file with
the Clerk,  or with such other  officer or agent of the Trust as the Clerk
may direct,  for  verification  prior to
the time at which such vote  shall be taken.  Pursuant  to a vote of a majority
  of the  Trustees,  proxies  may be
solicited in the name of one or more  Trustees or one or more of the officers
of the Trust.  When any Share is held
jointly  by  several  persons,  any one of them may vote at any  meeting  in
 person or by proxy in  respect of such
Share (and a proxy shall be valid if  executed  by any one of them),  but if
more than one of them shall be present
at such meeting in person or by proxy,  and such joint owners or their  proxies
 so present  disagree as to any vote
to be cast,  such vote shall not be received in respect of such Share.  A
proxy  purporting to be executed by or on
behalf of a Shareholder  shall be deemed valid unless  challenged  at or prior
 to its  exercise,  and the burden of
proving  invalidity  shall rest on the  challenger.  The  placing of a
Shareholders  name on a proxy  pursuant  to
telephonic or  electronically  transmitted  instructions  obtained  pursuant
 to procedures  reasonably  designed to
verify that such  instructions  have been authorized by such Shareholder
shall constitute  execution of such proxy
by or on behalf of such  Shareholder.  If the holder of any such Share is a
 minor or a person of unsound mind,  and
subject to  guardianship  or to the legal  control of any other person as
regards the charge or  management of such
Share,  he may vote by his guardian or such other person  appointed  or
having such  control,  and such vote may be
given in person or by proxy. Any copy, facsimile  telecommunication  or other
reliable  reproduction of a proxy may
be  substituted  for or used in lieu of the original  proxy for any and all
 purposes for which the original  proxy
could be used,  provided that such copy,  facsimile  telecommunication  or
 other  reproduction  shall be a complete
reproduction of the entire original proxy or the portion thereof to be
returned by the Shareholder.

         Section 5. QUORUM AND  ADJOURNMENT.  Except when a larger  quorum is
required  by any  provision  of law,
Shares  representing a majority of the voting power of the outstanding  Shares
entitled to vote shall  constitute a
quorum at any meeting of  Shareholders,  except that where any provision of
 law, the  Declaration  or these By-laws
requires that holders of any series or class shall vote as a series or class,
  then Shares  representing a majority
(unless a larger quorum is required as specified  above) of the voting power
 of the  aggregate  number of Shares of
that series or class  entitled to vote shall be necessary to  constitute a
quorum for the  transaction  of business
by that series or class. In the absence of a quorum,  Shareholders  entitled
to cast votes  representing a majority
of the voting  power of the  outstanding  Shares  entitled  to vote  present
in person or by proxy,  or,  where any
provision of law, the  Declaration  or these  By-laws  requires that holders
of any series or class shall vote as a
series  or  class,  Shareholders  entitled  to cast  votes  representing  a
majority  of the  voting  power of the
outstanding  Shares of that  series or class  entitled  to vote  present  in
person or by proxy,  may  adjourn  the
meeting from time to time until a quorum shall be present.  Only  Shareholders
 of record shall be entitled to vote
on any matter.

         Section 6.  Inspection of Records.  The records of the Trust shall be
open to  inspection by  Shareholders
to the same extent as is permitted shareholders of a StateplaceMassachusetts
business corporation.

         Section 7. Action without  Meeting.  Any action which may be taken by
Shareholders  may be taken without a
meeting if Shareholders  holding Shares  representing a majority of the voting
power of the Shares entitled to vote
on the matter (or such larger  proportion  thereof as shall be required by law,
the  Declaration  or these  By-Laws
for approval of such matter)  consent to the action in writing and the written
 consents are filed with the records
of the meetings of  Shareholders.  Such  consent  shall be treated for all
 purposes as a vote taken at a meeting of
Shareholders.

         SECTION 8. ADVANCE NOTICE OF SHAREHOLDER NOMINEES FOR TRUSTEES AND
OTHER SHAREHOLDER PROPOSALS.

         (a)      As used in this Section 8, 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 Article III Section 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 8.  Only persons who are nominated in accordance with
 the procedures set forth in this
         Section 8 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 8, 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 Article III
         Section 2 of these Bylaws or (ii) brought before the meeting in the
 manner specified in this Section
         8(c) by a Shareholder of record entitled to vote at the meeting or by
a Shareholder (a Beneficial Owner)
         that holds Shares entitled to vote at the meeting through a nominee
 or street name holder of record and
         that can demonstrate to the Trust such indirect ownership and such
Beneficial Owners entitlement to vote
         such Shares, provided that the Shareholder was the Shareholder of
record or the Beneficial Owner held
         such Shares at the time the notice provided for in this Section 8(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 ninety (90) days prior to the first anniversary date of
the date on which the Trust first
         sent its proxy materials for the prior years annual meeting; provided,
 however, with respect to the
         annual meeting 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 June 13, 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 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, 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 8(c) in respect of
a proposal to fix the number of
         Trustees shall also set forth a description of and the text of the
proposal, which description and text
         shall state a fixed number of Trustees that otherwise complies with
applicable law, these Bylaws and the
         Declaration of Trust.

                  Without limiting the foregoing, any Shareholder who gives a
Shareholder Notice of any matter
         proposed to be brought before a Shareholder meeting (whether or not
 involving nominees for Trustees)
         shall deliver, as part of such Shareholder Notice:  (i) the
 description of and text of the proposal to
         be presented; (ii) a brief written statement of the reasons why such
 Shareholder favors the proposal;
         (iii) such Shareholders name and address as they appear on the Trusts
books; (iv) any other information
         relating to the Shareholder that would be required to be disclosed in
 a proxy statement or other filings
         required to be made in connection with the solicitation of proxies
with respect to the matter(s)
         proposed pursuant to Section 14 of the Exchange Act and the rules
 and regulations promulgated
         thereunder; (v) the class or series and number of all Shares of the
Trust owned beneficially and of
         record by such Shareholder; (vi) any material interest of such
Shareholder in the matter proposed (other
         than as a Shareholder); (vii) a representation that the Shareholder
 intends to appear in person or by
         proxy at the Shareholder meeting to act on the matter(s) proposed;
 (viii) if the proposal involves
         nominee(s) for Trustees, a description of all arrangements or
understandings between the Shareholder and
         each proposed nominee and any other person or persons (including their
 names) pursuant to which the
         nomination(s) are to be made by the Shareholder; and (ix) in the case
of a Beneficial Owner, evidence
         establishing such Beneficial Owners indirect ownership of, and
 entitlement to vote, Shares at the
         meeting of Shareholders.  As used in this Section 8, 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 Article III
         Section 2 of these Bylaws.  In the event the Trust calls a special
 meeting for the purpose of electing
         one or more Trustees, any Shareholder may nominate a person or persons
 (as the case may be) for election
         to such position(s) as specified in the Trusts notice of meeting if
and only if the Shareholder provides
         a notice containing the information required in the Shareholder
Notice to the Secretary required with
         respect to annual meetings by Section 8(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 the Trustees to be elected at such meeting are publicly announced
 or disclosed.

         (e)      For purposes of this Section 8, 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 8.

         (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 8 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 8
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 8 shall be
 construed as creating any  implication  or
         presumption as to the requirements of federal law.


                                                    ARTICLE IV

                                                     TRUSTEES

         Section 1. Meetings of the Trustees.  The Trustees may in their
 discretion  provide for regular or stated
meetings of the Trustees.  Notice of regular or stated  meetings need not
be given.  Meetings of the Trustees other
than regular or stated  meetings  shall be held  whenever  called by the
 Chair of the Trustees or by any one of the
Trustees at the time being in office.  Notice of the time and place of each
  meeting  other than  regular or stated
meetings shall be given by the Secretary or an Assistant  Secretary,  or
the Clerk or an Assistant  Clerk or by the
officer,  Chair of the Trustees or other  Trustee  calling the meeting and
shall be mailed to each Trustee at least
two days  before the  meeting,  or shall be  telegraphed,  cabled,  or
 wirelessed  or sent by  facsimile  or other
electronic  means to each  Trustee  at his  usual or last  known  business
  or  residence  address,  or  personally
delivered to him at least one day before the meeting.  Such notice may,
however,  be waived by any Trustee.  Notice
of a meeting  need not be given to any Trustee if a written  waiver of notice,
 executed by him 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. A notice or
 waiver of notice need not specify the
purpose  of any  meeting.  Except as  provided  by law the  Trustees  may meet
by means of a  telephone  conference
circuit or similar  communications  equipment by means of which all persons
 participating  in the meeting can hear
each other,  which  telephone  conference  meeting  shall be deemed to have
 been held at a place  designated by the
Trustees at the meeting.  Participation in a telephone  conference  meeting
 shall constitute  presence in person at
such meeting.

         Section 2.  Quorum and Manner of Acting.  A majority  of the
 Trustees  shall be present at any regular or
special  meeting of the Trustees in order to  constitute a quorum for the
 transaction  of business at such meeting
and (except as otherwise  required by law, the  Declaration or these By-Laws)
the act of a majority of the Trustees
present at any such meeting,  at which a quorum is present,  shall be the act
 of the Trustees.  In the absence of a
quorum,  a majority of the  Trustees  present may  adjourn  the meeting  from
time to time until a quorum  shall be
present. Notice of an adjourned meeting need not be given.


                                                     ARTICLE V

                                           COMMITTEES AND ADVISORY BOARD

         Section 1.  Executive  and Other  Committees.  The  Trustees by vote
of a majority of all the Trustees may
elect from their own number an  Executive  Committee  to consist of not less
than three (3) Trustees to hold office
at the  pleasure of the  Trustees  which shall have the power to conduct the
current and  ordinary  business of the
Trust while the Trustees are not in session,  including the purchase and sale
of securities and the  designation of
securities to be delivered  upon  redemption  of Shares of the Trust,  and
such other powers of the Trustees as the
Trustees  may,  from time to time,  delegate to the  Executive  Committee
 except  those  powers  which by law, the
Declaration  or these By-Laws they are prohibited  from  delegating.  The
 Trustees may also elect other  Committees
from time to time, the number  composing such  Committees,  the powers
conferred upon the same (subject to the same
limitations  as with respect to the  Executive  Committee)  and the term of
  membership  on such  Committees  to be
determined  by the  Trustees.  The Trustees  may  designate a Chair of any
such  Committee.  In the absence of such
designation a Committee may elect its own Chair.

         Section 2. Meeting, Quorum and Manner of Acting. The Trustees may:

                  (i)      provide for stated meetings of any Committee;

                  (ii)     specify  the  manner  of  calling  and  notice
 required  for  special  meetings  of any
                           Committee;

                  (iii)    specify the number of members of a Committee
 required  to  constitute  a quorum and the
                           number of members of a Committee  required to
exercise  specified  powers  delegated  to
                           such Committee;

                  (iv)     authorize  the making of decisions  to exercise
specified  powers by written  assent of
                           the requisite number of members of a Committee
 without a meeting; and

                  (v)      authorize  the  members  of a  Committee  to meet
 by  means  of a  telephone  conference
                           circuit   or  similar   communications   equipment
   by  means  of  which  all   persons
                           participating in the meeting can hear each other.


         Each  Committee  shall keep and maintain  regular  minutes of its
 meetings and records of decisions  taken
without a meeting.

         Section 3. Advisory  Board.  The Trustees may appoint an Advisory
 Board to consist in the first  instance
of not less than three (3) members.  Members of such Advisory  Board shall
 not be Trustees or officers and need not
be  Shareholders.  A member of such  Advisory  Board  shall hold  office
for such  period as the  Trustees  may by
resolution  provide.  Any member of such board may resign  therefrom  by a
written  instrument  signed by him which
shall take effect upon delivery to the Trust.  The Advisory  Board shall
 have no legal powers and shall not perform
the  functions  of  Trustees  in any  manner,  such  Advisory  Board  being
intended  merely to act in an advisory
capacity.  Such  Advisory  Board shall meet at such times and upon such notice
as the  Trustees  may by  resolution
provide.


                                                    ARTICLE VI

                                        OFFICERS AND CHAIR OF THE TRUSTEES

         Section 1. General  Provisions.  The officers of the Trust shall be a
 President,  a Treasurer and a Clerk,
who shall be elected by the Trustees.  In addition,  there shall be an
Independent  Chief Compliance  Officer,  who
shall be elected or  appointed  by a majority of the  Trustees,  including
a majority of the  Trustees  who are not
Interested  Persons  of the Trust  (Interested  Trustees),  and  otherwise
 in  accordance  with rule 38a-1 (or any
successor  rule) under the 1940 Act, as such rule may be amended from time
to time (Rule  38a-1).  The Trustees may
elect or appoint such other  officers or agents of the Trust as the  business
of the Trust may  require,  including
one or more Vice Presidents,  a Secretary and one or more Assistant
Secretaries,  one or more Assistant Treasurers,
and one or more  Assistant  Clerks.  The Trustees  may delegate to any
 officer of the Trust or Committee  the power
to appoint any  subordinate  officers or agents.  In addition,  there
shall be an office of Chair of the  Trustees,
which shall serve on behalf of the  Trustees,  but shall not be an office
 of the Trust.  The office of Chair of the
Trustees  may be held by more than one  person.  Any Chair of the  Trustees
 shall be elected by a majority  of the
Trustees, including a majority of the Independent Trustees.

         Section 2. Term of Office and  Qualifications.  Except as otherwise
 provided by law, the  Declaration  or
these  By-Laws,  the Chair of the Trustees,  the  President,  the Treasurer,
 the Clerk and the  Independent  Chief
Compliance  Officer  shall hold  office  until his  resignation  has been
 accepted  by the  Trustees  or until his
respective  successor  shall have been duly elected and qualified,  or in each
 case until he sooner dies,  resigns,
is removed or becomes  disqualified.  All other  officers  shall hold office at
the pleasure of the  Trustees.  Any
two or more  offices may be held by the same  person.  Any officer of the Trust
 may be, but none need be, a Trustee
or  Shareholder.  Any Chair of the Trustees shall be an Independent  Trustee,
 shall not be an officer of the Trust
and may be, but need not be, a Shareholder.

         Section 3. Removal AND RESIGNATION.  The Trustees, at any regular or
special meeting of the Trustees,  may
remove  any  officer  of the Trust with or  without  cause by a vote or
 consent  of a  majority  of the  Trustees,
provided that any removal of the Independent  Chief Compliance  Officer
shall also require the vote or consent of a
majority of the  Independent  Trustees and  otherwise  be in  accordance
  with the  provisions  of Rule 38a-1.  The
Trustees  may at any time  remove  any  Chair of the  Trustees  with or
 without  cause by a vote or  consent  of a
majority of the  Trustees,  including a majority of the  Independent
 Trustees.  Any officer or agent  appointed by
any officer or Committee may be removed with or without cause by such
appointing  officer or Committee  (subject to
the provisions of Rule 38a-1 in the case of the Independent  Chief  Compliance
  Officer).  Any officer of the Trust
or Chair of the Trustees  may resign at any time by written  instrument
signed by him and  delivered to the Trust.
Such  resignation  shall be effective upon receipt unless  specified to be
 effective at some other time.  Except to
the extent  expressly  provided  in a written  agreement  with the  Trust,
 no officer of the Trust or Chair of the
Trustees  resigning or removed shall have any right to any  compensation
 for any period  following his resignation
or removal, or any right to damages on account of such removal.

         Section  4.  Powers  and  Duties of the Chair OF THE  TRUSTEES.
 The powers and duties of the Chair of the
Trustees  shall  include (i) calling  meetings of the Trustees when deemed
 necessary,  (ii) setting the agenda for
meetings of the  Trustees  with input from  officers  of the Trust and, as
 necessary  or  appropriate,  the Trusts
Investment  Adviser and other service  providers,  (iii) presiding at all
 meetings of the Trustees,  (iv) presiding
at all  meetings of  Shareholders,  except that the Chair of the  Trustees
 may  appoint the  President  or another
officer of the Trust to preside at such  meetings  in place of the Chair of
 the  Trustees,  (v) acting as a liaison
between the Board of Trustees and the Trusts  officers,  Investment  Adviser
and other  service  providers and (vi)
exercising  such other powers and duties  relating to the  operations of the
Trustees as, from time to time, may be
conferred  upon or assigned to such office by the Trustees,  provided that
 the Chair of the Trustees  shall have no
individual  authority  to act for the Trust as an officer of the Trust.  In
carrying out the  responsibilities  and
duties of the office,  the Chair of the Trustees may seek  assistance  and
 input from other  Trustees or Committees
of the Trustees,  officers of the Trust and the Trusts Investment  Adviser
 and other service  providers,  as deemed
necessary or  appropriate.  In the absence or disability of the Chair of the
 Trustees,  a majority of the Trustees,
including a majority of the Independent  Trustees,  shall appoint an
Independent  Trustee to perform the duties and
exercise the powers of the Chair of the Trustees,  provided  that,  unless
 and until such  appointment is made, all
of the Independent Trustees shall collectively perform such duties and
 exercise such powers.

         Section 5. Powers and Duties of the  President.  Subject to the
control of the Trustees,  the Chair of the
Trustees and any Committees of the Trustees,  the President  shall at all
times exercise a general  supervision and
direction over the affairs of the Trust,  including the power to employ
 attorneys and counsel for the Trust and to
employ such subordinate  officers,  agents,  clerks and employees as he may
find necessary to transact the business
of the Trust.  The President shall be the chief executive  officer of the
Trust. The President shall have the power
to grant,  issue,  execute or sign such powers of attorney,  proxies or other
documents as may be deemed  advisable
or necessary in  furtherance  of the interests of the Trust.  The President
 shall perform such other duties as may
be assigned to him from time to time by the Trustees or the Chair of the
 Trustees.

         Section 6. Powers and Duties of Vice Presidents.  In the absence or
disability of the President,  the Vice
President  or, if there be more than one Vice  President,  any Vice  President
  designated  by the  Trustees  shall
perform  all the  duties  and may  exercise  any of the  powers of the
President,  subject  to the  control of the
Trustees.  Each Vice  President  shall perform such other duties as may be
assigned to him from time to time by the
Trustees or the President.

         Section 7.  Powers  and Duties of the  TreasureR.  The  Treasurer
 shall be the  principal  financial  and
accounting  officer of the Trust.  The Treasurer shall deliver all funds of
the Trust which may come into his hands
to such custodian as the Trustees may employ.  The Treasurer  shall render a
statement of condition of the finances
of the Trust to the  Trustees as often as they shall  require the same and
 shall in general  perform all the duties
incident  to the office of  Treasurer  and such  other  duties as from time
to time may be  assigned  to him by the
Trustees.  The Treasurer  shall give a bond for the faithful  discharge of his
duties,  if required to do so by the
Trustees, in such sum and with such surety or sureties as the Trustees shall
 require.

         Section 8.  Powers  and Duties of the Clerk.  The Clerk  shall  keep
 the  minutes of all  meetings  of the
Shareholders  in proper books provided for that purpose;  he shall have
custody of the seal of the Trust;  he shall
have  charge of the Share  transfer  books,  lists and  records  unless the
 same are in the charge of the  Transfer
Agent.  He or the  Secretary,  if any,  shall  attend to the  giving  and
 serving  of all  notices by the Trust in
accordance  with the provisions of these By-Laws and as required by law;
and subject to these By-Laws,  he shall in
general  perform  all duties  incident  to the  office of Clerk and such
 other  duties as from time to time may be
assigned to him by the Trustees.

         Section 9.  Powers and Duties of The  Secretary.  The  Secretary,
  if any,  shall keep the  minutes of all
meetings  of the  Trustees.  He shall  perform  such other  duties and have
such other  powers in addition to those
specified  in these  By-Laws  as the  Trustees  shall  from time to time
 designate.  If there be no  Secretary  or
Assistant Secretary, the Clerk shall perform the duties of Secretary.

         Section 10. Powers and Duties of Assistant  Treasurers.  In the
 absence or  disability  of the  Treasurer,
any  Assistant  Treasurer  designated  by the Trustees  shall  perform all
the duties,  and may exercise any of the
powers,  of the  Treasurer.  Each Assistant  Treasurer  shall perform such
 other duties as from time to time may be
assigned to him by the  Trustees.  Each  Assistant  Treasurer  shall give
a bond for the faithful  discharge of his
duties,  if required to do so by the Trustees,  in such sum and with such
surety or sureties as the Trustees  shall
require.

         Section  11.  Powers and Duties of  Assistant  Clerks.  In the
 absence or  disability  of the Clerk,  any
Assistant  Clerk  designated by the Trustees shall perform all the duties,
 and may exercise any of the powers,  of
the Clerk.  The  Assistant  Clerks shall  perform such other duties as from
 time to time may be assigned to them by
the Trustees.

         Section 12. Powers and Duties of Assistant  Secretaries.  In the
 absence or  disability of the  Secretary,
any Assistant  Secretary  designated by the Trustees  shall perform all of
the duties,  and may exercise any of the
powers,  of the Secretary.  The Assistant  Secretaries  shall perform such
other duties as from time to time may be
assigned to them by the Trustees.

         Section 13. Powers and Duties of THE  INDEPENDENT  CHIEF  COMPLIANCE
 OFFICER.  The  PersonNameIndependent
Chief  titleCompliance  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  PersonNameIndependent  Chief
titleCompliance  Officer  shall report  directly to the Trustees or a
Committee of the Trustees in carrying out his
functions.

         Section 14.  Compensation  of Officers  and Trustees  and Members
 of the  Advisory  Board.  Subject to any
applicable  law or  provision  of the  Declaration,  the  compensation  of
the  officers of the Trust and  Trustees
(including  the Chair of the  Trustees)  and members of the Advisory  Board
 shall be fixed from time to time by the
Trustees  or, in the case of  officers,  by any  Committee  or officer upon
whom such power may be conferred by the
Trustees,  provided  that any  compensation  of the  Independent  Chief
 Compliance  Officer shall be approved by a
majority of the Trustees,  including a majority of the  Independent  Trustees.
 No officer shall be prevented  from
receiving such compensation as such officer by reason of the fact that he is
 also a Trustee.


                                                    ARTICLE VII

                                                    FISCAL YEAR

         The fiscal  year of the Trust shall be as  specified  on Appendix A
 hereto,  provided,  however,  that the
Trustees may from time to time change the fiscal year of the Trust or any
series.


                                                   ARTICLE VIII

                                                       SEAL

         The Trustees may adopt a seal which shall be in such form and shall
 have such  inscription  thereon as the
Trustees may from time to time prescribe.


                                                    ARTICLE IX

                                                 WAIVERS OF NOTICE

         Whenever any notice is required to be given by law, the  Declaration
 or these  By-Laws,  a waiver thereof
in  writing,  signed by the person or persons  entitled  to such  notice,
 whether  before or after the time stated
therein,  shall be  deemed  equivalent  thereto.  A notice  shall be deemed
  to have  been  telegraphed,  cabled or
wirelessed  or sent by  facsimile  or other  electronic  means for the
 purposes of these  By-Laws when it has been
delivered  to a  representative  of  any  telegraph,  cable  or  wireless
 company  with  instruction  that  it  be
telegraphed,  cabled or wirelessed or when a  confirmation  of such  facsimile
  having been sent, or a confirmation
that such electronic means has sent the notice being  transmitted,  is
generated.  Any notice shall be deemed to be
given at the time when the same shall be mailed,  telegraphed,  cabled or
 wirelessed  or when sent by facsimile or
other electronic means.


                                                     ARTICLE X

                                     timeCityplaceSALE OF SHARES OF THE TRUST

         The  Trustees  may from  time to time  issue and sell or cause to be
 issued  and sold  Shares  for cash or
other  property.  The Shares,  including  additional  Shares which may have
 been  repurchased  by the Trust (herein
sometimes  referred to as treasury  shares),  may not be sold at a price less
than the net asset value  thereof (as
defined in Article XI hereof)  determined  by or on behalf of the  Trustees
next after the sale is made or at some
later time after such sale.

         No Shares need be offered to existing  Shareholders  before  being
 offered to others.  No Shares shall be
sold by the Trust (although  Shares  previously  contracted to be sold may be
issued upon payment  therefor) during
any period when the  determination  of net asset value is suspended.  In
connection  with the acquisition by merger
or  otherwise  of all or  substantially  all the assets of an  investment
  company  (whether a regulated or private
investment  company or a personal holding company),  the Trustees may issue or
 cause to be issued Shares and accept
in payment  therefor  such assets  valued at not more than market  value
 thereof in lieu of cash,  notwithstanding
that the  federal  income  tax basis to the Trust of any  assets so  acquired
 may be less than the  market  value,
provided  that such assets are of the  character  in which the  Trustees  are
 permitted to invest the funds of the
Trust.

                                                    ARTICLE XI

                                             NET ASSET VALUE OF SHARES

         The term net asset  value per Share of any  class or  series of
 Shares  shall  mean:  (i) the value of all
assets of that series or class;  (ii) less total  liabilities of such series or
 class;  (iii) divided by the number
of Shares of such series or class  outstanding,  in each case at the time of
 such  determination,  all as determine
by or under the  direction of the  Trustees.  Such value shall be  determined
 on such days and at such time as the
Trustees may determine.  Such  determination  shall be made with respect to
 securities for which market  quotations
are readily  available,  at the market value of such  securities;  and with
 respect to other securities and assets,
at the fair value as  determined  in good faith by or  pursuant  to the
direction  of the  Trustees or a Committee
thereof,  provided,  however, that the Trustees,  without shareholder approval,
  may alter the method of appraising
portfolio  securities  insofar as permitted  under the 1940 Act,  including use
 of the amortized  cost method.  The
Trustees  may  delegate  any powers  and duties  under this  Article  XI with
  respect to  appraisal  of assets and
liabilities.  At any time the Trustees may cause the value per share last
 determined to be  determined  again in a
similar manner and may fix the time when such  predetermined  value shall
become  effective.  Determinations of net
asset value made by the Trustees or their delegates in good faith shall be
 binding on all parties concerned.


                                                    ARTICLE XII

                                            DIVIDENDS AND DISTRIBUTIONS

         Section 1.  Limitations on  Distributions.  The total of
distributions  to  Shareholders  of a particular
series or class paid in respect of any one fiscal year,  subject to the
 exceptions noted below,  shall, when and as
declared by the Trustees, be approximately equal to the sum of:

                  (i)      the  net  income,  exclusive  of the  profits
  or  losses  realized  upon  the  sale  of
                           securities or other property,  of such series or
class for such fiscal year,  determined
                           in accordance with generally accepted  accounting
 principles (which, if the Trustees so
                           determine,  may be adjusted  for net amounts
included as such accrued net income in the
                           price of Shares of such series or class  issued or
 repurchased),  but if the net income
                           of such series or class exceeds the amount
distributed  by less than one cent per share
                           outstanding  at the record date for the final
 dividend,  the excess shall be treated as
                           distributable income of such series or class for
the following fiscal year; and

(ii)     in the discretion of the Trustees,  an additional amount which shall
not  substantially  exceed the excess
                           of profits over losses on sales of securities or
 other  property  allocated or belonging
                           to such series or class for such fiscal year; and

(iii)    in the discretion of the Trustees, an additional amount from other
Trust assets.

The decision of the Trustees as to what, in accordance with generally  accepted
  accounting  principles,  is income
and what is principal shall be final,  and except as  specifically  provided
 herein the decision of the Trustees as
to what  expenses and charges of the Trust shall be charged  against  principal
  and what  against  income shall be
final,  all subject to any  applicable  provisions of the 1940 Act. For the
purposes of the  limitation  imposed by
this  Section 1,  Shares  issued  pursuant  to Section 2 of this  Article XII
shall be valued at the amount of cash
which the Shareholders would have received if they had elected to receive cash
in lieu of such Shares.

         Inasmuch as the  computation  of net income and gains for federal
 income tax  purposes  may vary from the
computation  thereof on the books of the Trust,  the above  provisions shall
be interpreted to give to the Trustees
the power in their  discretion  to  distribute  for any fiscal  year as
ordinary  dividends  and as capital  gains
distributions,  respectively,  additional  amounts  sufficient to enable the
 Trust to avoid or reduce liability for
taxes.  Any payment  made to  Shareholders  pursuant to clause (ii) and/or
 clause (iii) of this Section 1 shall be
accompanied  by a written  statement  showing the source or sources of such
 payment,  and the basis of  computation
thereof.


         Section 2.  Distributions  Payable in Cash or Shares. The Trustees
 shall have power, to the fullest extent
permitted by the laws of The Commonwealth of Massachusetts  but subject to the
 limitation as to cash  distributions
imposed  by  Section  1 of this  Article  XII,  at any time or from  time to
 time to  declare  and cause to be paid
distributions  payable at the  election of any  Shareholder  of any series or
class  (whether  exercised  before or
after the declaration of the distribution) either in cash or in Shares of such
series, provided that the sum of:

                  (i)      the cash distribution actually paid to any
Shareholder, and

                  (ii)     the net asset value of the Shares which that
  Shareholder  elects to receive,  in effect
                           at such time at or after the  election as the
 Trustees  may  specify,  shall not exceed
                           the full  amount of cash to which that  Shareholder
 would be  entitled if he elected to
                           receive only cash.

In the case of a  distribution  payable  in cash or Shares at the  election
of a  Shareholder,  the  Trustees  may
prescribe  whether a  Shareholder,  failing to  express  his  election  before
 a given time shall be deemed to have
elected to take  Shares  rather  than  cash,  or to take cash  rather  then
 Shares,  or to take  Shares  with cash
adjustment of fractions.

         The Trustees,  in their sole discretion,  may cause the Trust to
require that all distributions payable to
a  shareholder  in  amounts  less than such  amount or  amounts  determined
 from time to time by the  Trustees  be
reinvested  in  additional  shares  of the  Trust  rather  than  paid in cash,
 unless  a  shareholder  who,  after
notification  that his  distributions  will be  reinvested in  additional
 shares in accordance  with the preceding
phrase,  elects to receive such distributions in cash. Where a shareholder has
elected to receive  distributions in
cash and the postal or other delivery  service is unable to deliver checks to
 the  shareholders  address of record,
the Trustees, in their sole discretion,  may cause the Trust to require that
such Shareholders  distribution option
be converted to having all distributions reinvested in additional shares.

         Section 3. Stock Dividends.  Anything in these By-Laws to the
contrary  notwithstanding,  the Trustees may
at any time declare and distribute pro rata among the  Shareholders  of any
series or class a stock dividend out of
either authorized but unissued Shares of such series or class or treasury
 Shares of such series or class or both.


                                                   ARTICLE XIII

                                                    AMENDMENTS

         These  By-Laws,  or any of them,  may be altered,  amended,
  repealed or  restated,  or new By-Laws may be
adopted,  at any time by the  Trustees.  Action by the Trustees  with
 respect to the By-Laws  shall be taken by an
affirmative vote of a majority of the Trustees.


            Master Amended and Restated By-Laws, December 18, 2007

                                    APPENDIX A


----------------------------------------------------------
                                     FISCAL
TRUST                               YEAR END
----------------------------------------------------
----------------------------------------------------

MFS Municipal Income Trust                     10/31
MFS Multimarket Income Trust                            10/31
MFS Government Markets Income Trust                  11/30
MFS Intermediate Income Trust                           10/31
MS Charter Income Trust                               11/30
MFS Special Value Trust                           10/31

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