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<TYPE>EX-99.77Q1 OTHR EXHB
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<FILENAME>q771a.txt
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MASTER AMENDED AND RESTATED BY-LAWS OF
THE TRUSTS IDENTIFIED ON APPENDIX A HERETO
[CLOSED-END FUNDS] December 18, 2007, as revised:

December 16, 2008 (Article III; Section 5)
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
Boston, Suffolk.


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  thirty  percent (30%) 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 30 percent (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  30
percent 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 30 percent 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

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                                                            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

--------------------------------------------------------------------------------


</TEXT>
</DOCUMENT>
