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<SEC-DOCUMENT>0000912938-08-000415.txt : 20080729
<SEC-HEADER>0000912938-08-000415.hdr.sgml : 20080729
<ACCEPTANCE-DATETIME>20080729155354
ACCESSION NUMBER:		0000912938-08-000415
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20080531
FILED AS OF DATE:		20080729
DATE AS OF CHANGE:		20080729
EFFECTIVENESS DATE:		20080729

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFS HIGH YIELD MUNICIPAL TRUST
		CENTRAL INDEX KEY:			0000809844
		IRS NUMBER:				042950868
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04992
		FILM NUMBER:		08975844

	BUSINESS ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		STREET 2:		20TH FL LEGAL DEPT.
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
		BUSINESS PHONE:		6179545000

	MAIL ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		STREET 2:		20TH FL LEGAL DEPT
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COLONIAL MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
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000 I000000 6.1
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001 A000000 MFS High Yield Municipal Trust
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002 A000000 500 Boylston Street
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008 D030001 02116
010 A000001 MASSACHUSETTS FINANCIAL SERVICES
010 B000001 801-17352
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010 C020001 MA
010 C030001 02116
012 A000001 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000001 85-1134
012 C010001 PROVIDENCE
012 C020001 RI
012 C030001 02940
012 A000002 MFS SERVICE CENTER, INC.
012 B000002 84-1316
012 C010002 BOSTON
012 C020002 MA
012 C030002 02116
013 A000001 ERNST & YOUNG LLP
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<PAGE>      PAGE  2
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015 C010002 NEW YORK
015 C020002 NY
015 C030002 10286
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022 C000004      1000
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022 B000005 00-0000000
022 C000005      2112
022 D000005      2583
022 A000006 MERRILL LYNCH & CO., INC.
022 B000006 13-5674085
022 C000006      1037
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022 A000007 UBS AG
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SIGNATURE   TRACY ATKINSON
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77D POLICIES
<SEQUENCE>2
<FILENAME>d77.txt
<TEXT>
                                  SUB-ITEM 77D

The Board of Trustees of MFS High Yield  Municipal  Trust (CMU) has  approved
changes to the investment objective and policies of the fund. Effective December
21, 2007, CMUs investment objective of seeking to provide high current income
generally exempt from federal  income taxes with a secondary  objective to seek
total  return was revised to provide  that CMU will seek high  current  income
exempt from federal  income tax, but may also  consider  capital  appreciation.
Significant changes to CMUs  principal  investment  strategies  are  described
below.

The investment strategy stating the fund may invest in securities rated C only
if the advisor  believes the quality is better than the rating  agency has been
eliminated.

The principal  investment  strategy of typically  investing in securities rated
BBB/Baa  and lower has been eliminated and the funds  principal  investment
strategy  states, MFS may  invest  up to 100% of the  funds  assets  in lower
quality debt instruments, including those that are in default.

The percentage  limitation of investing 80% in debt securities  consistent with
the  investment  objectives  of high  current income and total  return has been
eliminated  to provide  the  portfolio  manager more flexibility  to invest in
appropriate securities.

The percentage  limitation of investing less than 25% in industrial development
bonds has been eliminated and the principal  investment  strategy  states, MFS
may invest 25% or more of the fund's total assets in municipal instruments that
finance  similar  projects,  such as those  relating to education,  healthcare,
housing, utilities, water, or sewer.

The  percentage  limitation  of  investing  less  than  20% in  short-term U.S.
government securities, repurchase agreements, or highly rated short-term notes
if suitable  short-term  municipal instruments not available and the investment
strategy  stating the fund may invest less than 20%for temporary purposes have
each been eliminated and the funds principal investment strategy states that in
response to market, economic, political,  or other conditions, MFS may depart
from the fund's  principal investment strategies by temporarily  investing for
defensive purposes.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>q771.txt
<TEXT>


February 26, 2008

[PG NUMBER]

72
118891
As Amended  dateYear01Day8Month5lstrans5/8/01  Article 2, Section 1.3
As Amended  dateYear01Day13Month2lstrans2/13/01  Article 2, Section 1.3
 and Article 7
As Amended  dateYear00Day13Month12lstrans12/13/00  Article 12, Section
 12.10(1)(5)
As Amended  dateYear01Day20Month6lstrans6/20/01 Article 2, Section 1.3,
Article 3, Section 1.17
As Amended  dateYear04Day9Month12lstrans12/9/04 Article 12, Part II
As Amended  dateYear04Day11Month8lstrans8/11/04  Article 3, Section 1.9;
 Article 4., Section 1.16;  Article 4,
Section 1.19
As Amended 2/7/07 Article 2.1
As Amended 6/29/07  Article 4 and Name
As Amended 12/18/2007  Article 2
As Amended 2/26/2008  Article 7

                 AMENDED AND RESTATED BY-stocktickerLAWS
                             OF
                   MFS HIGH YIELD MUNICIPAL TRUST


                           Article 1.
          Agreement and Declaration of Trust and Principal Office

1.1.     Agreement and Declaration of Trust.  These By-Laws shall be
subject to the Agreement and Declaration of
Trust, as from time to time in effect (the Declaration of Trust), of
MFS Municipal Income Trust, a Massachusetts
business Trust established by the Declaration of Trust (the Trust.)

1.2.     Principal Office of the Trust.  The principal office of the
Trust shall be located in CityplaceBoston,
StateMassachusetts.

                                                     Article 2.
                                                   Shareholders

       2.1        Shareholder Meetings.  Except as provided in the next
 sentence, regular meetings of the
shareholders for the election of Trustees and the transaction of such
other business as may properly come before
the meeting shall be held, so long as Shares are listed for trading on
the New York Stock Exchange, on at least
an annual basis, on such day and at such place as shall be designated
by a majority of the Trustees.  In the
event that such a meeting is not held in any annual period if so required,
whether the omission be by oversight
or otherwise, a subsequent special meeting may be called by a majority
of the Trustees and held in lieu of such
meeting with the same effect as if held within such annual period.  A
Special meeting of the shareholders of the
Trust may be called at any time by a majority of the Trustees, by the
president or, if a majority of the Trustees
and the president shall fail to call any meeting of shareholders for a
period of 30 days after written
application of one or more shareholders who hold at least 10% of all
outstanding shares of the Trust, then such
shareholders may call such meeting.  Each call of a meeting shall state
the place, date, hour and purposes of the
meeting.




2.2        Advance Notice of Shareholder Nominees for Trustees and
Other Shareholder Proposals.

         (a)  As used in this Section 2.2, the term annual meeting
refers to any annual meeting of shareholders
as well as any special meeting held in lieu of an annual meeting as
described in the first two sentences of
Section 2.1 of these Bylaws, and the term special meeting refers to all
meetings of shareholders other than an
annual meeting or a special meeting in lieu of an annual meeting.

         (b)  The matters proposed by shareholders to be considered and
brought before any annual or special
meeting of shareholders shall be limited to only such matters, including
the nomination and election of Trustees,
as shall be brought properly before such meeting in compliance with the
procedures set forth in this Section
2.2.  Only persons who are nominated in accordance with the procedures set
forth in this Section 2.2 shall be
eligible for election as Trustees, and no proposal to fix the number of
 Trustees shall be brought before an
annual or special meeting of shareholders or otherwise considered unless
in accordance with the procedures set
forth in this Section 2.2, except as may be otherwise provided in these
Bylaws with respect to the right of
holders of preferred shares of beneficial interest, if any, of the Trust
to nominate and elect a specified number
of Trustees in certain circumstances.

         (c)  For any matter to be properly before any annual meeting,
 the matter must be (i) specified in the
notice of meeting given by or at the direction of a majority of the
Trustees pursuant to Section 2.4 of these
Bylaws, or (ii) brought before the meeting in the manner specified in this
 Section 2.2(c) by a shareholder of
record entitled to vote at the meeting or by a shareholder (a Beneficial
Owner) that holds Shares entitled to
vote at the meeting through a nominee or street name holder of record and
that can demonstrate to the Trust such
indirect ownership and such Beneficial 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 2.2(c) is delivered to the secretary.

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

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

         Without limiting the foregoing, any shareholder who gives a
Shareholder Notice of any matter proposed to
be brought before a shareholder meeting (whether or not involving nominees
 for Trustees) shall deliver, as part
of such Shareholder Notice:  (i) the description of and text of the
proposal to be presented; (ii) a brief
written statement of the reasons why such shareholder favors the proposal;
(iii) such 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 2.2, Shares beneficially owned shall mean all Shares which such
 person is deemed to beneficially own
pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.

         (d)  For any matter to be properly before any special meeting,
 the matter must be specified in the
notice of meeting given by or at the direction of a majority of the Trustees
 pursuant to Section 2.4 of these
Bylaws.  In the event the Trust calls a special meeting for the purpose of
 electing one or more Trustees, any
shareholder may nominate a person or persons (as the case may be) for
 election to such position(s) as specified in
the 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 2.2(c) hereof, and
such notice is delivered to or mailed and received at the principal
executive office of the Trust not later than
the close of business on the tenth (10th) day following the day on which
the date of the special meeting and of
the nominees proposed by a majority of the Trustees to be elected at such
 meeting are publicly announced or
disclosed.

         (e)  For purposes of this Section 2.2, a matter shall be deemed
to have been publicly announced or
disclosed if such matter is disclosed in a press release reported by the
Dow Jones News Service, Associated Press
or comparable national news service, in a document publicly filed by the
Trust with the Securities and Exchange
Commission, or in a Web site accessible to the public maintained by the
Trust or by its investment adviser or an
affiliate of such investment adviser with respect to the Trust.

         (f)  In no event shall an adjournment or postponement (or a
public announcement thereof) of a meeting of
shareholders commence a new time period (or extend any time period)
for the giving of notice as provided in this
Section 2.2.

         (g)  The person presiding at any meeting of shareholders, in
addition to making any other determinations
that may be appropriate to the conduct of the meeting, shall have the power
 and duty to (i) determine whether a
nomination or proposal of other matters to be brought before a meeting and
 notice thereof have been duly made and
given in the manner provided in this Section 2.2 and elsewhere in these
 Bylaws and the Declaration of Trust and
(ii) if not so made or given, to direct and declare at the meeting that
such nomination and/or such other matters
shall be disregarded and shall not be considered.  Any determination by the
 person presiding shall be binding on
all parties absent manifest error.

         (h)  Notwithstanding anything to the contrary in this Section 2.2
or otherwise in these Bylaws, unless
required by federal law, no matter shall be considered at or brought before
any annual or special meeting unless
such matter has been approved for these purposes by a majority of the
Trustees
 and, in particular, no Beneficial
Owner shall have any rights as a shareholder except as may be required by
federal law.  Furthermore, nothing in
this Section 2.2 shall be construed as creating any implication or
presumption as to the requirements of federal
law.

        2.3       Place of Meetings.  All meetings of the shareholders
shall be held at the principal office of
the Trust, or, to the extent permitted by the Declaration of Trust, at such
other place within the
country-regionplaceUnited States as shall be designated by the Trustees or
 the president of the Trust.

       2.4        Notice of Meetings.  A written notice of each meeting of
 shareholders, stating the place, date
and hour and the purposes of the meeting, shall be given at least seven days
 before the meeting to each
shareholder entitled to vote thereat by leaving such notice with him or at
his residence or usual place of
business or by mailing it, postage prepaid, and addressed to such shareholder
at his address as it appears in the
records of the Trust.  Such notice shall be given by the secretary or an
assistant secretary or by an officer
designated by the Trustees.  No notice of any meeting of shareholders need
be given to a shareholder if a written
waiver of notice, executed before or after the meeting by such shareholder
 or his attorney thereunto duly
authorized, is filed with the records of the meeting.

       2.5        Ballots.  No ballot shall be required for any election
unless requested by a shareholder
present or represented at the meeting and entitled to vote in the election.

       2.6        Proxies.  Shareholders entitled to vote may vote either
in person or by proxy in writing dated
not more than six months before the meeting named therein, which proxies
shall be filed with the secretary or
other person responsible to record the proceedings of the meeting before
being voted.  Unless otherwise
specifically limited by their terms, such proxies shall entitle the holders
 thereof to vote at any adjournment of
such meeting but shall not be valid after the final adjournment of such
 meeting.  The placing of a 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.

                                         Article 3
                                       Trustees

         3.1     Committees and Advisory Board.  The Trustees may appoint
 from their number an executive
committee and other committees.  Except as the Trustees may otherwise
determine, any such committee may make
rules for conduct of its business.  The Trustees may appoint an advisory
board to consist of not less than two
nor more than five members.  The members of the advisory board shall be
compensated in such manner as the
Trustees may determine and shall confer with and advise the Trustees
regarding the investments and other affairs
of the Trust.  Each member of the advisory board shall hold office until
the first meeting of the Trustees
following the next meeting of the shareholders and until his successor is
 elected and qualified, or until he
sooner dies, resigns, is removed, or becomes disqualified, or until the
 advisory board is sooner abolished by the
Trustees.

         In addition, the Trustees may appoint a Dividend Committee of not
 less than three persons, which shall
be comprised of at least one Trustee of the Trust.

         No special compensation shall be payable to members of the
Dividend Committee.  Each member of the
Dividend Committee will hold office until the successors are elected
and qualified or until the member dies,
resigns, is removed, becomes disqualified or until the Committee is
abolished by the Trustees.

         3.2     Regular Meetings.  Regular meetings of the Trustees
may be held without call or notice at such
places and at such times as the Trustees may from time to time determine,
 provided that notice of the first
regular meeting following any such determination shall be given to absent
 Trustees.

         3.3     Special Meetings.  Special meeting of the Trustees may
 be held at any time at any place
designated in the call of the meeting, when called by the board chair,
 the president or the treasurer or by two
or more Trustees, sufficient notice thereof being given to each Trustee by
 the secretary or an assistant
secretary or by the board chair, the officer or one of the Trustees calling
the meeting.

         3.4     Notice.  It shall be sufficient notice to a Trustee to
send notice by mail at least forty-eight
hours or by telegram at least twenty-four hours before the meeting addressed
 to the Trustee at his or her usual
or last known business or residence address or to give notice to him or her
 in person or by telephone at least
twenty-four hours before the meeting.  Notice of a meeting need not be given
 to any Trustee if a written waiver
of  notice, executed by him or her before or after the meeting, is filed
with the records of the meeting, or to
any Trustee who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to
him or her.  Neither notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.

         3.5     Quorum.  At any meeting of the Trustees one-third of the
Trustees then in office shall
constitute a quorum; provided, however, a quorum shall not be less than two.
 Any meeting may be adjourned from
time to time by a majority of the votes cast upon the question, whether or
 not a quorum is present, and the
meeting may be held as adjourned without further notice.





                                   Article 4.
                                  Officers and Agents

4.1      Enumeration; Qualification.  The officers of the Trust shall be
a president, a treasurer and a secretary
who shall be elected by the Trustees.  In addition, there shall be 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 as defined under the Investment Company Act
 of 1940 (the 1940 Act) (the
Independent Trustees), and otherwise in accordance with rule 38a-1 (or any
successor rule) thereunder, as such
rule may be amended from time to time (Rule 38a-1).  The Trustees from time
 to time may in their discretion elect
or appoint  such other officers, if any, as the business of the Trust may
require pursuant to section 4.3 of
these By-Laws.  The Trust may also have such agents, if any, as the Trustees
 from time to time may in their
discretion appoint.  Any officer may be but none need be a Trustee or
 shareholder.  Any two or more offices may
be held by the same person.

4.2      Powers.  Subject to the other provisions of these By-Laws, each
 officer shall have, in addition to the
duties and powers herein and in the Declaration of Trust set forth, such
duties and powers as are commonly
incident to his or her office as if the Trust were organized as a
 Massachusetts business corporation and such
other duties and powers as the Trustees may from time to time designate,
 including without limitation the power
to make purchases and sales of portfolio securities of the Trust pursuant
 to recommendations of the Trusts
investment adviser in accordance with the policies and objectives of the
 Trust set forth in its prospectus and
with such general or specific instructions as the Trustees may from time
to time have issued.  The Independent
Chief Compliance Officer shall perform the duties and have the
responsibilities of the chief compliance officer
of the Trust in accordance with Rule 38a-1, and shall perform such other
 duties and have such other
responsibilities as from time to time may be assigned to him by the Trustees.
The Independent Chief Compliance
Officer shall report directly to the Trustees or a Committee of the Trustees
in carrying out his functions.

4.3      Election.  The president, the treasurer and the secretary shall be
elected annually by the Trustees at
their first meeting following the annual meeting of the shareholders.  The
Independent Chief Compliance Officer
shall be elected pursuant to Section 4.1 of these By-Laws.  Other elected
 officers, if any, may be elected or
appointed by the Trustees at said meeting or at any other time.  Assistant
officers may be appointed by the
elected officers.

4.4      Tenure.  The president, the treasurer, the secretary and the
Independent Chief Compliance Officer shall
hold office until their respective successors are chosen and qualified,
or in each case until he or she sooner
dies, resigns, is removed or becomes disqualified, provided that any removal
of the 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.  Each other officer shall hold
office at the pleasure of the
Trustees.  Each agent shall retain his or her authority at the pleasure of
 the Trustees.

4.5      President and Vice Presidents.  The president shall be the chief
executive officer of the Trust.  The
president shall preside at all meetings of the shareholders at which he or
she is present, except as otherwise
voted by the Trustees.  Any vice president shall have such duties and powers
 as shall be designated from time to
time by the Trustees.

4.6      Treasurer, Controller and Chief Accounting Officer.  The treasurer
shall be the chief financial officer
of the Trust and, subject to any arrangement made by the Trustees with a
bank or trust company or other
organization as custodian or transfer or shareholder services agent, shall
be in charge of its valuable papers
and shall have such duties and powers as shall be designated from time to
 time by the Trustees or by the
president.  Any assistant treasurer shall have such duties and powers as
shall be designated from time to time by
the Trustees.

         The controller  shall be the officer of the Trust primarily
 responsible for ensuring all  expenditures of
the Trust are reasonable and  appropriate.  The controller  shall be
responsible  for oversight and  maintenance of
liquidity  and  leverage  facilities  available  to the Trust and shall
 have such other duties and powers as may be
designated from time to time by the Trustees or the President.

         The chief accounting officer of the Trust shall be in charge of
its books and accounting records.  The
chief accounting officer shall be responsible for preparation of financial
statements of the Trust and shall have
such other duties and powers as may be designated from time to time by the
 Trustees or the President.

4.7      Secretary and Assistant Secretaries.  The secretary shall record
 all proceedings of the shareholders and
the Trustees in books to be kept therefor, which books shall be kept at the
principal office of the Trust.  In
the absence of the secretary from any meeting of shareholders or Trustees,
 an assistant secretary, or if there be
none or he or she is absent, a temporary clerk chosen at the meeting shall
 record the proceedings thereof in the
aforesaid books.

         4.9   Board Chair.  The Trustees shall annually elect one of their
number to serve as their chair.  The
board chair shall hold such position until his or her successor is chosen
 and qualified, or until he or she
sooner dies, resigns, is removed or becomes disqualified.  The board chair
 shall hold such position at the
pleasure of the Trustees.  The board chair shall preside at all meetings of
the Trustees at which he or she is
present and shall perform any other duties and responsibilities prescribed
 from time to time by the Trustees.  In
the absence of the board chair, or in the event that such position is vacant,
 the Trustees present at any meeting
shall designate one of their number to preside at such meeting.  The board
chair shall not be considered an
officer of the Trust.



                             Article 5.
                        Resignations and Removals

         Any Trustee, officer or advisory board member may resign at any
time by delivering his or her
resignation in writing to the president, the treasurer or the secretary or
 to a meeting of the Trustees.  The
Trustees may remove any officer elected by them with or without cause by the
 vote or consent of a majority of the
Trustees then in office provided that any removal of the Independent Chief
Compliance Officer shall also require
the vote or consent of a majority of the Independent Trustees and otherwise
 be in accordance with Rule 38a-1.
Except to the extent expressly provided in a written agreement with the
Trust, no Trustee, officer, or advisory
board member resigning, and no officer or advisory board member removed shall
 have any right to any compensation
for any period following his or her resignation or removal, or any right to
 damages on account of such removal.

                                          Article 6.
                                        Vacancies

         A vacancy in any office may be filled at any time.  Each successor
 shall hold office for the unexpired
term, and in the case of the president, the treasurer and the secretary,
 until his or her successor is chosen and
qualified, or in each case until he or she sooner dies, resigns, is removed
 or becomes disqualified.  A vacancy
in the office of the Independent Chief Compliance Officer shall be filled
in accordance with Section 4.1 of these
By-Laws.

                                    Article 7.
                               Shares of Beneficial Interest

         7.1    Share Certificates.  Except as provided in Section 12.1, in
 lieu of issuing certificates for
shares, the Trustees or the transfer agent shall keep accounts upon the
 books of the Trust for the record holders
of such shares.

         7.2  Discontinuance of Issuance of Certificates. Except as provided
 in Section 12.1, the Trustees have
discontinued the issuance of share certificates and may, by written notice
 to each shareholder, require the
surrender of share certificates of the Trust for cancellation.  Such
surrender and cancellation shall not affect
the ownership of shares in the Trust.

                       Article 8.
                  Record Date and Closing Transfer Books

         The Trustees may fix in advance a time, which shall not be more
than 90 days before the date of any
meeting of shareholders or the date for the payment of any dividend or
making of any other distribution to
shareholders, as the record date for determining the shareholders having
the right to notice and to vote at such
meeting and any adjournment thereof or the right to receive such dividend
or distribution, and in such case only
shareholder of record on such record date shall have such right,
notwithstanding any transfer of shares on the
books of the Trust after the record date; or without fixing such record
 date the Trustees may for any such
purposes close the transfer books for all or any part of such period.

                             Article 9.
                                     Seal

         The seal of the Trust shall, subject to alteration by the Trustees,
 consist of a flat-faced circular die
with the word Massachusetts together with the name of the Trust and the year
 of its organization, cut or engraved
thereon; but, unless otherwise required by the Trustees, the seal shall not
 be necessary to be placed on, and its
absence shall not impair the validity of, any document, instrument or other
 paper executed and delivered by or on
behalf of the Trust.

                                                     Article 10.
                                                Execution of Papers

         Except as the Trustees may generally or in particular cases
authorize the execution thereof in some
other manner, all deeds, leases, transfers, contracts, bonds, notes, checks,
 drafts and other obligations made,
accepted or endorsed by the Trust shall be signed, and all transfers of
 securities standing in the name of the
Trust shall be executed, by the president or by one of the vice presidents
or by the treasurer or by whomsoever
else shall be designated for that purpose by the vote of the Trustees and
 need not bear the seal of the Trust.



                                                    Article 11.
                                                    Fiscal Year

         Except as from time to time otherwise provided by the Trustees,
 the fiscal year of the Trust shall end
on November 30.

                                                     Article 12.
                                            Shares of Beneficial Interest

         The Trust has an unlimited number of common shares, without par
value, which may be issued from time to
time by the Trustees of the Trust.  The Trust also has a class of 3,600
preferred shares, without par value,
which may be issued by the Trustees from time to time in one or more series
 and with such designations,
preferences and other rights, qualifications, limitations and restrictions
as are determined by the Board of
Trustees or a duly authorized committee thereof and set forth in this
Article 12.

12.1 Statement Creating One Series of Municipal Auction Rate Cumulative
 Preferred Shares.

         There is one series of Municipal Auction Rate Cumulative
Preferred Shares.


                                                      PART I
                                                    DESIGNATION

         SERIES F:  A series of 3,600 preferred shares, without par value,
liquidation preference $25,000 per
share plus accumulated but unpaid dividends, if any, thereon (whether or not
 earned or declared), is hereby
designated Municipal Auction Rate Cumulative Preferred Shares, SeriesF and
is referred to below as Series F
Municipal Preferred.  Each share of SeriesF Municipal Preferred shall be
issued on
datelstransMonth7Day20Year1999July 20, 1999; have an Applicable Rate for its
 Initial Rate Period equal to 3.30%
per annum; have an initial Dividend Payment Date of Monday,
datelstransMonth7Day26Year1999July 26, 1999; and have
such other preferences, limitations and relative voting and other rights,
in addition to those required by
applicable law or set forth in the Trusts Declaration of Trust, as are set
 forth in PartI and PartII of this
Section12.1.  Series F Municipal Preferred shall constitute a separate
series of Municipal Preferred of the
Trust.  The Board of Trustees of the Trust may, in their discretion,
increase the number of shares of Municipal
Preferred authorized under these By-laws to authorize the issuance of
another series of Municipal Preferred so
long as such issuance is permitted by paragraph 5 of this PartI of this
 Section12.1.

1.       Definitions.  Unless the context or use indicates another or
different meaning or intent, in Part I and
Part II of this Section12.1 the following terms have the following meanings,
whether used in the singular or
plural:

         AA Composite Commercial Paper Rate, on any date for any Rate Period
of shares of a series of Municipal
Preferred, shall mean (i) (A) in the case of any Minimum Rate Period or any
 Special Rate Period of fewer than 49
Rate Period Days, the interest equivalent of the 30-day rate; provided,
however, that if such Rate Period is a
Minimum Rate Period and the AA Composite Commercial Paper Rate is being
used to determine the Applicable Rate for
shares of such series when all of the Outstanding shares of such series are
 subject to Submitted Hold Orders,
then the interest equivalent of the seven-day rate, and (B) in the case of
 any Special Rate Period of (1) 49 or
more but fewer than 70 Rate Period Days, the interest equivalent of the
 60-day rate; (2) 70 or more but fewer
than 85 Rate Period Days, the arithmetic average of the interest equivalent
 of the 60-day and 90-day rates; (3)
85 or more but fewer than 99 Rate Period Days, the interest equivalent of
 the 90-day rate; (4) 99 or more but
fewer than 120 Rate Period Days, the arithmetic average of the interest
 equivalent of the 90-day and 120-day
rates; (5) 120 or more but fewer than 141 Rate Period Days, the interest
equivalent of the 120-day rate; (6) 141
or more but fewer than 162 Rate Period Days, the arithmetic average of the
 120-day and 180-day rates; and (7) 162
or more but fewer than 183 Rate Period Days, the interest equivalent of the
 180-day rate, in each case on
commercial paper placed on behalf of issuers whose corporate bonds are rate
 AA by S&P or the equivalent of such
rating by S&P or another rating agency, as made available on a discount
 basis or otherwise by the Federal Reserve
Bank of New York for the Business Day next preceding such date; or (ii) in
the event that the Federal Reserve
Bank of New York does not make available any such rate, then the arithmetic
average of such rates, as quoted on a
discount basis or otherwise, by the Commercial Paper Dealers to the Auction
Agent for the close of business on
the Business Day next preceding such date.  If any Commercial Paper Dealer
 does not quote a rate required to
determine the AA Composite Commercial Paper Rate, the AA Composite Commercial
 Paper Rate shall be determined on
the basis of the quotation or quotations furnished by the remaining
Commercial Paper Dealer or Commercial Paper
Dealers and any Substitute Commercial Paper Dealer or Substitute Commercial
Paper Dealers selected by the Trust
to provide such rate or rates not being supplied by any Commercial Paper
Dealer or Commercial Paper Dealers, as
the case may be, or, if the Trust does not select any such Substitute
Commercial Paper Dealer or Substitute
Commercial Paper Dealers, by the remaining Commercial Paper Dealer or
Commercial Paper Dealers.  For purposes of
this definition, the interest equivalent of a rate stated on a discount
 basis (a discount rate) for commercial
paper of a given days maturity shall be equal to the quotient (rounded
upwards to the next higher one-thousandth
(.001) of 1% of (A) the discount rate divided by (B) the difference between
(x) 1.00 and (y) a fraction the
numerator of which shall be the product of the discount rate times the number
of days in which such commercial
paper matures and the denominator of which shall be 360.

         Accountants Confirmation shall have the meaning specified in
paragraph 7(c) of this Part I of
Section12.1.

         Affiliate shall mean, for purposes of the definition of Outstanding,
any Person known to the Auction
Agent to be controlled by, in control of or under common control with the
Trust; provided, however, that no
Broker-Dealer controlled by, in control of or under common control with the
Trust shall be deemed to be an
Affiliate nor shall any corporation or any Person controlled by, in control
 of or under common control with such
corporation, one of the trustees, directors or executive officers of which
is a trustee of the Trust be deemed to
be an Affiliate solely because such trustee, director or executive officer
is also a trustee of the Trust.

         Agent Member shall mean a member of or participant in the
Securities Depository that will act on behalf
of a Bidder.

         Anticipation Notes shall mean Tax Anticipation Notes (TANs),
 Revenue Anticipation Notes (RANs), Tax and
Revenue Anticipation Notes (TRANs), Grant Anticipation Notes (GANs)
 that are rated by S&P and Bond Anticipation
Notes (BANs).

         Applicable Rate shall have the meaning specified in paragraph
2(e)(i) of this Part I of this
Section12.1.

         Auction shall mean each periodic implementation of the Auction
Procedures.

         Auction Agency Agreement shall mean the agreement between the
 Trust and the Auction Agent which
provides, among other things, that the Auction Agent will follow the
Auction Procedures for purposes of
determining the Applicable Rate for shares of a series of Municipal
Preferred so long as the Applicable Rate for
shares of such series is to be based on the results of an Auction.

         Auction Agent shall mean the entity appointed as such by a
 resolution of the Board of Trustees in
accordance with paragraph 6 of Part II of this Section12.1.

         Auction Date, with respect to any Rate Period, shall mean the
 Business Day next preceding the first day
of such Rate Period.

         Auction Procedures shall mean the procedures for conducting
 Auctions set forth in Part II of this
Section12.1.

         Available Municipal Preferred shall have the meaning specified
 in paragraph 3(a) of PartII of this
Section12.1.

         Benchmark Rate shall have the meaning specified in paragraph 3(c)
 of PartII of this Section12.1.

         Beneficial Owner with respect to shares of a series of Municipal
 Preferred, means a customer of a
Broker-Dealer who is listed on the records of that Broker-Dealer (or, if
applicable, the Auction Agent) as a
holder of shares of such series.

         Bid and Bids shall have the respective meanings specified in
paragraph 1(a) of PartII of this
Section12.1.

         Bidder and Bidders shall have the respective meanings specified
in paragraph 1(a) of Part II of this
Section12.1; provided, however, that neither the Trust nor any affiliate
thereof shall be permitted to be a
Bidder in an Auction, except that any Broker-Dealer that is an affiliate
 of the Trust may be a Bidder in an
Auction, but only if the Orders placed by such Broker-Dealer are not for
its own account.

         Board of Trustees shall mean the Board of Trustees of the Trust
or any duly authorized committee thereof.

         Broker-Dealer shall mean any broker-dealer, commercial bank or other
 entity permitted by law to perform
the functions required of a Broker-Dealer in Part II of this Section12.1,
 that is a member of, or a participant
in, the Securities Depository or is an affiliate of such member or
participant, has been selected by the Trust
and has entered into a Broker-Dealer Agreement that remains effective.

         Broker-Dealer Agreement shall mean an agreement among the Trust,
the Auction Agent and a Broker-Dealer
pursuant to which such Broker-Dealer agrees to follow the procedures
 specified in Part II of this Section12.1.

         Business Day shall mean a day on which the New York Stock Exchange
 is open for trading, and which is
neither a Saturday, Sunday nor any other day on which banks in The City of
 New York, New York are authorized by
law to close.

         By-laws means these Amended and Restated By-laws of the Trust.

         Code means the Internal Revenue Code of 1986, as amended from time
 to time.

         Commercial Paper Dealers means Lehman Commercial Paper Incorporated,
Goldman, Sachs & Co. and Merrill
Lynch, Pierce, Fenner & Smith and such other commercial paper dealer or
 dealers as the Trust may from time to
time appoint, or, in lieu of any thereof, their respective affiliates or
successors.

         Common Shares means the common shares of beneficial interest,
without par value, of the Trust.

         Cure Date shall have the meaning specified in of paragraph 11(b)
of this Part I of this Section12.1.

         Date of Original Issue with respect to shares of a series of
Municipal Preferred, shall mean the date on
which the Trust originally issued such shares.

         Declaration shall mean the Agreement and Declaration of Trust dated
datelstransMonth1Day22Year1987January 22, 1987 of the Trust, as amended by
 Amendment No. 1 dated
datelstransMonth8Day4Year1989August 4, 1989 to the Agreement and Declaration
 of Trust of the Trust, both on file
with the Secretary of State of The Commonwealth of Massachusetts and as
 hereafter restated or amended from time
to time.

         Deposit Securities shall mean cash and Municipal Obligations rated
 at least A-1+ or SP-1+ by S&P, except
that, for purposes of subparagraph (a)(v) of paragraph 11 of Part I of this
Section12.1, such Municipal
Obligations shall be considered Deposit Securities only if they are also
rated P-1, stocktickerMIG-1 or VMIG-1 by
Moodys.

         Discounted Value, as of any Valuation Date, shall mean, (i) with
respect to an S&P Eligible Asset, the
quotient of the Market Value thereof divided by the applicable S&P Discount
 Factor and (ii) (a) with respect to a
Moodys Eligible Asset that is not currently callable as of such Valuation
Date at the option of the issuer
thereof, the quotient of the Market Value thereof divided by the applicable
Moodys Discount Factor, or (b) with
respect to a Moodys Eligible Asset that is currently callable as of such
 Valuation Date at the option of the
issuer thereof, the quotient of (1) the lesser of the Market Value or call
price thereof, including any call
premium, divided by (2) the applicable Moodys Discount Factor.

         Dividend Payment Date, with respect to shares of a series of
 Municipal Preferred, shall mean any date on
which dividends are payable on shares of such series pursuant to the
 provisions of paragraph 2(d) of Part I of
this Section12.1.

         Dividend Period, with respect to shares of a series of Municipal
Preferred, shall mean the period from
and including the Date of Original Issue of shares of such series to but
 excluding the initial Dividend Payment
Date for shares of such series and any period thereafter from and including
one Dividend Payment Date for shares
of such series to but excluding the next succeeding Dividend Payment Date
 for shares of such series.

         Escrowed Bonds means Municipal Obligations that (i) have been
determined to be legally defeased in
accordance with S&Ps legal defeasance criteria, (ii) have been determined
 to be economically defeased in
accordance with S&Ps economic defeasance criteria and assigned a rating
of stocktickerAAA by S&P, (iii) are not
rated by S&P but have been determined to be legally defeased by Moodys,
 or (iv) have been determined to be
economically defeased by Moodys and assigned a rating no lower than the
rating that is Moodys equivalent of S&Ps
stocktickerAAA rating.

         Existing Holder, with respect to shares of a series of Municipal
Preferred, shall mean a Broker-Dealer
(or any such other Person as may be permitted by the Trust) that is listed
on the records of the Auction Agent as
a holder of shares of such series.



         Failure to Deposit, with respect to shares of a series of
 Municipal Preferred, shall mean a failure by
the Trust to pay to the Auction Agent, not later than 12:00 noon, New York
City time, (A) on the Business Day
next preceding any Dividend Payment Date for shares of such series, in funds
available on such Dividend Payment
Date in The City of New York, New York, the full amount of any dividend
 (whether or not earned or declared) to be
paid on such Dividend Payment Date on any share of such series or (B) on
 the Business Day next preceding any
redemption date in funds available on such redemption date for shares of
such series in The City of New York, New
York, the Redemption Price to be paid on such redemption date for any shares
of such series after notice of
redemption is mailed pursuant to paragraph 11(c) of Part I of this Section
12.1; provided, however, that the
foregoing clause (B) shall not apply to the Trusts failure to pay the
Redemption Price in respect of shares of
Municipal Preferred when the related Notice of Redemption provides that
 redemption of such shares is subject to
one or more conditions precedent and any such condition precedent shall
 not have been satisfied at the time or
times and in the manner specified in such Notice of Redemption.

         Federal Tax Rate Increase shall have the meaning specified in the
 definition of Moodys Volatility Factor.

         Gross-up Payment in respect of any dividend means payment to a
 Holder of shares of a series of Municipal
Preferred of an amount which, giving effect to the Taxable Allocations made
 with respect to such dividend, would
cause such Holders after-tax returns (taking into account both the Taxable
 Allocations and the Gross-up Payment)
to be equal to the after-tax return the Holder would have received if no
 such Taxable Allocations had occurred.
Such Gross-up Payment shall be calculated:  (i) without consideration being
 given to the time value of money;
(ii) assuming that no Holder of shares of Municipal Preferred is subject to
 the Federal alternative minimum tax
with respect to dividends received from the Trust; and (iii) assuming that
 each Holder of shares of Municipal
Preferred is taxable at the maximum marginal regular Federal individual
income tax rate applicable to ordinary
income or net capital gain, as applicable, or the maximum marginal regular
Federal corporate income tax rate
applicable to ordinary income or net capital gain, as applicable, whichever
 is greater, in effect at the time
such Gross-up Payment is made.

         Holder, with respect to shares of a series of Municipal Preferred,
 shall mean the Registered Holder of
such shares as the same appears on the record books of the Trust.

         Hold Order and Hold Orders shall have the respective meanings
specified in paragraph1(a) of Part II of
this Section12.1.

         Independent Accountant shall mean a nationally recognized accountant,
 or firm of accountants, that is,
with respect to the Trust, an independent public accountant or firm of
 independent public accountants under the
Securities Act of 1933, as amended from time to time.

         Initial Margin means the amount of cash or securities deposited with
 a broker as a margin payment at the
time of purchase or sale of a futures contract.

         Initial Rate Period, with respect to shares of a series of
Municipal Preferred, shall mean the period
from and including the Date of Original Issue for such series to but
excluding the initial Dividend Payment Date
for such series.

         Interest Equivalent shall mean a yield on a 360-day basis of a
 discount basis security which is equal to
the yield on an equivalent interest-bearing security.

         Inverse Floater shall mean trust certificates or other instruments
 evidencing interests in one or more
municipal securities that qualify as S&P Eligible Assets (and satisfy the
issuer and size requirements of the
definition of S&P Eligible Assets) the interest rates on which are adjusted
at short-term intervals on a basis
that is inverse to the simultaneous readjustment of the interest rates on
corresponding floating rate trust
certificates or other instruments issued by the same issuer, provided that
 the ratio of the aggregate dollar
amount of floating rate instruments to inverse floating rate instruments
 issued by the same issuer does not
exceed one to one at their time or original issuance unless the floating
 rate instrument has only one reset
remaining until maturity.

         Kenny Index shall have the meaning set forth under the definition
of Taxable Equivalent of the
Short-Term Municipal Bond Rate.

         Late Charge shall have the meaning specified in paragraph 2(e)(i)(B)
 of Part I of this Section12.1.

         Liquidation Preference, with respect to a given number of shares of
 Municipal Preferred, means $25,000
times that number.

         Market Value of any asset of the Trust means the market value
thereof determined by the pricing service
designated from time to time by the Board of Trustees.  Market Value of any
asset shall include any interest
accrued thereon.  The pricing service will use current industry standards to
 value portfolio securities.  The
pricing service may employ electronic data processing techniques or a matrix
 system, or both, to determine
valuations.  Securities for which quotations are not readily available shall
 be valued at fair value as
determined by the pricing service using methods which include consideration
 of:  yields or prices of municipal
bonds of comparable quality, type of issue, coupon, maturity and rating;
indications as to value from dealers;
and general market conditions.  In the event the pricing service is unable
 to value a security, the security
shall be valued at the lower of two dealer bids obtained by the Trust from
 dealers who are nationally recognized
members of the National Association of Securities Dealers, Inc. who are
independent of the investment advisor to
the Trust and make a market in the security, at least one of which shall be
in writing.  Futures contracts and
options are valued at closing prices for such instruments established by the
 exchange or board of trade on which
they are traded, or if market quotations are not readily available, are valued
at fair value on a consistent
basis using methods determined in good faith by the Trustees.

         Maximum Potential Gross-up Payment Liability, as of any Valuation
Date, shall mean the aggregate amount
of Gross-up Payments that would be due if the Trust were to make Taxable
Allocations, with respect to any taxable
year, estimated based upon dividends paid and the amount of undistributed
realized net capital gains and other
taxable income earned by the Trust, as of the end of the calendar month
 immediately preceding such Valuation
Date, and assuming such Gross-up Payments are fully taxable.

         Maximum Rate, for shares of a series of Municipal Preferred on any
Auction Date for shares of such
series, shall mean:

                  (i)  in the case of any Auction Date which is not the
 Auction Date immediately prior to the
         first day of any proposed Special Rate Period designated by the
Trust pursuant to paragraph 4 of Part I
         of this Section12.1, the product of (A) the Reference Rate on such
 Auction Date for the next Rate
         Period of shares of such series and (B) the Rate Multiple on such
 Auction Date, unless shares of such
         series have or had a Special Rate Period (other than a Special Rate
 Period of 28 Rate Period Days or
         fewer) and an Auction at which Sufficient Clearing Bids existed has
 not yet occurred for a Minimum Rate
         Period of shares of such series after such Special Rate Period, in
which case the higher of:

                           (A)  the dividend rate on shares of such series
for the then-ending Rate Period; and

                           (B)  the product of (1) the higher of (x) the
Reference Rate on such Auction Date for
                  a Rate Period equal in length to the then-ending Rate
Period of shares of such series, if such
                  then-ending Rate Period was 364 Rate Period Days or fewer,
 or the Treasury Note Rate on such
                  Auction Date for a Rate Period equal in length to the
 then-ending Rate Period of shares of such
                  series, if such then-ending Rate Period was more than
364 Rate Period Days, and (y) the
                  Reference Rate on such Auction Date for a Rate Period equal
in length to such Special Rate
                  Period of shares of such series, if such Special Rate
Period was 364 Rate Period Days or fewer,
                  or the Treasury Note Rate on such Auction Date for a Rate
Period equal in length to such
                  Special Rate Period, if such Special Rate Period was more
than 364 Rate Period Days and (2) the
                  Rate Multiple on such Auction Date; or

                  (ii)  in the case of any Auction Date which is the Auction
Date immediately prior to the first
         day of any proposed Special Rate Period designated by the Trust
pursuant to paragraph 4 of Part I of
         this Section12.1, the product of (A) the highest of (1) the
Reference Rate on such Auction Date for a
         Rate Period equal in length to the then-ending Rate Period of shares
of such series, if such then-ending
         Rate Period was 364 Rate Period Dates or fewer, or the Treasury
Note Rate on such Auction Date for a
         Rate Period equal in length to the then-ending Rate Period of
shares of such series, if such then-ending
         Rate Period was more than 364 Rate Period Days, (2) the Reference
Rate on such Auction Date for the
         Special Rate Period for which the Auction is being held if such
Special Rate Period is 364 Rate Period
         Days or fewer or the Treasury Note Rate on such Auction Date for
the Special Rate Period for which the
         Auction is being held if such Special Rate Period is more than 364
Rate Period Days, and (3) the
         Reference Rate on such Auction Date for Minimum Rate Periods and
(B) the Rate Multiple on such Auction
         Date.

         Minimum Rate Period shall mean any Rate Period consisting of 7 Rate
 Period Days.

         Moodys shall mean Moodys Investors Service, Inc., a
StateplaceDelaware corporation, and its successors.

         Moodys Discount Factor shall mean, for purposes of determining
the Discounted Value of any Moodys
Eligible Asset, the percentage determined by reference to the rating on
such asset and the shortest Exposure
Period set forth opposite such rating that is the same length as or is
longer than the Moodys Exposure Period, in
accordance with the table set forth below:

                       Rating Category

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


Exposure Period         Aaa*     Aa*      A*       Baa*      Other**
 (V)stocktickerMSP-1+****    Unrated*****
- ----------------------- -------- -------- -------- --------- ----------
- -------------- ------------ ----------------
- ----------------------- -------- -------- -------- --------- ----------
- -------------- ------------ ----------------

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

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

- ----------------------- -------- -------- -------- --------- ----------
 -------------- ------------ ----------------
 *        Moodys rating.
**       Municipal Obligations not rated by Moodys but rated BBB by S&P.
*** Municipal Obligations rated stocktickerMIG-1 or VMIG-1, which do not
 mature or have a demand
        feature at par exercisable in 30 days and which do not have a
long-term rating.
****  Municipal Obligations not rated by Moodys but rated SP-1+ by S&P,
which do not mature or have a
      demand feature at par exercisable in 30 days and which do not have
a long-term rating.
*****    Municipal Obligations rated less than Baa3 by Moodys or less than
BBB by S&P or not rated by
        Moodys or S&P.

         Notwithstanding the foregoing, (i) the Moodys Discount Factor for
 short-term Municipal Obligations will
be 115%, so long as such Municipal Obligations are rated at least
stocktickerMIG-1, VMIG-1 or P-1 by Moodys and
mature or have a demand feature at par exercisable in 30 days or less or
 125% so long as such Municipal
Obligations are rated at least A-1+/AA or SP-1+/AA by S&P and mature or have
a demand feature at par exercisable
in 30 days or less and (ii) no Moodys Discount Factor will be applied to
cash or to Receivables for Municipal
Obligations Sold or futures, options and similar instruments (to the extent
 such securities are Moodys Eligible
Assets); provided, however, that for purposes of determining the Moodys
Discount Factor applicable to a Municipal
Obligation, any Municipal Obligation (excluding any short-term Municipal
 Obligation) not rated by Moodys but
rated by S&P shall be deemed to have a Moodys rating which is one full rating
 category lower than its S&P rating.

         Moodys Eligible Asset shall mean cash, Receivables for Municipal
Obligations Sold, futures, options and
similar instruments (other than Inverse Floaters and index warrants) or a
 Municipal Obligation that (i) pays
interest in cash, (ii) does not have its Moodys rating, if applicable,
suspended by Moodys, (iii) is part of an
issue of Municipal Obligations of at least $10,000,000, and (iv) is not
subject to a covered call or a covered
put option written by the Trust.  Municipal Obligations issued by any one
issuer and not rated by Moodys or rated
lower than Baa3 by Moodys and not rated by S&P or rated lower than BBB by
S&P (Unrated Moodys Municipal
Obligations) may comprise no more than 4% of total Moodys Eligible Assets;
such Unrated Moodys Municipal
Obligations, if any, together with any Municipal Obligations issued by the
same issuer and rated BBB by S&P may
comprise no more than 4% of total Moodys Eligible Assets; such BBB-rated
 Municipal Obligations and Unrated Moodys
Municipal Obligations, if any, together with any Municipal Obligations
 issued by the same issuer and rated Baa by
Moodys or A by S&P may comprise no more than 6% of total Moodys Eligible
 Assets; such BBB, Baa and A-rated
Municipal Obligations and Unrated Moodys Municipal Obligations, if any,
together with any Municipal Obligations
issued by the same issuer and rated A by Moodys or AA by S&P, may comprise
no more than 10% of total Moodys
Eligible Assets; and such BBB, Baa, A and AA-rated Municipal Obligations
 and Unrated Moodys Municipal
Obligations, if any, together with any Municipal Obligations issued by the
same issuer and rated Aa by Moodys or
stocktickerAAA by S&P, may comprise no more than 20% of total Moodys
Eligible Assets.  For purposes of the
foregoing sentence, any Municipal Obligation backed by the guaranty, letter
 of credit or insurance issued by a
third party shall be deemed to be issued by such third party if the issuance
of such third-party credit is the
sole determinant of the rating on such Municipal Obligations.  Municipal
Obligations issued by issuers located
within a single state or territory and not rated by Moodys or rated lower
 than Baa3 by Moodys and not rated by
S&P or rated lower than BBB by S&P may comprise no more than 12% of total
 Moodys Eligible Assets; such Unrated
Moodys Municipal Obligations, if any, together with any Municipal Obligations
 issued by issuers located within
the same state or territory and rated BBB by S&P may comprise no more than 12%
 of total Moodys Eligible Assets;
such BBB-rated Municipal Obligations and Unrated Moodys Municipal Obligations,
 if any, together with any
Municipal Obligations issued by issuers located within the same state or
territory and rated Baa by Moodys or A
by S&P, may comprise no more than 20% of total Moodys Eligible Assets; such
BBB, Baa and A-rated Municipal
Obligations and Unrated Moodys Municipal Obligations, if any, together with
any Municipal Obligations issued by
issuers located within the same state or territory and rated A by Moodys or
AA by S&P, may comprise no more than
40% of total Moodys Eligible Assets; and such BBB, Baa, A and AA-rated
Municipal Obligations and Unrated Moodys
Municipal Obligations, if any, together with any Municipal Obligations issued
by issuers located within the same
state or territory and rated Aa by Moodys or stocktickerAAA by S&P, may
comprise no more than 60% of total Moodys
Eligible Assets.  Municipal Obligations which are not rated by Moodys or
S&P may comprise no more than 40% of the
aggregate Market Value of Moodys Eligible Assets; provided, however, that
if the Market Value of such Municipal
Obligations exceeds 40% of the aggregate Market Value of Moodys Eligible
 Assets, a portion of such Municipal
Obligations (selected by the Trust) shall not be considered Moodys Eligible
Assets, so that the Market Value of
such Municipal Obligations (excluding such portion) does not exceed 40%
of the aggregate Market Value of Moodys
Eligible Assets; provided, however, that no such unrated Municipal Obligation
shall be considered a Moodys
Eligible Asset if such Municipal Obligation shall be in default, which term
shall mean for purposes of this
definition, either (a) the nonpayment by the issuer of interest or principal
 when due or (b) the notification of
the Trust by the trustee under the underlying indenture or other governing
instrument for such Municipal
Obligation that the issuer will fail to pay when due principal or interest
on such Municipal Obligation.  For
purposes of applying the foregoing requirements, a Municipal Obligation
shall be deemed to be rated BBB by S&P if
rated BBB-, BBB or BBB+ by S&P, Moodys Eligible Assets shall be calculated
without including cash, and Municipal
Obligations rated stocktickerMIG-1, VMIG-1 or P-1 or, if not rated by Moodys,
rated A-1+/Aa or SP-1+/AA by S&P,
shall be considered to have a long-term rating of A.  When the Trust sells a
 Municipal Obligation and agrees to
repurchase such Municipal Obligation at a future day, such Municipal
 Obligation shall be valued at its Discounted
Value for purposes of determining Moodys Eligible Assets, and the amount
of the repurchase price of such
Municipal Obligation shall be included as a liability for purposes of
 calculating the Municipal Preferred Basic
Maintenance Amount.  When the Trust purchases a Moodys Eligible Asset and
 agrees to sell it at a future date,
such Eligible Asset shall be valued at the amount of cash to be received by
 the Trust upon such future date,
provided that the counterparty to the transaction has a long-term debt rating
 of at least A2 and a short-term
debt rating of at least P1 from Moodys and the transaction has a term of no
 more than 30 days; otherwise such
Eligible Asset shall be valued at the Discounted Value of such Eligible Asset.
  For purposes of determining the
aggregate Discounted Value of Moodys Eligible Assets, such aggregate amount
shall be reduced with respect to any
futures contracts as set forth in paragraph 10(a) of this Part I.

         Notwithstanding the foregoing, an asset will not be considered a
Moodys Eligible Asset to the extent it
is (i) subject to any material lien, mortgage, pledge, security interest or
 security agreement of any kind
(collectively, Liens), except for (a) Liens which are being contested in good
faith by appropriate proceedings
and which Moodys has indicated to the Trust will not affect the status of
such asset as a Moodys Eligible Asset,
(b) Liens for taxes that are not then due and payable or that can be paid
thereafter without penalty, (c) Liens
to secure payment for services rendered or cash advanced to the Trust by
Massachusetts Financial Services
Company, Inc., The Chase Manhattan Bank or the Auction Agent and (d) Liens
 by virtue of any repurchase agreement
or futures contract; or (ii) deposited irrevocably for the payment of any
liabilities for purposes of determine
the Municipal Preferred Basic Maintenance Amount.

         Moodys Exposure Period shall mean the period commencing on a given
Valuation Date and ending 49 days
thereafter.

         Moodys Volatility Factor shall mean, as of any Valuation Date, (i)
 in the case of any Minimum Rate
Period, any Special Rate period of 28 Rate Period Days or fewer, or any
Special Rate Period of 57 Rate Period
Days or more, a multiplicative factor equal to 275%, except as otherwise
 provided in the last sentence of this
definition; (ii) in the case of any Special Rate Period of more than 28
but fewer than 36 Rate Period Days, a
multiplicative factor equal to 203%; (iii) in the case of any Special Rate
Period of more than 35 but fewer than
43 Rate Period Days, a multiplicative factor equal to 217%; (iv) in the
case of any Special Rate Period of more
than 42 but fewer than 50 Rate Period Days, a multiplicative factor equal
to 226%; and (v) in the case of any
Special Rate Period of more than 49 but fewer than 57 Rate Period Days, a
 multiplicative factor equal to 235%.
If, as a result of the enactment of changes to the Code, the greater of the
maximum marginal Federal individual
income tax rate applicable to ordinary income and the maximum marginal Federal
corporate income tax rate
applicable to ordinary income will increase, such increase being rounded up
 to the next five percentage points
(the Federal Tax Rate Increase), until the effective date of such increase,
the Moodys Volatility Factor in the
case of any Rate Period described in (i) above in this definition instead
shall be determined by reference to the
following table:

       -------------------------- --------------------------
                              Federal                  Volatility
                          Tax Rate Increase               Factor

                                 5%                        295%
                               10%                       317%
                                 15%                       341%
                                   20%                       369%
                               25%                       400%
                              30%                       436%
                                 35%                       477%
                                 40%                       525%


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

         Municipal Obligations shall mean Municipal Obligations as defined
in the Trusts registration statement
on Form N-2 as filed with the Securities and Exchange Commission on July16,
 1999 (the Registration Statement).

         Municipal Preferred shall mean Municipal Auction Rate Cumulative
Preferred Shares, without par value,
liquidation preference $25,000 per share, of the Trust.

         Municipal Preferred Basic Maintenance Amount, as of any Valuation
Date, shall mean the dollar amount
equal to the sum of (i) (A) the product of the number of shares of Municipal
Preferred outstanding on such date
multiplied by $25,000 (plus the product of the number of shares of any other
 series of Preferred Shares
outstanding on such date multiplied by the liquidation preference of such
 shares),  plus any redemption premium
applicable to shares of Municipal Preferred (or other Preferred Shares) then
 subject to redemption; (B) the
aggregate amount of dividends that will have accumulated at the respective
 Applicable Rates (whether or not
earned or declared) to (but not including) the first respective Dividend
Payment Dates for shares of Municipal
Preferred outstanding that follow such Valuation Date (plus the aggregate
amount of dividends, whether or not
earned or declared, that will have accumulated in respect of other
outstanding Preferred Shares to, but not
including, the first respective dividend payment dates for such other
shares that follow such Valuation Date);
(C)the aggregate amount of dividends that would accumulate on shares
 of each series of Municipal Preferred
outstanding from such first respective Dividend Payment Date therefor
through the 49th day after such Valuation
Date, at the Maximum Rate (calculated as if such Valuation Date were the
Auction Date for the Rate Period
commencing on such Dividend Payment Date) for a Minimum Rate Period of
 shares of such series to commence on such
Dividend Payment Date, assuming, solely for purposes of the foregoing,
that if on such Valuation Date the Trust
shall have delivered a Notice of Special Rate Period to the Auction Agent
 pursuant to paragraph 4(d)(i) of this
Part I with respect to shares of such series, such Maximum Rate shall be
 the higher of (a) the Maximum Rate for
the Special Rate Period of shares of such series to commence on such
 Dividend Payment Date and (b) the Maximum
Rate for a Minimum Rate Period of shares of such series to commence on
such Dividend Payment Date, multiplied by
the Volatility Factor applicable to a Minimum Rate Period, or, in the event
 the Trust shall have delivered a
Notice of Special Rate Period to the Auction Agent pursuant to paragraph
4(d)(i) of this Part I with respect to
shares of such series designating a Special Rate Period consisting of 49
Rate Period Days or more, the Volatility
Factor applicable to a Special Rate Period of that length (plus the aggregate
amount of dividends that would
accumulate at the maximum dividend rate or rates on any other Preferred
 Shares outstanding from such respective
dividend payment dates through 49th day after such Valuation Date, as
 established by or pursuant to the
respective statements establishing and fixing the rights and preferences
of such other Preferred Shares) (except
that (1) if such Valuation Date occurs at a time when a Failure to Deposit
(or, in the case of Preferred Shares
other than Municipal Preferred, a failure similar to a Failure to Deposit)
 has occurred that has not been cured,
the dividend for purposes of calculation would accumulate at the current
 dividend rate then applicable to the
shares in respect of which such failure has occurred and (2) for those
days during the period described in this
subparagraph (C) in respect of which the Applicable Rate in effect
immediately prior to such Dividend Payment
Date will remain in effect (or, in the case of the Preferred Shares other
than Municipal Preferred, in respect of
which the dividend rate or rates in effect immediately prior to such
respective dividend payment dates will
remain in effect), the dividend for purposes of calculation would accumulate
 at such Applicable Rate (or other
rate or rates, as the case may be) in respect of those days); (D) the
 amount of anticipated expenses of the Trust
for the 90 days subsequent to such Valuation Date; (E) the amount of the
Trusts Maximum Potential Gross-up
Payment Liability in respect of shares of Municipal Preferred (and similar
amounts payable in respect of other
Preferred Shares pursuant to provisions similar to those contained in
paragraph 3 of Part I of this Section12.1)
as of such Valuation Date; and (F) any current liabilities as of such
Valuation Date to the extent not reflected
in any of (i) (A) through (i)(E) (including, without limitation, any
payables for Municipal Obligations purchased
as of such Valuation Date and any liabilities incurred for the purpose
of clearing securities transactions) less
(ii) the value (i.e., for purposes of current Moodys guidelines, the
face value of cash, short-term Municipal
Obligations rated stocktickerMIG-1, VMIG-1 or P-1, and short-term securities
 that are the direct obligation of
the U.S. government, provided in each case that such securities mature on
or prior to the date upon which any of
(i) (A) through (i)(F) become payable, otherwise the Moodys Discounted Value
or for purposes of current S&P
guides, the face value of cash, short-term municipal securities rated A-1+
 or SP-1+ and mature or have a demand
feature exercisable in 30 days or less, and short-term securities that are
 the direct obligation of the U.S.
government, provided in each case that such securities mature on or prior
to the date upon which any of (i)(A)
through (i)(F) become payable, otherwise S&Ps Discounted Value) of any of
the Trusts assets irrevocably deposited
by the Trust for the payment of any of (i) (A) through (i)(F).

         Municipal Preferred Basic Maintenance Cure Date, with respect to
 the failure by the Trust to satisfy the
Municipal Preferred Basic Maintenance Amount (as required by paragraph7(a)
 of Part I of this Section12.1) as a
given Valuation Date, shall mean the second Business Day following such
Valuation Date.

         Municipal Preferred Basic Maintenance Report shall mean a report
signed by the President, Treasurer,
Controller, Secretary or any Senior Vice President or Vice President of the
 Trust which sets forth, as of the
related Valuation Date, the assets of the Trust, the Market Value and the
 Discounted Value thereof (seriatim and
in aggregate), and the Municipal Preferred Basic Maintenance Amount.

         1940 Act shall mean the Investment Company Act of 1940, as amended
from time to time.

         1940 Act Cure Date, with respect to the failure by the Trust to
 maintain the 1940 Act Municipal
Preferred Asset Coverage (as required by paragraph 7 of this Part I of
Section12.1) as of the last Business Day
of each month, shall mean the last Business Day of the following month.

         1940 Act Municipal Preferred Asset Coverage shall mean asset
coverage, as defined in Section 18(h) of
the 1940 Act, of at least 200% with respect to all outstanding senior
securities of the Trust which are shares of
beneficial interest, including all outstanding shares of Municipal
Preferred (or such other asset coverage as may
in the future be specified in or under the 1940 Act as the minimum asset
coverage for senior securities which are
shares or stock of a closed-end investment company as a condition of
 declaring dividends on its common shares or
stock).

         Notice of Redemption shall mean any notice with respect to the
redemption of shares of Municipal
Preferred pursuant to paragraph11(c) of this PartI of Section12.1.

         Notice of Special Rate Period shall mean any notice with respect
 to a Special Rate Period of shares of
Municipal Preferred pursuant to paragraph4(d)(i) of this Part I of
Section12.1.

         Order and Orders shall have the respective meanings specified in
paragraph 1(a) of Part II of this
Section12.1.

         Outstanding shall mean, as of any Auction Date with respect to
shares of any series of Municipal
Preferred, the number of shares of such series theretofore issued by the
Trust except, without duplication, (i)
any shares of such series theretofore canceled or delivered to the Auction
 Agent for cancellation or redeemed by
the Trust, (ii) any shares of such series as to which the Trust or any
Affiliate thereof shall be an Existing
Holder and (iii) any shares of such series represented by any certificate
in lieu of which a new certificate has
been executed and delivered by the Trust.

         Persons shall mean and include an individual, a partnership, a
corporation, a trust, an unincorporated
association, a joint venture or other entity or a government or any agency
 or political subdivision thereof.

         Potential Beneficial Owner, with respect to shares of a series of
 Municipal Preferred, shall mean a
customer of a Broker-Dealer that is not a Beneficial Owner of shares of
such series but that wishes to purchase
shares of such series, or that is a Beneficial Owner of shares of such series
that wishes to purchase additional
shares of such series.

         Potential Holder, with respect to shares of a series of Municipal
 Preferred, shall mean a Broker-Dealer
(or any such other person as may be permitted by the Trust) that is not an
 Existing Holder of shares of such
series or that is an Existing Holder of shares of such series that wishes
 to become the Existing Holder of
additional shares of such series.

         Preferred Shares shall mean the preferred shares, without par value,
 of the Trust, and includes the
shares of Municipal Preferred.





         Rate Multiple, for shares of a series of Municipal Preferred on
any Auction Date for shares of such
series, shall mean the percentage, determined as set forth below, based on
 the prevailing rating of shares of
such series in effect at the close of business on the Business Day next
 preceding such Auction Date:

         Prevailing Rating                                   Percentage
         aa3/AA- or higher..............................      110%
         a3/A-..........................................      125%
         baa3/BBB-........................................      150%
         ba3/BB-....................................      200%
         Below ba3/BB-...............................      250%

provided, however, that in the event the Trust has notified the Auction
Agent of its intent to allocate income
taxable for Federal income tax purposes to shares of such series prior to
the Auction establishing the Applicable
Rate for shares of such series, the applicable percentage in the foregoing
 table shall be divided by the quantity
1 minus the maximum marginal regular Federal individual income tax rate
applicable to ordinary income or the
maximum marginal regular Federal corporate income tax rate applicable to
ordinary income, whichever is greater.

         For purposes of this definition, the prevailing rating of shares
 of a series of Municipal Preferred
shall be (i) aa3/AA- or higher if such shares have a rating of aa3 or better
by Moodys and AA- or better by S&P
or the equivalent of such ratings by such agencies or a substitute rating
 agency or substitute rating agencies
selected as provided below, (ii) if not aa3/AA- or higher, then a3/A- if such
 shares have a rating of a3 or
better by Moodys and A- or better by S&P or the equivalent of such ratings by
 such agencies or a substitute
rating agency or substitute rating agencies selected as provided below, (iii)
 if not aa3/AA- or higher or a3/A-,
then baa3/BBB- if such shares have a rating of baa3 or better by Moodys and
BBB- or better by S&P or the
equivalent of such ratings by such agencies or a substitute rating agency or
 substitute rating agencies selected
as provided below, (iv) if not aa3/AA- or higher, a3/A- or baa3/BBB-, then
ba3/BB- if such shares have a rating
of ba3 or better by Moodys and BB- or better by S&P or the equivalent of such
ratings by such agencies or a
substitute rating agency or substitute rating agencies selected as provided
below, and (v) if not aa3/AA- or
higher, a3/A-, baa3/BBB-, or ba3/BB-, then Below ba3/BB-; provided, however,
 that if such shares are rated by
only one rating agency, the prevailing rating will be determined without
reference to the rating of any other
rating agency.  The Trust shall take all reasonable action necessary to
enable either S&P or Moodys to provide a
rating for shares of Municipal Preferred.  If neither S&P nor Moodys shall
 make such a rating available, Salomon
Smith Barney, Inc. or its successor shall select at least one nationally
 recognized statistical rating
organization (as that term is used in the rules and regulations of the
Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended from time to time) to act
 as a substitute rating agency in
respect of shares of such series of Municipal Preferred, and the Trust shall
 take all reasonable action to enable
such rating agency to provide a rating for such shares.

         Rate Period, with respect to shares of a series of Municipal
Preferred, shall mean the Initial Rate
Period of shares of such series and any Subsequent Rate Period, including
any Special Rate Period, of shares of
such series.

         Rate Period Days, for any Rate Period or Dividend Period, means
 the number of days that would constitute
such Rate Period or Dividend Period but for the application of paragraph2(d)
 of Part I of this Section12.1 or
paragraph4(b) of Part I of this Section12.1.

         Receivables for Municipal Obligations Sold shall mean (A) for
purposes of calculating Moodys Eligible
Assets as of any Valuation Date, no more than the aggregate of the
following:  (i) the book value of receivables
for Municipal Obligations sold as of or prior to such Valuation Date if
such receivables are due within five
business days of such Valuation Date, and if the trades which generated such
receivables are (x) settled through
clearing house firms with respect to which the Trust has received prior
written authorization from Moodys or (y)
with counterparties having a Moodys long-term debt rating of at least Baa3;
 and (ii) the Moodys Discounted Value
of Municipal Obligations sold as of or prior to such Valuation Date which
 generated receivables, if such
receivables are due within five business days of such Valuation Date but do
 not comply with either of the
conditions specified in (i) above, and (B) for purposes of calculating S&P
Eligible Assets as of any Valuation
Date, the book value of receivables for Municipal Obligations sold as of or
 prior to such Valuation Date if such
receivables are due within five business days of such Valuation Date.

         Redemption Price shall mean the applicable redemption price
 specified in paragraph 11(a) or (b) of Part
I of this Section12.1.

         Reference Rate shall mean (i) the higher of the Taxable Equivalent
 of the Short-Term Municipal Bond Rate
and the AA Composite Commercial Paper Rate in the case of Minimum Rate
Periods and Special Rate Periods of 28
Rate Period Days or fewer; (ii) the AA Composite Commercial Paper Rate in the
 case of Special Rate Periods of
more than 28 Rate Period Days but fewer than 183 Rate Period Days; and (iii)
 the Treasury Bill Rate in the case
of Special Rate Periods of more than 182 Rate Period Days but fewer than 365
 Rate Period Days.

         Registration Statement has the meaning specified in the definition
 of Municipal Obligations.

         S&P means Standard & Poors Ratings Services, a division of The
 McGraw-Hill Companies, Inc., and its
successors.



         S&P Discount Factor shall mean, for purposes of determining the
 Discounted Value of any S&P Eligible
Asset, the percentage determined by reference to the rating on such asset
and the shortest S&P Exposure Period
set forth opposite such rating that is the same length as or is longer than
the S&P Exposure Period, in
accordance with the table set forth below:

                                 Rating Category
Exposure Period       stocktickerAAA*    AA*    A*      BBB*
Unrated**

45 Business Days....   190%     195%    210%     250%     220%
25 Business Days.....    170      175     190      230      220
10 Business Days....    155      160     175      215      220
  7 Business Days......  150      155     170      210      220
  3 Business Days.....   130      135     150      190      220
______________
*      S&P rating.

**     S&P Eligible Assets not rated by S&P or rated less than BBB by S&P
and not rated at least the equivalent
       of an A rating by another nationally recognized credit rating agency.

         Notwithstanding the foregoing, (i) the S&P Discount Factor for
short-term Municipal Obligations will be
115%, so long as such Municipal Obligations are rated A-1+ or SP-1+ by S&P
 and mature or have a demand feature
exercisable within 30 days or less, 120% if such Municipal Obligations are
 rated A-1 or SP-1- by S&P and mature
or have a demand feature exercisable within 30 days or less, or 125% if
such Municipal Obligations are not rated
by S&P but are rated VMIG-1, P-1 or stocktickerMIG-1 by Moodys; provided,
however, that any such Moodys-rated
short-term Municipal Obligations which have demand features exercisable
 within 30 days or less must be backed by
a letter of credit, liquidity facility or guarantee from a bank or other
financial institution with a short-term
rating of at least A-1+ from S&P and further provided that such Moodys-rated
short-term Municipal Obligations
may comprise no more than 50% of short-term Municipal Obligations that qualify
as S&P Eligible Assets; (ii) no
S&P Discount Factor will be applied to cash, futures, options, Inverse
 Floaters
 and similar instruments or to
Receivables for Municipal Obligations Sold; and (iii) except as set forth in
 clause (i) above, in the case of any
Municipal Obligation that is not rated by S&P but qualifies as an S&P
Eligible Asset pursuant to clause (iii) of
that definition, such Municipal Obligation will be deemed to have an S&P
rating one full rating category lower
than the S&P rating category that is the equivalent of the rating category
in which such Municipal Obligation is
placed by such other nationally recognized credit rating agency.  For
purposes of the foregoing, Anticipation
Notes rated SP-1+ or, if not rated by S&P, rated stocktickerMIG-1 or VMIG-1
 by Moodys, which do not mature or
have a demand feature at par exercisable in 30 days and which do not have
 a long-term rating, shall be considered
to be short-term Municipal Obligations.

         S&P Eligible Asset shall mean cash (excluding any cash irrevocably
 deposited by the Trust for the
payment of any liabilities within the meaning of Municipal Preferred Basic
 Maintenance Amount), Receivables for
Municipal Obligations Sold, futures, options, Inverse Floaters and similar
instruments or a Municipal Obligation
owned by the Trust that (i) is interest bearing and pays interest at least
semi-annually; (ii) is payable with
respect to principal and interest in U.S. Dollars; (iii) is publicly rated
BBB or higher by S&P or, except in the
case of Anticipation Notes that are Grant Anticipation Notes or Bond
Anticipation Notes which must be rated by
S&P to be included in S&P Eligible Assets, if not rated by S&P but rated by
 another nationally recognized credit
rating agency, is rated at least A by such agency; (iv) is not part of a
private placement of Municipal
Obligations (except in the case of Inverse Floaters); (v) is part of an
issue of Municipal Obligations with an
original issue size of at least $20million or, if of an issue with an
original issue size below $20million (but
in no event below $10 million), is issued by an issuer with a total of at
 least $50 million of securities
outstanding; and (vi)is not subject to a covered call or covered put option
written by the Trust.  Solely for
purposes of this definition, the term Municipal Obligation means any
 obligation the interest on which is exempt
from regular Federal income taxation and which is issued by any of the
fifty United States, the District of
Columbia or any of the territories of the United States, their subdivisions,
counties, cities, towns, villages,
school districts and agencies (including authorities and special districts
 created by the states), and federally
sponsored agencies such as local housing authorities.  Notwithstanding the
foregoing limitations:

                  (1)  Municipal Obligations (excluding Escrowed Bonds) of
 any one issuer or guarantor (excluding
         bond insurers) shall be considered S&P Eligible Assets only to the
extent the Market Value of such
         Municipal Obligations does not exceed 10% of the aggregate Market
 Value of S&P Eligible Assets, provided
         that 2% is added to the applicable S&P Discount Factor for every
1% by which the Market Value of such
         Municipal Obligations exceeds 5% of the aggregate Market Value of
 S&P Eligible Assets, and provided that
         Municipal Obligations (excluding Escrowed Bonds) not rated by S&P
 or rated less than BBB by S&P and not
         rated at least A by another nationally recognized credit rating
 agency of any one issuer or guarantor
         (excluding bond insurers) shall constitute S&P Eligible Assets
only to the extent the Market Value of
         such Municipal Obligations does not exceed 5% of the aggregate
 Market Value of S&P Eligible Assets;

                  (2)  Municipal Obligations not rated at least BBB or not
rated by S&P or not rated at least A
         by another nationally recognized credit rating agency shall be
considered S&P Eligible Assets only to
         the extent the Market Value of such Municipal Obligations does not
exceed 50% of the aggregate Market
         Value of S&P Eligible Assets; provided, however, that if the Market
 Value of such Municipal Obligations
         exceeds 50% of the aggregate Market Value of S&P Eligible Assets,
 a portion of such Municipal
         Obligations (selected by the Trust) shall not be considered S&P
Eligible Assets, so that the Market
         Value of such Municipal Obligations (excluding such portion) does
 not exceed 50% of the aggregate Market
         Value of S&P Eligible Assets;



                  (3)  Long-term Municipal Obligations (excluding Escrowed
 Bonds) issued by issuers in any one
         state or territory shall be considered S&P Eligible Assets only
to the extent that the Market Value of
         such Municipal Obligations does not exceed 25% of the aggregate
Market Value of S&P Eligible Assets; and

                  (4)  Municipal Obligations which are not interest bearing
 or do not pay interest at least
         semi-annually shall be considered S&P Eligible Assets if rated
stocktickerAAA by S&P.

         For purposes of determining the aggregate Discounted Value of S&Ps
Eligible Assets, such aggregate
amount shall be reduced with respect to any futures contracts as set forth
in paragraph 10(a) of this Part I.

         S&P Exposure Period shall mean the period commencing on a given
Valuation Date and ending three business
days thereafter.

         S&P Volatility Factor shall mean, as of any Valuation Date, a
multiplicative factor equal to (i) 305% in
the case of any Minimum Rate Period or any Special Rate Period of 28 Rate
 Period Days or fewer; (ii) 268% in the
case of any Special Rate Period of more than 28 Rate Period Days but fewer
 than 183 Rate Period Days; and (iii)
204% in the case of any Special Rate Period of more than 182 Rate Period
Days.


         Securities Depository shall mean The Depository Trust Company and
its successors and assigns or any
other securities depository selected by the Trust which agrees to follow
 the procedures required to be followed
by such securities depository in connection with shares of Municipal
Preferred.

         Sell Order and Sell Orders shall have the respective meanings
specified in paragraph1(a) of Part II of
this Section12.1.

         Special Rate Period, with respect to shares of a series of Municipal
 Preferred, shall have the meaning
specified in paragraph4(a) of Part I of this Section12.1.

         Special Redemption Provisions shall have the meaning specified
in paragraph11(a)(i) of Part I of this
Section12.1.

         Submission Deadline shall mean 1:30 P.M., CityplaceNew York
City time, on any Auction Date or such other
time on any Auction Date by which Broker-Dealers are required to submit
Orders to the Auction Agent as specified
by the Auction Agent from time to time.

         Submitted Bid and Submitted Bids shall have the respective

meanings specified in paragraph3(a) of Part
II of this Section12.1.
         Submitted Hold Order and Submitted Hold Orders shall have the
 respective meanings specified in
paragraph3(a) of Part II of this Section12.1.

         Submitted Order and Submitted Orders shall have the respective
meanings specified in paragraph3(a) of
Part II of this Section12.1.

         Submitted Sell Order and Submitted Sell Orders shall have the
 respective meanings specified in
paragraph3(a) of Part II of this Section12.1.

         Subsequent Rate Period, with respect to shares of a series of
Municipal Preferred, shall mean the period
from and including the first day following the Initial Rate Period of shares
of such series to but excluding the
next Dividend Payment Date for shares of such series and any period
 thereafter from and including one Dividend
Payment Date for shares of such series to but excluding the next succeeding
 Dividend Payment Date for shares of
such series; provided, however, that if any Subsequent Rate Period is also a
 Special Rate Period, such term shall
mean the period commencing on the first day of such Special Rate Period and
ending on the last day of the last
Dividend Period thereof.

         Substitute Commercial Paper Dealer shall mean CS First Boston or
Morgan Stanley & Co. Incorporated or
their respective affiliates or successors, if such entity is a commercial
 paper dealer; provided, however, that
none of such entities shall be a Commercial Paper Dealer.

         Substitute U.S. Government Securities Dealer shall mean CS First
 Boston and Merrill Lynch, Pierce,
Fenner & Smith Incorporated or their respective affiliates or successors,
 if such entity is a U.S. Government
securities dealer; provided, however, that none of such entities shall be
 a U.S. Government Securities Dealer.

         Sufficient Clearing Bids shall have the meaning specified in
paragraph3(a) of Part II of this
Section12.1.

         Taxable Allocation shall have the meaning specified in paragraph3
of Part I of this Section12.1.

         Taxable Equivalent of the Short-Term Municipal Bond Rate, on any
 date for any Minimum Rate Period or
Special Rate Period of 28 Rate Period Days or fewer, shall mean 90% of the
 quotient of (A) the per annum rate
expressed on an interest equivalent basis equal to the S&P Kenny 30 day High
Grade Index or any successor index
(the Kenny Index) (provided, however, that any such successor index must be
approved by Moodys (if Moodys is then
rating the shares of Municipal Preferred) and S&P (if S&P is then rating the
 shares of Municipal Preferred)),
made available for the Business Day immediately preceding such date but in
 any event not later than 8:30 A.M.,
New York City time, on such date by S&P J.J. Kenny Evaluation Services or any
 successor thereto, based upon
30-day yield evaluations at par of short-term bonds the interest on which is
excludable for regular Federal
Income tax purposes under the Code, of high grade component issuers selected
by S&P J.J. Kenny Evaluation
Services or any such successor from time to time in its discretion, which
component issuers shall include,
without limitation, issuers of general obligation bonds, but shall exclude
any bonds the interest on which
constitutes an item of tax preference under Section57(a)(5) of the Code,
or successor provisions, for purposes
of the alternative minimum tax, divided by (B) 1.00 minus the maximum marginal
 regular Federal individual income
tax rate applicable to ordinary income or the maximum marginal regular
Federal corporate income tax rate
applicable to ordinary income (in each case expressed as a decimal),
whichever is greater; provided, however,
that if the Kenny Index is not made so available by 8:30 A.M., New York City
time, on such date by S&P J.J. Kenny
Evaluation Services or any successor, the Taxable Equivalent of the Short-
Term Municipal Bond Rate shall mean the
quotient of (A) the per annum rate expressed on an interest equivalent basis
 equal to the most recent Kenny Index
so made available for any preceding Business Day, divided by (B) 1.00 minus
 the maximum marginal regular Federal
individual income tax rate applicable to ordinary income or the maximum
marginal regular Federal corporate income
tax rate applicable to ordinary income (in each case expressed as a decimal)
, whichever is greater.

         Taxable Income shall have the meaning specified in paragraph3(c) of
 PartII of this Section12.1.

         Treasury Bill shall mean a direct obligation of the U.S. Government
 having a maturity at the time of
issuance of 364 days or less.

         Treasury Bill Rate, on any date for any Rate Period, shall mean
 (i) the bond equivalent yield,
calculated in accordance with prevailing industry convention, of the rate
on the most recently auctioned Treasury
Bill with a remaining maturity closest to the length of such Rate Period,
 as quoted in The Wall Street Journal on
such date for the Business Day next preceding such date; or (ii) in the event
 that any such rate is not published
in The Wall Street Journal, then the bond equivalent yield, calculated in
 accordance with prevailing industry
convention, as calculated by reference to the arithmetic average of the bid
price quotations of the most recently
auctioned Treasury Bill with a remaining maturity closest to the length of
 such Rate Period, as determined by bid
price quotations as of the close of business on the Business Day immediately
preceding such date obtained from
the U.S. Government Securities Dealers to the Auction Agent.

         Treasury Note shall mean a direct obligation of the U.S. Government
 having a maturity at the time of
issuance of five years or less but more than 364 days.

         Treasury Note Rate, on any date for any Rate Period, shall mean (i)
the yield on the most recently
auctioned Treasury Note with a remaining maturity closest to the length of
such Rate Period, as quoted in The
Wall Street Journal on such date for the Business Day next preceding such
date; or (ii) in the event that any
such rate is not published in The Wall Street Journal, then the yield as
calculated by reference to the
arithmetic average of the bid price quotations of the most recently auctioned
Treasury Note with a remaining
maturity closest to the length of such Rate Period, as determined by bid
 price quotations as of the close of
business on the Business Day immediately preceding such date obtained from
the U.S. Government Securities Dealers
to the Auction Agent.  If any U.S. Government Securities Dealer does not
 quote a rate required to determine the
Treasury Bill Rate of the Treasury Note Rate, the Treasury Bill Rate or the
Treasury Note Rate shall be
determined on the basis of the quotation or quotations furnished by the
remaining U.S. Government Securities
Dealer or U.S. Government Securities Dealers and any Substitute U.S.
Government Securities Dealers selected by
the Trust to provide such rate or rates not being supplied by any U.S.
Government Securities Dealer or U.S.
Government Securities Dealers, as the case may be, or, if the Trust does not
select any such Substitute U.S.
Government Securities Dealer or Substitute U.S. Government Securities Dealers,
 by the remaining U.S. Government
Securities Dealer or U.S. Government Securities Dealers.

         U.S. Government Securities Dealer shall mean Lehman Government
Securities Incorporated, Goldman, Sachs &
Co., Salomon Smith Barney Inc. and Morgan Guaranty Trust Company of StateNew
 York or their respective affiliates
or successors, if such entity is a country-regionplaceU.S. government
securities dealer.

         Valuation Date shall mean, for purposes of determining whether the
 Trust is maintaining the Municipal
Preferred Basic Maintenance Amount, each Business Day.

         Variation Margin means, in connection with an outstanding futures
contract owned or sold by the Trust,
the amount of cash or securities paid to or received from a broker (subsequent
 to the Initial Margin payment)
from time to time as the price of such futures contract fluctuates.

         Volatility Factor shall mean, as of any Valuation Date, the greater
of the Moodys Volatility Factor and
the S&P Volatility Factor.

         Voting Period shall have the meaning specified in paragraph 5(b) of
this Part I of Section12.1.

         Winning Bid Rate shall have the meaning specified in paragraph3(a)
of Part II of this Section12.1.

2.       Dividends.

(1)      Ranking.  The shares of a series of Municipal Preferred shall rank
on a parity with each other, with
shares of any other series of Municipal Preferred and with shares of any other
 series of Preferred Shares as to
the payment of dividends by the Trust.


(2)      Cumulative Cash Dividends.  The Holders of shares of Municipal
Preferred of any series shall be entitled
to receive, when, as and if declared by the Board of Trustees, out of funds
 legally available therefor in
accordance with the Declaration, these By-laws and applicable law, cumulative
cash dividends at the Applicable
Rate for shares of such series, determined as set forth in subparagraph (e)
 of this paragraph2, and no more
(except to the extent set forth in paragraph3 of this Part I), payable on
the Dividend Payment Dates with
respect to shares of such series determined pursuant to subparagraph (d) of
 this paragraph 2.  Holders of shares
of Municipal Preferred shall not be entitled to any dividend, whether payable
 in cash, property or shares, in
excess of full cumulative dividends, as herein provided, on shares of
Municipal
Preferred.  No interest, or sum
of money in lieu of interest, shall be payable in respect of any dividend
 payment or payments on shares of
Municipal Preferred which may be in arrears, and, except to the extent set
 forth in subparagraph (e)(i) of this
paragraph 2, no additional sum of money shall be payable in respect of any
such arrearage.

(3)      Dividends Cumulative From Date of Original Issue.  Dividends on
 shares of Municipal Preferred of any
series shall accumulate at the Applicable Rate for shares of such series
from the Date of Original Issue thereof.

(4)      Dividend Payment Dates and Adjustments Thereof.  The Dividend
Payment Dates with respect to shares of a
series of Municipal Preferred shall be Monday, datelstransMonth7Day26Year
1999July 26, 1999 and each Monday
thereafter with respect to shares of SeriesF Municipal Preferred; provided,
 however, that

(1)      (A)  if the Monday on which dividends would otherwise be payable
 is not a Business Day, then such
         dividends shall be payable on such shares on the first Business
Day that falls after such Monday; and

(2)      notwithstanding the foregoing provisions of this paragraph2(d), the
 Trust in its discretion may
         establish the Dividend Payment Dates in respect of any Special Rate
 Period of shares of a series of
         Municipal Preferred consisting of more than 28 Rate Period Days;
 provided, however, that such dates
         shall be set forth in the Notice of Special Rate Period relating to
 such Special Rate Period, as
         delivered to the Auction Agent, which Notice of Special Rate Period
 shall be filed with the Secretary of
         the Trust; and further provided that (1) any such Dividend Payment
 Date shall be a Business Day and (2)
         the last Dividend Payment Date in respect of such Special Rate
Period shall be the Business Day
         immediately following the last day thereof, as such last day is
 determined in accordance with
         subparagraph (b) of paragraph 4 of this Part I.





(5)      Dividend Rates and Calculation of Dividends.

(1)      Dividend Rates.  The dividend rate on shares of Municipal Preferred
 of any series during the period from
         and after the Date of Original Issue of shares of such series to
and including the last day of the
         Initial Rate Period of shares of such series shall be equal to the
rate per annum set forth with respect
         to shares of such series under Designation in this PartI.  For each
 Subsequent Rate Period of shares of
         such series thereafter, the dividend rate on shares of such series
 shall be equal to the rate per annum
         that results from an Auction for shares of such series on the Auction
Date next preceding such
         Subsequent Rate Period; provided, however, that if:

                           (A)  an Auction for any such Subsequent Rate
Period is not held for any reason other
                  than as described below, the dividend rate on shares of
 such series for such Subsequent Rate
                  Period will be the Maximum Rate for shares of such series
 on the Auction Date therefor;

          (B)  any Failure to Deposit shall have occurred with respect to
shares of such series
  during any Rate Period thereof (other than any Special Rate Period
consisting of more than 364
    Rate Period Days or any Rate Period succeeding any Special Rate Period
 consisting of more than
     364 Rate Period Days during which a Failure to Deposit occurred that
has not been cured), but,
  prior to 12:00 Noon, New York City time, on the third Business Day next
succeeding the date on
    which such Failure to Deposit occurred, such Failure to Deposit shall
have been cured in
accordance with subparagraph (f) of this paragraph2 and the Trust shall
 have paid to the
  Auction Agent a late charge (Late Charge) equal to the sum of (1) if such
Failure to Deposit
consisted of the failure timely to pay to the Auction Agent the full amount
of dividends with
respect to any Dividend Period of the shares of such series, an amount
computed by multiplying
(x) 200% of the Reference Rate for the Rate Period during which such Failure
 to Deposit occurs
on the Dividend Payment Date for such Dividend Period by (y) a fraction, the
 numerator of which
 shall be the number of days for which such Failure to Deposit has not been
cured in accordance
with subparagraph (f) of this paragraph2 (including the day such Failure to
 Deposit occurs and
excluding the day such Failure to Deposit is cured) and the denominator of
 which shall be 360,
and applying the rate obtained against the aggregate Liquidation Preference
of the outstanding
 shares of such series and (2) if such Failure to Deposit consisted
 of the failure timely to pay
to the Auction Agent the Redemption Price of the shares, if any, of
such series for which
 Notice of Redemption has been mailed by the Trust pursuant to
paragraph11(c) of this Part I,
an amount computed by multiplying (x) 200% of the Reference Rate for the
Rate Period during
which such Failure to Deposit occurs on the redemption date by (y) a
fraction, the numerator of
which shall be the number of days for which such Failure to Deposit is not
 cured in accordance
with subparagraph (f) of this paragraph 2 (including the day such Failure
 to Deposit occurs and
excluding the day such Failure to Deposit is cured) and the denominator of
 which shall be 360,
and applying the rate obtained against the aggregate Liquidation Preference
of the outstanding
shares of such series to be redeemed, no Auction will be held in respect of
 shares of such
series for the Subsequent Rate Period thereof and the dividend rate for
 shares of such series
for such Subsequent Rate Period will be the Maximum Rate for shares of
such series on the
Auction Date for such Subsequent Rate Period;

(C)  any Failure to Deposit shall have occurred with respect to shares of
 such series
during any Rate Period thereof (other than any Special Rate Period consisting
 of more than 364
 Rate Period Days or any Rate Period succeeding any Special Rate Period
consisting of more than
364 Rate Period Days during which a Failure to Deposit occurred that has not
 been cured), and,
prior to 12:00 Noon, New York City time, on the third Business Day next
 succeeding the date on
which such Failure to Deposit occurred, such Failure to Deposit shall not
 have been cured in
accordance with subparagraph (f) of this paragraph 2 or the Trust shall
 not have paid the
applicable Late Charge to the Auction Agent, no Auction will be held in
respect of shares of
such series for the first Subsequent Rate Period thereof thereafter (or for
 any Rate Period
thereof thereafter to and including the Rate Period during which (1) such
 Failure to Deposit is
cured in accordance with subparagraph (f) of this paragraph2 and (2) the
Trust pays the
applicable Late Charge to the Auction Agent (the condition set forth in this
 clause (2) to
apply only in the event Moodys is rating such shares at the time the Trust
 cures such Failure
 to Deposit), in each case no later than 12:00 Noon, New York City time, on
 the fourth Business
Day prior to the end of such Rate Period), and the dividend rate for shares
of such series for
each such Subsequent Rate Period shall be a rate per annum equal to the
Maximum Rate for shares
 of such series on the Auction Date for such Subsequent Rate Period (but
 with the prevailing
rating for shares of such series, for purposes of determining such Maximum
Rate, being deemed
to be Below ba3/BB-); or

(D)  any Failure to Deposit shall have occurred with respect to shares of
such series
during a Special Rate Period thereof consisting of more than 364 Rate Period
 Days, or during
any Rate Period thereof succeeding any Special Rate Period consisting of more
than 364 Rate
Period Days during which a Failure to Deposit occurred that has not been
cured,
 and, prior to
12:00 Noon, New York City time, on the fourth Business Day preceding the
 Auction Date for the
Rate Period subsequent to such Rate Period, such Failure to Deposit shall
not have been cured
in accordance with subparagraph (f) of this paragraph2 or, in the event
 Moodys is then rating
such shares, the Trust shall not have paid the applicable Late Charge to
the Auction Agent
(such Late Charge, for purposes of this subparagraph (D), to be calculated
by using, as the
  Reference Rate, the Reference Rate applicable to a Rate Period (x)
 consisting of more than 182
Rate Period Days but fewer than 365 Rate Period Days and (y) commencing on
the date on which
the Rate Period during which Failure to Deposit occurs commenced), no
Auction will be held in
respect of shares of such series for such Subsequent Rate Period (or for
any Rate Period
thereof thereafter to and including the Rate Period during which (1) such
 Failure to Deposit is
cured in accordance with subparagraph (f) of this paragraph 2 and (2) the
Trust pays the
 applicable Late Charge to the Auction Agent (the condition set forth in
this clause (2) to
apply only in the event Moodys is rating such shares at the time the Trust
 cures such Failure
to Deposit), in each case no later than 12:00 Noon, New York City time, on
the fourth Business
Day prior to the end of such Rate Period), and the dividend rate for shares
of such series for
each such Subsequent Rate Period shall be a rate per annum equal to the
Maximum Rate for shares
of such series on the Auction Date for such Subsequent Rate Period (but
with the prevailing
rating for shares of such series, for purposes of determining such Maximum
Rate, being deemed
to be Below ba3/BB-) (the rate per annum of which dividends are payable on
 shares of a series
  of Municipal Preferred for any Rate Period thereof being herein referred
 to as the Applicable
Rate for shares of such series).

(2) Calculation of Dividends.  The amount of dividends per share payable
 on shares of a series of Municipal
 Preferred on any date on which dividends shall be payable on shares of
such series shall be computed by
 multiplying the Applicable Rate for shares of such series in effect for
such Dividend Period or Dividend
Periods or part thereof for which dividends have not been paid by a fraction,
the numerator of which
shall be the number of days in such Dividend Period or Dividend Periods or
part thereof and the
denominator of which shall be 365 if such Dividend Period consists of 7 Rate
Period Days and 360 for all
other Dividend Periods, and applying the rate obtained against $25,000.

(6)      Curing a Failure to Deposit.  A Failure to Deposit with respect to
shares of a series of Municipal
Preferred shall have been cured (if such Failure to Deposit is not solely
due to the willful failure of the Trust
to make the required payments to the Auction Agent) with respect to any Rate
 Period of shares of such series if,
within the respective time periods described in subparagraph (e)(i) of this
 paragraph2, the Trust shall have
paid to the Auction Agent (A) all accumulated and unpaid dividends on shares
 of such series and (B) without
duplication, the Redemption Price for shares, if any, of such series for
 which Notice of Redemption has been
mailed by the Trust pursuant to paragraph11(c) of Part I of this Section12.1
of the By-laws; provided, however,
that the foregoing clause (B) shall not apply to the Trusts failure to pay the
 Redemption Price in respect of
shares of Municipal Preferred when the related Redemption Notice provides that
 redemption of such shares is
subject to one or more conditions precedent and any such condition precedent
shall not have been satisfied at the
time or times and in the manner specified in such Notice of Redemption.

(7)      Dividend Payments by Trust to Auction Agent.  The Trust shall pay
to the Auction Agent, not later than
12:00 Noon, New York City time, on the Business Day next preceding each
Dividend Payment Date for shares of a
series of Municipal Preferred, an aggregate amount of funds available on the
next Business Day in The City of New
York, New York, equal to the dividends to be paid to all Holders of shares of
 such series on such Dividend
Payment Date.

(8)      Auction Agent as Trustee of Dividend Payments by Trust.  All moneys
paid to the Auction Agent for the
payment of dividends (or for the payment of any Late Charge) shall be held in
 trust for the payment of such
dividends (and any such Late Charge) by the Auction Agent for the benefit of
 the Holders specified in
subparagraph (i) of this paragraph2.  Any moneys paid to the Auction Agent
 in accordance with the foregoing but
not applied by the Auction Agent to the payment of dividends (and any such
Late Charge) will, to the extent
permitted by law, be repaid to the Trust at the end of 90 days from the date
on which such moneys were so to have
been applied.

(9)      Dividends Paid to Holders.  Each dividend on shares of Municipal
Preferred shall be paid on the Dividend
Payment Date therefor to the Holders thereof as their names appear on the
record books of the Trust on the
Business Day next preceding such Dividend Payment Date.

(10)     Dividends Credited Against Earliest Accumulated But Unpaid Dividends.
  Any dividend payment made on
shares of Municipal Preferred shall first be credited against the earliest
accumulated but unpaid dividends due
with respect to such shares.  Dividends in arrears for any past Dividend
Period may be declared and paid at any
time, without reference to any regular Dividend Payment Date, to the Holders
 as their names appear on the record
books of the Trust on such date, not exceeding 15 days preceding the payment
date thereof, as may be fixed by the
Board of Trustees.

(11)     Dividends Designated as Exempt-Interest Dividends.  Dividends on
shares of Municipal Preferred shall be
designated as exempt-interest dividends up to the amount of tax-exempt
income of the Trust, to the extent
permitted by, and for purposes of, Section852 of the Code.

3.       Gross-up Payments.

         Holders of shares of Municipal Preferred shall be entitled to
receive, when, as and if declared by the
Board of Trustees, out of funds legally available therefor in accordance
 with the Declaration, these By-laws and
applicable law, dividends in an amount equal to the aggregate Gross-up
 Payments as follows:

(1)      Minimum Rate Periods and Special Rate Periods of 28 Rate Period
Days or Fewer.  If, in the case of any
Minimum Rate Period or any Special Rate Period of 28 Rate Period Days or
fewer, the Trust allocates any net
capital gain or other income taxable for Federal income tax purposes to a
dividend paid on shares of Municipal
Preferred without having given advance notice thereof to the Auction Agent
 as provided in paragraph5 of Part II
of this Sectionof the By-laws (such allocation being referred to herein as
 a Taxable Allocation) solely by
reason of the fact that such allocation is made retroactively as a result
of the redemption of all or a portion
of the outstanding shares of Municipal Preferred or the liquidation of the
 Trust, the Trust shall, prior to the
end of the calendar year in which such dividend was paid, provide notice
 thereof to the Auction Agent and direct
the Trusts dividend disbursing agent to send such notice with a Gross-up
 Payment to each Holder of such shares
that was entitled to such dividend payment during such calendar year at
such Holders address as the same appears
or last appeared on the record books of the Trust.

(2)      Special Rate Periods of More Than 28 Rate Period Days.  If, in the
case of any Special Rate Period of
more than 28 Rate Period Days, the Trust makes a Taxable Allocation to a
dividend paid on shares of Municipal
Preferred, the Trust shall, prior to the end of the calendar year in which
such dividend was paid, provide notice
thereof to the Auction Agent and direct the Trusts dividend disbursing agent
 to send such notice with a Gross-up
Payment to each Holder of shares that was entitled to such dividend payment
during such calendar year at such
Holders address as the same appears or last appeared on the record books of
 the Trust.

(3)      No Gross-up Payments In the Event of a Reallocation.  The Trust
 shall not be required to make Gross-up
Payments with respect to any net capital gain or other taxable income
 determined by the Internal Revenue Service
to be allocable in a manner different from that allocated by the Trust.

4.       Designation of Special Rate Periods.

(1)      Length of and Preconditions for Special Rate Period.  The Trust, at
 its option, may designate any
succeeding Subsequent Rate Period of shares of a series of Municipal
Preferred as a Special Rate Period
consisting of a specified number of Rate Period Days evenly divisible by
seven and not more than 1,820, subject
to adjustment as provided in subparagraph (b) of this paragraph4.  A
designation of a Special Rate Period shall
be effective only if (A) notice thereof shall have been given in accordance
with subparagraphs (c) and (d)(i) of
this paragraph 4, (B) an Auction for shares of such series shall have been
 held on the Auction Date immediately
preceding the first day of such proposed Special Rate Period and Sufficient
Clearing Bids for shares of such
series shall have existed in such Auction, and (C) if any Notice of
Redemption shall have been mailed by the
Trust pursuant to paragraph11(c) of this Part I with respect to any shares
 of such series, the Redemption Price
with respect to such shares shall have been deposited with the Auction Agent.
 In the event the Trust wishes to
designate any succeeding Subsequent Rate Period for shares of a series of
Municipal Preferred as a Special Rate
Period consisting of more than 28 Rate Period Days, the Trust shall notify
 S&P (if S&P is then rating such
series) and Moodys (if Moodys is then rating such series) in advance of the
 commencement of such Subsequent Rate
Period that the Trust wishes to designate such Subsequent Rate Period as a
 Special Rate Period and shall provide
S&P (if S&P is then rating such series) and Moodys (if Moodys is then rating
 such series) with such documents as
either may request.

(2)      Adjustment of Length of Special Rate Period.  In the event the Trust
 wishes to designate a Subsequent
Rate Period as a Special Rate Period, but the day following what would
otherwise be the last day of such Special
Rate Period is not (a) a Monday that is a Business Day in the case of a series
of Municipal Preferred designated
as Series F Municipal Preferred in this Part I, then the Trust shall designate
 such Subsequent Rate Period as a
Special Rate Period consisting of the period commencing on the first day
following the end of the immediately
preceding Rate Period and ending on the first Sunday that is followed by a
Monday that is a Business Day
preceding what would otherwise be such last day, in the case of Series F
 Municipal Preferred.

(3)      Notice of Proposed Special Rate Period.  If the Trust proposes to
designate any succeeding Subsequent
Rate Period of shares of a series of Municipal Preferred as a Special Rate
Period pursuant to subparagraph (a) of
this paragraph4, not less than 20 (or such lesser number of days as may be
agreed to from time to time by the
Auction Agent) nor more than 30 days prior to the date the Trust proposes to
designate as the first day of such
Special Rate Period (which shall be such day that would otherwise be the first
 day of a Minimum Rate Period),
notice shall be (i) published or caused to be published by the Trust in a
newspaper of general circulation to the
financial community in The City of New York, New York, which carries financial
 news, and (ii) mailed by the Trust
by first-class mail, postage prepaid, to the Holders of shares of such series.
  Each such notice shall state (A)
that the Trust may exercise its option to designate a succeeding Subsequent
Rate Period of shares of such series
as a Special Rate Period, specifying the first day thereof and (B) that the
 Trust will, by 11:00 A.M., New York
City time, on the second Business Day next preceding such date (or by such
later time or date, or both, as may be
agreed to by the Auction Agent) notify the Auction Agent of either (x) its
determination, subject to certain
conditions, to exercise such option, in which case the Trust shall specify
 the Special Rate Period designated, or
(y) its determination not to exercise such option.

(4)      Notice of Special Rate Period.  No later than 11:00 A.M., New York
City time, on the second Business Day
next preceding the first day of any proposed Special Rate Period of shares of
 a series of Municipal Preferred as
to which notice has been given as set forth in subparagraph (c) of this
paragraph4 (or such later time or date,
or both, as may be agreed to by the Auction Agent), the Trust shall deliver
to the Auction Agent either:


(1)      a notice (Notice of Special Rate Period) stating (A) that the Trust
 has determined to designate the next
         succeeding Rate Period of shares of such series as a Special Rate
Period, specifying the same and the
         first day thereof, (B) the Auction Date immediately prior to the
first day of such Special Rate Period,
         (C) that such Special Rate Period shall not commence if (1) an
Auction for shares of such series shall
         not be held on such Auction Date for any reason or (2) an Auction
for shares of such series shall be
         held on such Auction Date but Sufficient Clearing Bids for shares
of such series shall not exist in such
         Auction, (D) the scheduled Dividend Payment Dates for shares of
 such series during such Special Rate
         Period and (E) the Special Redemption Provisions, if any, applicable
to shares of such series in respect
         of such Special Rate Period; such notice to be accompanied by a
 Municipal Preferred Basic Maintenance
         Report showing that, as of the third Business Day next preceding
such proposed Special Rate Period,
         Moodys Eligible Assets (if Moodys is then rating such series) and
 S&P Eligible Assets (if S&P is then
         rating such series) each have an aggregate Discounted Value at least
equal to the Municipal Preferred
         Basic Maintenance Amount as of such Business Day (assuming for
 purposes of the foregoing calculation
         that (a) the Maximum Rate is the Maximum Rate on such Business
Day as if such Business Day were the
         Auction Date for the proposed Special Rate Period, and (b) the
Moodys Discount Factors applicable to
         Moodys Eligible Assets are determined by reference to the first
Exposure Period longer than the Exposure
         Period then applicable to the Trust, as described in the definition
of Moodys Discount Factor herein); or

(2)      a notice stating that the Trust has determined not to exercise its
option to designate a Special Rate
         Period of shares of such series and that the next succeeding Rate
 Period of shares of such series shall
         be a Minimum Rate Period.

(5)      Failure to Deliver Notice of Special Rate Period.  If the Trust
fails to deliver either of the notices
described in subparagraphs (d)(i) or (d)(ii) of this paragraph4 (and, in
 the case of the notice described in
subparagraph (d)(i) of this paragraph4, a Municipal Preferred Basic
 Maintenance Report to the effect set forth
in such subparagraph (if either Moodys or S&P is then rating the series in
 question)) with respect to any
designation of any proposed Special Rate Period to the Auction Agent by
11:00 A.M., New York City time, on the
second Business Day next preceding the first day of such proposed Special
Rate Period (or by such later time or
date, or both, as may be agreed to by the Auction Agent), the Trust shall be
 deemed to have delivered a notice to
the Auction Agent with respect to such Special Rate Period to the effect set
forth in subparagraph (d)(ii) of
this paragraph4.  In the event the Trust delivers to the Auction Agent a
notice described in subparagraph (d)(i)
of this paragraph4, it shall file a copy of such notice with the Secretary of
 the Trust, and the contents of
such notice shall be binding on the Trust.  In the event the Trust delivers
 to the Auction Agent a notice
described in subparagraph (d)(ii) of this paragraph4, the Trust will provide
Moodys (if Moodys is then rating
the series in question) and S&P (if S&P is then rating the series in question)
 a copy of such notice.

5.       Voting Rights.

(1)      One Vote Per Share of Municipal Preferred.  Except as otherwise
 provided in the Declaration, this
paragraph5 or as otherwise required by law, (i) each Holder of shares of
Municipal Preferred shall be entitled
to one vote for each share of Municipal Preferred held by such Holder on each
matter submitted to a vote of
shareholders of the Trust, and (ii) the holders of outstanding Preferred
Shares, including each share of
Municipal Preferred, and of Common Shares shall vote together as a single
class; provided, however, that, at any
meeting of the shareholders of the Trust held for the election of trustees,
the holders of outstanding Preferred
Shares, including Municipal Preferred, represented in person or by proxy at
said meeting, shall be entitled, as a
class, to the exclusion of the holders of all other securities and classes
 of shares of beneficial interest of
the Trust, to elect two trustees of the Trust, each Preferred Share, including
each share of Municipal Preferred,
entitling the holder thereof to one vote.  Subject to subparagraph (b) of this
paragraph5, the holders of
outstanding Common Shares and Preferred Shares, including Municipal Preferred,
voting together as a single class,
shall elect the balance of the trustees.

(2) Voting For Additional Trustees.

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

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

(B)  if at any time holders of Preferred Shares are entitled under the
 1940 Act to elect a majority of the trustees of the Trust.

Upon the termination of a Voting Period, the voting rights described in
 this subparagraph (b)(i) shall cease,
subject always, however, to the revesting of such voting rights in the
 Holders upon the further occurrence of any
of the events described in this subparagraph (b)(i).

(2)Notice of Special Meeting.  As soon as practicable after the accrual
of any right of the holders of
Preferred Shares to elect additional trustees as described in subparagraph
 (b)(i) of this paragraph5,
the Trust shall notify the Auction Agent and the Auction Agent shall call a
special meeting of such
holders, by mailing a notice of such special meeting to such holders, such
meeting to be held not less
         than 10 nor more than 20 days after the date of mailing of such
 notice. If the Trust fails to send such
         notice to the Auction Agent or if the Auction Agent does not call
 such a special meeting, it may be
         called by any such holder on like notice.  The record date for
determining the holders entitled to
         notice of and to vote at such special meeting shall be the close
of business on the fifth Business Day
         preceding the day on which such notice is mailed.  At any such
special meeting and at each meeting of
         holders of Preferred Shares held during a Voting Period at which
 trustees are to be elected, such
         holders, voting together as a class (to the exclusion of the holders
of all other securities and classes
         of shares of beneficial interest of the Trust), shall be entitled to
 elected the number of trustees
         prescribed in subparagraph (b)(i) of this paragraph5 on a
one-vote-per-share basis.

(3)      Terms of Office of Existing Trustees.  The terms of office of all
persons who are trustees of the Trust
         at the time of a special meeting of Holders and holders of other
Preferred Shares to elect trustees
         shall continue, notwithstanding the election at such meeting by the
 Holders and such other holders of
         the number of trustees that they are entitled to elect, and the
 persons so elected by the Holders and
         such other holders, together with the two incumbent trustees elected
 by the Holders and such other
         holders of Preferred Shares and the remaining incumbent trustees
 elected by the Holders of the Common
         Shares and Preferred Shares, shall constitute the duly elected
 trustees of the Trust.

(4)      Terms of Office of Certain Trustees to Terminate Upon Termination
 of Voting Period.  Simultaneously with
         the termination of a Voting Period, the term of office of the
additional trustees elected by the Holders
         and holders of other Preferred Shares pursuant to subparagraph
(b)(i) of this paragraph5 shall
         terminate, the remaining trustees shall constitute the trustees of
the Trust and the voting rights of
         the Holders and such other holders to elect additional trustees
pursuant to subparagraph (b)(i) of this
         paragraph5 shall cease, subject to the provisions of the last
sentence of subparagraph(b)(i) of this
         paragraph5.




(3)      Holders of Municipal Preferred To Vote on Certain Other Matters.

(1)      Increases in Capitalization.  So long as any shares of Municipal
Preferred are outstanding, the Trust
         shall not, without the affirmative vote or consent of the Holders
of at least a majority of the shares
         of Municipal Preferred outstanding at the time, in person or by
proxy, either in writing or at a
         meeting, voting as a separate class: (a) authorize, create or issue
any class or series of shares
         ranking prior to or on a parity with shares of Municipal Preferred
 with respect to the payment of
         dividends or the distribution of assets upon dissolution,
liquidation or winding up of the affairs of
         the Trust, or authorize, create or issue additional shares of any
series of Municipal Preferred (except
         that, notwithstanding the foregoing, but subject to the provisions
 of paragraph10(c) of this Part I,
         the Board of Trustees, without the vote or consent of the Holders
of Municipal Preferred, may from time
         to time authorize and create, and the Trust may from time to time
 issue, additional shares of any series
         of Municipal Preferred or classes or series of Preferred Shares
 ranking on a parity with shares of
         Municipal Preferred with respect to the payment of dividends and
the distribution of assets upon
         dissolution, liquidation or winding up of the affairs of the Trust;
 provided, however, that if Moodys or
         S&P is not then rating the shares of Municipal Preferred, the
aggregate liquidation preference of all
         Preferred Shares of the Trust outstanding after any such issuance,
exclusive of accumulated and unpaid
         dividends, may not exceed $90,000,000) or (b) amend, alter or repeal
the provisions of the Declaration
         or the By-Laws, including this Section12.1, whether by merger,
consolidation or otherwise, so as to
         materially affect any preference, right or power of such shares
of Municipal Preferred to the Holders
         thereof; provided, however, that (i) none of the actions permitted
by the exception to (a) above will be
         deemed to affect such preferences, rights or powers, (ii) a division
of a share of Municipal Preferred
         will be deemed to affect such preferences, rights or powers only if
 the terms of such division adversely
         affect the Holders of shares of Municipal Preferred and (iii) the
 authorization, creation and issuance
         of classes or series of shares ranking junior to shares of Municipal
Preferred with respect to the
         payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up of the
         affairs of the Trust, will be deemed to affect such preferences,
rights or powers only if Moodys or S&P
         is then rating shares of Municipal Preferred and such issuance would,
 at the time thereof, cause the
         Trust not to satisfy the 1940 Act Municipal Preferred Asset Coverage
 or the Municipal Preferred Basic
         Maintenance Amount.  So long as any shares of Municipal Preferred
 are outstanding, the Trust shall not,
         without the affirmative vote or consent of the Holders of at least
 66 2/3% of the shares of Municipal
         Preferred outstanding at the time, in person or by proxy, either in
writing or at a meeting, voting as a
         separate class, file a voluntary application for relief under Federal
 bankruptcy law or any similar
         application under state law for so long as the Trust is solvent and
 does not foresee becoming
         insolvent.  If any action set forth above would adversely affect the
rights of one ore more series (the
         Affected Series) of Municipal Preferred in a manner different from
 any other series of Municipal
         Preferred, the Trust will not approve any such action without the
 affirmative vote or consent of the
         Holders of at least a majority of the shares of each such Affected
 Series outstanding at the time, in
         person or by proxy, either in writing or at a meeting (each such
 Affected Series voting at a separate
         class).

(2)      1940 Act Matters.  Unless a higher percentage is provided for in the
Declaration or these By-laws, (A)
         the affirmative vote of the Holders of at least a majority of the
 Preferred Shares, including Municipal
         Preferred, outstanding at the time, voting as a separate class,
shall be required to approve any
         conversion of the Trust from a closed-end to an open-end investment
 company and (B) the affirmative vote
         of the Holders of a majority of the outstanding Preferred Shares,
 including Municipal Preferred, voting
         as a separate class, shall be required to approve any plan of
reorganization (as such term is used in
         the 1940 Act) adversely affecting such shares.  The affirmative vote
of the Holders of a majority of the
         outstanding Preferred Shares, including Municipal Preferred, voting
 as a separate class, shall be
         required to approve any action not described in the first sentence
 of this paragraph5(c)(ii) requiring
         a vote of security holders of the Trust under Section13(a) of the
1940 Act.  For purposes of the
         foregoing, majority of the outstanding Preferred Shares means (i) 67%
or more of such shares present at
         a meeting, if the Holders of more than 50% of such shares are present
or represented by proxy, or (ii)
         more than 50% of such shares, whichever is less.  In the event a vote
 of Holders of Municipal Preferred
         is required pursuant to the provisions of Section13(a) of the 1940
 Act, the Trust shall, not later than
         ten business Days prior to the date on which such vote is to be
taken, notify Moodys (if Moodys is then
         rating the shares of Municipal Preferred) and S&P (if S&P is then
 rating the shares of Municipal
         Preferred) that such vote is to be taken and the nature of the
action with respect to which such vote is
         to be taken.  The Trust shall, not later than ten Business Days
after the date on which such vote is
         taken, notify Moodys (if Moodys is then rating the shares of
Municipal Preferred) of the results of such
         vote.

(4)      Board May Take Certain Actions Without Shareholder Approval.
 The Board of Trustees, without the vote or
consent of the shareholders of the Trust, may from time to time amend,
 alter or repeal any or all of the
definitions of the terms listed below, or any provision of this Section12.1
of the By-laws viewed by Moodys or
S&P as a predicate for any such definition, and any such amendment,
alteration or repeal will not be deemed to
affect the preferences, rights or powers of shares of Municipal Preferred or
the Holders thereof; provided,
however, that the Board of Trustees receives written confirmation from Moodys
(such confirmation being required
to be obtained only in the event Moodys is rating the shares of Municipal
 Preferred and in no event being
required to be obtained in the case of the definitions of (x) Deposit
Securities, Discounted Value, Receivables
for Municipal Obligations Sold and Other Issues as such terms apply to S&P
Eligible Asset and (y) S&P Discount
Factor, S&P Eligible Asset, S&P Exposure Period, S&P Volatility Factor) and
 S&P (such confirmation being required
to be obtained only in the event S&P is rating the shares of Municipal
Preferred and in no event being required
to be obtained in the case of the definitions of (x)Discounted Value,
Receivables for Municipal Obligations Sold
and Other Issues as such terms apply to Moodys Eligible Asset, and (y
 Moodys Discount Factor, Moodys Eligible
Asset, Moodys Exposure Period and Moodys Volatility Factor) that any such
 amendment, alteration or repeal would
not impair the ratings then assigned by Moodys or S&P, as the case may be,
to shares of Municipal Preferred:

Deposit Securities               Moodys Exposure Period
Discounted Value                        Moodys Volatility Factor
Escrowed Bonds                        1940 Act Cure Date
Market Value              1940 Act Municipal Preferred Asset Coverage
Maximum Potential Gross-up   Payment Liability       Other Issues
Municipal Preferred Basic  Maintenance Amount
Municipal Preferred Basic  Maintenance Cure Date    Receivables for Municipal
   Obligations Sold
Municipal Preferred Basic  Maintenance Report    S&P Discount Factor
Moodys Discount Factor                    S&P Eligible Asset
Moodys Eligible Asset                   S&P Exposure Period
                                         S&P Volatility Factor
                                                  Valuation Date
                                    Volatility Factor

         In addition, the Trust may change its policies to comply with
 changes in rating agency requirements upon
receiving written notification of such changes.  Such changes will be
subject to ratification by the Board of
Trustees.

(5)       Voting Rights Set Forth Herein Are Sole Voting Rights.  Unless
otherwise required by law, these By-laws
or by the Declaration, the Holders of shares of Municipal Preferred shall
 not have any relative rights or
preferences or other special rights other than those specifically set forth
herein.

(6)      No Preemptive Rights or Cumulative Voting.  The Holders of shares of
 Municipal Preferred shall have no
preemptive rights or rights to cumulative voting.

(7)      Voting for Trustees Sole Remedy for Trusts Failure to Pay Dividends.
  In the event that the Trust fails
to pay any dividends on the shares of Municipal Preferred, the exclusive
remedy of the Holders shall be the right
to vote for Trustees pursuant to the provisions of this paragraph5.
(8)      Holders Entitled to Vote.  For purposes of determining any rights
of the Holders to vote on any matter,
whether such right is created by this Section12.1, by the other provisions
of these By-laws or the Declaration,
by statute or otherwise, no Holder shall be entitled to vote any share of
 Municipal Preferred and no share of
Municipal Preferred shall be deemed to be outstanding for the purpose of
voting or determining the number of
shares required to constitute a quorum if, prior to or concurrently with
the time of determination of shares
entitled to vote or shares deemed outstanding for quorum purposes, as the
case may be, the requisite Notice of
Redemption with respect to such shares shall have been mailed as provided
 in paragraph11(c) of this Part I and
the Redemption Price for the redemption of such shares shall have been
deposited in trust with the Auction Agent
for that purpose.  No shares of Municipal Preferred held by the Trust or any
 affiliate of the Trust (except for
shares held by a Broker-Dealer that is an affiliate of the Trust for the
 account of its customers) shall have any
voting rights or be deemed to be outstanding for voting or other purposes.

6.       1940 Act Municipal Preferred Asset Coverage.

         The Trust shall maintain, as of the last Business Day of each month
 in which any share of Municipal
Preferred is outstanding, the 1940 Act Municipal Preferred Asset Coverage.

7.       Municipal Preferred Basic Maintenance Amount.

(1)      So long as shares of Municipal Preferred are outstanding, the Trust
 shall maintain, on each Valuation
Date, and shall verify to its satisfaction that it is maintaining on such
 Valuation Date, (i) S&P Eligible Assets
having an aggregate Discounted Value equal to or greater than the Municipal
 Preferred Basic Maintenance Amount
(if S&P is then rating the shares of Municipal Preferred) and (ii) Moodys
 Eligible Assets having an aggregate
Discounted Value equal to or greater than the Municipal Preferred Basic
Maintenance Amount (if Moodys is then
rating the shares of Municipal Preferred).

(2)      On or before 5:00 P.M., New York City time, on the third Business
Day after a Valuation Date on which
the Trust fails to satisfy the Municipal Preferred Basic Maintenance Amount,
 and on the third Business Day after
the Municipal Preferred Basic Maintenance Cure Date with respect to such
Valuation Date, the Trust shall complete
and deliver to S&P (if S&P is then rating the shares of Municipal Preferred),
 Moodys (if Moodys is then rating
the shares of Municipal Preferred) and the Auction Agent (if either S&P or
 Moodys is then rating the shares of
Municipal Preferred) a Municipal Preferred Basic Maintenance Report as of the
 date of such failure or such
Municipal Preferred Basic Maintenance Cure Date, as the case may be, which
will be deemed to have been delivered
to the Auction Agent if the Auction Agent receives a copy of telecopy, telex
 or other electronic transcription
thereof and on the same day the Trust mails to the Auction Agent for delivery
on the next Business Day the full
Municipal Preferred Basic Maintenance Report.

         The Trust shall also deliver a Municipal Preferred Basic Maintenance
 Report to (i) the Auction Agent (if
either Moodys or S&P is then rating the shares of Municipal Preferred) as of
(A) the fifteenth day of each month
(or, if such day is not a Business Day, the next succeeding Business Day) and
 (B) the last Business Day of each
month, and (ii) S&P, if and when requested for any Valuation Date, on or
before the third Business Day after such
request.  A failure by the Trust to deliver a Municipal Preferred Basic
 Maintenance Report pursuant to the
preceding sentence shall be deemed to be delivery of a Municipal Preferred
Basic Maintenance Report indicating
the Discounted Value for all assets of the Trust is less than the Municipal
 Preferred Basic Maintenance Amount,
as of the relevant Valuation Date.

(3)      As frequently as requested by Moodys (if Moodys is then rating the
shares of Municipal Preferred) or S&P
(if S&P is then rating the shares of Municipal Preferred), the Trust shall
cause the Independent Accountant to
confirm in writing to S&P (if S&P is then rating the shares of Municipal
Preferred), Moodys (if Moodys is then
rating the shares of Municipal Preferred) and the Auction Agent (if either
 S&P or Moodys is then rating the
shares of Municipal Preferred) (i) the mathematical accuracy of the
calculations reflected in such Report and
(ii) that, in such Report , the Trust determined in accordance with this
 paragraph whether the Trust had, at the
time of such request , S&P Eligible Assets (if S&P is then rating the shares
of Municipal Preferred) of an
aggregate Discounted Value at least equal to the Municipal Preferred Basic
 Maintenance Amount and Moodys Eligible
Assets (if Moodys is then rating the shares of Municipal Preferred) of an
 aggregate Discounted Value at least
equal to the Municipal Preferred Basic Maintenance Amount (such confirmation
being herein called the Accountants
Confirmation).

(4)      Within ten Business Days after the date of delivery of a Municipal
Preferred Basic Maintenance Report in
accordance with subparagraph (b) of this paragraph 7 relating to any Valuation
 Date on which the Trust failed to
satisfy the Municipal Preferred Basic Maintenance Amount, and relating to the
 Municipal Preferred Basic
Maintenance Cure Date with respect to such failure to satisfy the Municipal
Preferred Basic Maintenance Amount,
the Trust shall cause the Independent Accountant to provide to S&P (if S&P is
 then rating the shares of Municipal
Preferred), Moodys (if Moodys is then rating the shares of Municipal Preferred)
 and the Auction Agent (if either
S&P or Moodys is then rating the shares of Municipal Preferred) an Accountants
Confirmation as to such Municipal
Preferred Basic Maintenance Report.

(5)      If any Accountants Confirmation delivered pursuant to subparagraph
(c) or (d) of this paragraph7 shows
that an error was made in the Municipal Preferred Basic Maintenance Report for
 a particular Valuation Date for
which such Accountants Confirmation was required to be delivered, or shows
that a lower aggregate Discounted
Value for the aggregate of all S&P Eligible Assets (if S&P is then rating the
shares of Municipal Preferred) or
Moodys Eligible Assets (if Moodys is then rating the shares of Municipal
Preferred), as the case may be, of the
Trust was determined by the Independent Accountant, the calculation or
determination made by such Independent
Accountant shall be final and conclusive and shall be binding on the Trust,
and the Trust shall accordingly amend
and deliver the Municipal Preferred Basic Maintenance Report to S&P (if S&P
is then rating the shares of
Municipal Preferred), Moodys (if Moodys is then rating the shares of Municipal
 Preferred) and the Auction Agent
(if either S&P or Moodys is then rating the shares of Municipal Preferred)
promptly following receipt by the
Trust of such Accountants Confirmation.

(6)      On or before 5:00 p.m., New York City time, on the first Business Day
 after the Date of Original Issue
of any shares of Municipal Preferred, the Trust shall complete and deliver to
S&P (if S&P is then rating the
shares of Municipal Preferred) and Moodys (if Moodys is then rating the shares
 of Municipal Preferred) a
Municipal Preferred Basic Maintenance Report as of the close of business on
such Date of Original Issue.  Within
five Business Days of such Date of Original Issue, the Trust shall cause the
 Independent Accountant to confirm in
writing to S&P (if S&P is then rating the shares of Municipal Preferred) (i)
 the mathematical accuracy of the
calculations reflected in such Report and (ii) that the Discounted Value of
S&P Eligible Assets reflected thereon
equals or exceeds the Municipal Preferred Basic Maintenance Amount reflected
 thereon.

(7)      On or before 5:00 p.m., New York City time, on the third Business
 Day after either (i) the Trust shall
have redeemed Common Shares or (ii) the ratio of the Discounted Value of S&P
 Eligible Assets or the Discounted
Value of Moodys Eligible Assets to the Municipal Preferred Basic Maintenance
 Amount is less than or equal to
105%, the Trust shall complete and deliver to S&P (if S&P is then rating the
 shares of Municipal Preferred) or
Moodys (if Moodys is then rating the shares of Municipal Preferred), as the
 case may be, a Municipal Preferred
Basic Maintenance Report as of the date of either such event.

8.       [Reserved].

9.       Restrictions on Dividends and Other Distributions.

(1)      Dividends on Preferred Shares Other Than Municipal Preferred.
 Except as set forth in the next sentence,
no dividends shall be declared or paid or set apart for payment on the
shares of any class or series of shares of
beneficial interest of the Trust ranking, as to the payment of dividends,
on a parity with shares of Municipal
Preferred for any period unless full cumulative dividends have been or
 contemporaneously are declared and paid on
the shares of each series of Municipal Preferred through its most recent
 Dividend Payment Date.  When dividends
are not paid in full upon the shares of each series of Municipal Preferred
through its most recent Dividend
Payment Date or upon the shares of any other class or series of shares of
 beneficial interest of the Trust
ranking on a parity as to the payment of dividends with shares of Municipal
Preferred through their most recent
respective dividend payment dates, all dividends declared upon shares of
 Municipal Preferred and any other such
class or series of shares of beneficial interest ranking on a parity as to
 the payment of dividends with shares
of Municipal Preferred shall be declared pro rata so that the amount of
 dividends declared per share on shares of
Municipal Preferred and such other class or series of shares of beneficial
 interest shall in all cases bear to
each other the same ratio that accumulated dividends per share on the shares
of Municipal Preferred and such
other class or series of shares of beneficial interest bear to each other
(for purposes of this sentence, the
amount of dividends declared per share of Municipal Preferred shall be based
on the Applicable Rate for such
shares for the Dividend Periods during which dividends were not paid in
full).

(2)      Dividends and Other Distributions With Respect to Common Shares Under
 the 1940 Act.  The Board of
Trustees shall not declare any dividend (except a dividend payable in Common
Shares), or declare any other
distribution, upon the Common Shares, or purchase Common Shares, unless in
every such case the Preferred Shares
have, at the time of any such declaration or purchase, an asset coverage (as
 defined in and determined pursuant
to the 1940 Act) of at least 200% (or such other asset coverage as may in the
future be specified in or under the
1940 Act as the minimum asset coverage for senior securities which are shares
or stock of a closed-end investment
company as a condition of declaring dividends on its common shares or stock)
after deducting the amount of such
dividend, distribution or purchase price, as the case may be.

(3)      Other Restrictions on Dividends and Other Distributions.  For so long
as any share of Municipal
Preferred is outstanding, and except as set forth in subparagraph (a) of this
paragraph9 and paragraph12(c) of
this Part I, (A) the Trust shall not declare, pay or set apart for payment any
 dividend or other distribution
(other than a dividend or distribution paid in shares of, or in options,
 warrants or rights to subscribe for or
purchase, Common Shares or other shares, if any, ranking junior to the shares
of Municipal Preferred as to the
payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up) in respect of
the Common Shares or any other shares of the Trust ranking junior to or on
a parity with the shares of Municipal
Preferred as to the payment of dividends or the distribution of assets upon
dissolution, liquidation or winding
up, or call for redemption, redeem, purchase or otherwise acquire for
 consideration any Common Shares or any
other such junior shares (except by conversion into or exchange for shares
 of the Trust ranking junior to the
shares of Municipal Preferred as to the payment of dividends and the
distribution of assets upon dissolution,
liquidation or winding up), or any such parity shares (except by conversion
 into or exchange for shares of the
Trust ranking junior to or on a parity with Municipal Preferred as to the
 payment of dividends and the
distribution of assets upon dissolution, liquidation or winding up), unless
(i) full cumulative dividends on
shares of each series of Municipal Preferred through its most recently
ended Dividend Period shall have been paid
or shall have been declared and sufficient funds for the payment thereof
deposited with the Auction Agent and
(ii)the Trust has redeemed the full number of shares of Municipal Preferred
required to be redeemed by any
provision for mandatory redemption pertaining thereto, and (B) the Trust
shall not declare, pay or set apart for
payment any dividend or other distribution (other than a dividend or
distribution paid in shares of, or in
options, warrants or rights to subscribe for or purchase, Common Shares or
other shares, if any, ranking junior
to shares of Municipal Preferred as to the payment of dividends and the
distribution of assets upon dissolution,
liquidation or winding up) in respect of Common Shares or any other shares
 of the Trust ranking junior to shares
of Municipal Preferred as to the payment of dividends or the distribution of
 assets upon dissolution, liquidation
or winding up, or call for redemption, redeem, purchase or otherwise acquire
 for consideration any Common Shares
or any other such junior shares (except by conversion into or exchange for
 shares of the Trust ranking junior to
shares of Municipal Preferred as to the payment of dividends and the
 distribution of assets upon dissolution,
liquidation or winding up), unless immediately after such transaction the
 Discounted Value of Moodys Eligible
Assets (if Moodys is then rating the shares of Municipal Preferred) and S&P
Eligible Assets (if S&P is then
rating the shares of Municipal Preferred) would each at least equal the
 Municipal Preferred Basic Maintenance
Amount.

10.      Rating Agency Restrictions.

         For so long as any shares of Municipal Preferred are outstanding
 and Moodys or S&P, or both, are rating
such shares, the Trust will not, unless it has received written confirmation
from Moodys or S&P, or both, as
appropriate, that any such action would not impair the ratings then assigned
by such rating agency to such
shares, engage in any one or more of the following transactions:

(1)      purchase or sell futures contracts, write, purchase or sell options
 on futures contracts or write put
options (except covered put options) or call options (except covered call
options) on portfolio securities except
that the Trust may purchase or sell futures contracts based on the Bond Buyer
 Municipal Bond Index (the Municipal
Index) or United States Treasury Bonds or Notes (Treasury Bonds) and write,
 purchase or sell put and call options
on such contracts (collectively, Hedging Transactions), subject to the
following limitations:

(1)      the Trust will not engage in any Hedging Transaction based on the
 Municipal Index (other than
         transactions which terminate a futures contract or option held by
the Trust by the Trusts taking an
         opposite position thereto (Closing Transactions)), which would cause
the Trust at the time of such
         transaction to own or have sold the least of (A) more than 1,000 out
standing futures contracts based on
         the Municipal Index, (B) outstanding futures contracts based on the
 Municipal Index exceeding in number
         25% of the quotient of the Market Value of the Trusts total assets
 divided by $1,000 or (C) outstanding
         futures contracts based on the Municipal Index exceeding in number
10% of the average number of daily
         open interest futures contracts based on the Municipal Index in the
30 days preceding the time of
         effecting such transaction as reported by The Wall Street Journal.


(2)      the Trust will not engage in any Hedging Transaction based on
Treasury Bonds (other than Closing
         Transactions) which would cause the Trust at the time of such
transaction to own or have sold the lesser
         of (A) outstanding futures contracts based on Treasury Bonds
exceeding in number 50% of the quotient of
         the Market Value of the Trusts total assets divided by $100,000
($200,000 in the case of the two-year
         United States Treasury Note) or (B) outstanding futures contracts
based on Treasury Bonds exceeding in
         number 10% of the average number of daily traded futures contracts
 based on Treasury Bonds in the 30
         days preceding the time of effecting such transaction as reported
 by The Wall Street Journal;

(3)      the Trust will engage in Closing Transactions to close out any
outstanding futures contract which the
         Trust owns or has sold or any outstanding option thereon owned by
the Trust in the event (A) the Trust
         does not have S&P Eligible Assets or Moodys Eligible Assets, as the
 case may be, with an aggregate
         Discounted Value equal to or greater than the Municipal Preferred
 Basic Maintenance Amount on two
         consecutive Valuation Dates and (B) the Trust is required to pay
 Variation Margin on the second such
         Valuation Date;

(4)      the Trust will engage in a Closing Transaction to close out any
outstanding futures contract or option
         thereon in the month prior to the delivery month under the terms of
 such futures contract or option
         thereon unless the Trust holds the securities deliverable under such
terms; and

(5)      when the Trust writes a futures contract or option thereon, it will
 either maintain an amount of cash,
         cash equivalents or fixed-income securities rated BBB or better by
S&P or Moodys, as the case may be for
         S&P purposes and any liquid assets for Moodys purposes, in a
segregated account with the Trusts
         custodian, so that the amount so segregated plus the amount of
Initial Margin and Variation Margin held
         in the account of or on behalf of the Trusts broker with respect to
 such futures contract or option
         equals the Market Value of the futures contract or option, or, in
the event the Trust writes a futures
         contract or option thereon which requires delivery of an underlying
 security, it shall hold such
         underlying security in its portfolio.

         For purposes of determining whether the Trust has S&P Eligible Assets
 or Moodys Eligible Assets, as the

case may be, with a Discounted Value that equals or exceeds the Municipal
Preferred Basic Maintenance Amount, the
Discounted Value of cash or securities held for the payment of Initial Margin
or Variation Margin shall be zero
and the aggregate Discounted Value of S&P Eligible Assets or Moodys Eligible
Assets, as the case may be, shall be
reduced by an amount equal to (I) 30% of the aggregate settlement value, as
marked to market, of any outstanding
futures contracts based on the Municipal Index which are owned by the Trust
plus (II) 25% of the aggregate
settlement value, as marked to market, of any outstanding futures contracts
based on Treasury Bonds which
contracts are owned by the Trust.

(2)      borrow money, except that the Trust may, without obtaining the
written confirmation described above,
borrow money for the purpose of clearing securities transactions if (i) the
 Municipal Preferred Basic Maintenance
Amount would continue to be satisfied after giving effect to such borrowing
 (which shall mean, for purposes of
the calculation of the Municipal Preferred Basic Maintenance Amount, adding
the amount of the liability for such
borrowing to the calculation of the Municipal Preferred Basic Maintenance
Amount under subparagraph (F) under the
definition of that term in Part I of this Section 12.1) and (ii) such
borrowing (A) is privately arranged with a
bank or other person and is evidenced by a promissory note or other evidence
of indebtedness that is not intended
to be publicly distributed or (B) is for temporary purposes, is evidenced by
a promissory note or other evidence
of indebtedness and is an amount not exceeding 5 per centum of the value of
the total assets of the Trust at the
time of the borrowing; for purposes of the foregoing, temporary purpose means
 that the borrowing is to be repaid
within sixty days and is not to be extended or renewed;

(3)      issue additional shares of any series of Municipal Preferred or
any class or series of shares ranking
prior to or on a parity with shares of Municipal Preferred with respect to
the payment of dividends or the
distribution of assets upon dissolution, liquidation or winding up of th
 Trust, or reissue any shares of
Municipal Preferred previously purchased or redeemed by the Trust;

(4)      engage in any short sales of securities;

(5)      lend securities;

(6)      merge or consolidate into or with any corporation;

(7)      change the pricing service (currently both Muller Data Corporation
 and Standard & Poors J.J. Kenny
Evaluation Services are used by the Trust) referred to in the definition of
 Market Value to a pricing service
other than Muller Data Corporation or Standard & Poors J.J. Kenny Evaluation
 Services; or

(8)      enter into reverse repurchase agreements.

11.      Redemption.

(1)      Optional Redemption.

(1)      Subject to the provisions of subparagraph (v) of this subparagraph
 (a), shares of Municipal Preferred of
         any series may be redeemed, at the option of the Trust, as a whole
 or from time to time in part, on the
         second Business Day preceding any Dividend Payment Date for shares
 of such series, out of funds legally
         available therefor, at a redemption price per share equal to the sum
of $25,000 plus an amount equal to
         accumulated but unpaid dividends thereon (whether or not earned or
declared) to (but not including) the
         date fixed for redemption; provided, however, that (1) shares of a
series of Municipal Preferred may not
         be redeemed in part if after such partial redemption fewer than 500
shares of such series remain
         outstanding; (2) unless otherwise provided herein, shares of a series
of Municipal Preferred are
         redeemable by the Trust during the Initial Rate Period thereof only
on the second Business Day next
         preceding the last Dividend Payment Date for such Initial Rate
 Period; and (3) subject to subparagraph
         (ii) of this paragraph, (a) the Notice of Special Rate Period
relating to a Special Rate Period of
         shares of a series of Municipal Preferred, as delivered to the
Auction Agent and filed with the
         Secretary of the Trust, may provide that shares of such series shall
 not be redeemable during the whole
         or any part of such Special Rate Period (except as provided in
subparagraph (iv) of this subparagraph
         (a)) or shall be redeemable during the whole or any part of such
 Special Rate Period only upon payment
         of such redemption premium or premiums as shall be specified therein
(Special Redemption Provisions).

(2)      A Notice of Special Rate Period relating to shares of a series of
Municipal Preferred for a Special Rate
         Period thereof may contain Special Redemption Provisions only if
 the Trusts Board of Trustees, after
         consultation with the Broker-Dealer or Broker-Dealers for such
Special Rate Period of shares of such
         series, determines that such Special Redemption Provisions are in

the best interest of the Trust.
(3)      If fewer than all of the outstanding shares of a series of Municipal
Preferred are to be redeemed
         pursuant to subparagraph (i) of this subparagraph (a), the number
of shares of such series to be
         redeemed shall be determined by the Board of Trustees, and such
shares shall be redeemed pro rata from
         the Holders of shares of such series in proportion to the number
of shares of such series held by such
         Holders.

(4)      Subject to the provisions of subparagraph (v) of this subparagraph
(a), shares of any series of
         Municipal Preferred may be redeemed, at the option of the Trust, as
 a whole but not in part, out of
         funds legally available therefor, on the first day following any
 Dividend Period thereof included in a
         Rate Period consisting of more than 364 Rate Period Days if, on the
 date of determination of the
         Applicable Rate for shares of such series for such Rate Period,
such Applicable Rate equaled or exceeded
         on such date of determination the Treasury Note Rate for such Rate
Period, at a redemption price per
         share equal to the sum of $25,000 plus an amount equal to accumulated
 but unpaid dividends thereon
         (whether or not earned or declared) to (but not including) to the
date fixed for redemption.

(5)      The Trust may not on any date mail a Notice of Redemption pursuant
to subparagraph (c) of this
         paragraph11 in respect of a redemption contemplated to be effected
pursuant to this subparagraph (a)
         unless on such date (a) the Trust has available Deposit Securities
with maturity or tender dates not
         later than the day preceding the applicable redemption date and
having a value not less than the amount
         (including any applicable premium) due to Holders of shares of
Municipal Preferred by reason of the
         redemption of such shares on such redemption date and (b) the
Discounted Value of Moodys Eligible Assets
         (if Moodys is then rating the shares of Municipal Preferred) and
 the Discounted Value of S&P Eligible
         Assets (if S&P is then rating the shares of Municipal Preferred)
each at least equal the Municipal
         Preferred Basic Maintenance Amount, and would at least equal the
Municipal Preferred Basic Maintenance
         Amount immediately subsequent to such redemption if such redemption
 were to occur on such date.  For
         purposes of determining in clause (b) of the preceding sentence
whether the Discounted Value of Moodys
         Eligible Assets at least equals the Municipal Preferred Basic
Maintenance Amount, the Moodys Discount
         Factors applicable to Moodys Eligible Assets shall be determined by
 reference to the first Exposure
         Period longer than the Exposure Period then applicable to the Trust,
 as described in the definition of
         Moodys Discount Factor herein.

(2)      Mandatory Redemption.  The Trust shall redeem, at a redemption price
equal to $25,000 per share plus
accumulated but unpaid dividends thereon (whether or not earned or declared)
to (but not including) the date
fixed by the Board of Trustees for redemption, certain of the shares of
Municipal Preferred, if the Trust fails
to have either Moodys Eligible Assets with a Discounted Value, or S&P
 Eligible Assets with a Discounted Value,
greater than or equal to the Municipal Preferred Basic Maintenance Amount or
 fails to maintain the 1940 Act
Municipal Preferred Asset Coverage, in accordance with the requirements of
the rating agency or agencies then
rating the shares of Municipal Preferred, and such failure is not cured on
or before the Municipal Preferred
Basic Maintenance Cure Date or the 1940 Act Cure Date, as the case may be
 (the Cure Date).  The number of shares
of Municipal Preferred to be redeemed shall be equal to the lesser of (i)
 the minimum number of shares of
Municipal Preferred, together with all other Preferred Shares subject to
redemption or retirement, the redemption
of which, if deemed to have occurred immediately prior to the opening of
 business on the Cure Date, would have
resulted in the Trusts having both Moodys Eligible Assets with a Discounted
Value, and S&P Eligible Assets with a
Discounted Value, greater than or equal to the Municipal Preferred Basic
Maintenance Amount or maintaining the
1940 Act Municipal Preferred Asset Coverage, as the case may be, on such
Cure Date (provided, however, that if
there is no such minimum number of shares of Municipal Preferred and other
 Preferred Shares the redemption or
retirement of which would have had such result, all shares of Municipal
Preferred and Preferred Shares then
outstanding shall be redeemed), and (ii) the maximum number of shares of
 Municipal Preferred, together with all
other Preferred Shares subject to redemption or retirement, that can be
redeemed out of funds expected to be
legally available therefor in accordance with the Declaration, these By-laws
 and applicable law.  In determining
the shares of Municipal Preferred required to be redeemed in accordance with
 the foregoing, the Trust shall
allocate the number required to be redeemed to satisfy the Municipal
 Preferred Basic Maintenance Amount or the
1940 Act Municipal Preferred Asset Coverage, as the case may be, pro rata
among shares of Municipal Preferred and
other Preferred Shares (and, then pro rata among each series of Municipal
Preferred) subject to redemption or
retirement.  The Trust shall effect such redemption on the date fixed by the
Trust therefor, which date shall not
be earlier than 20 days nor later than 40 days after such Cure Date, except
 that if the Trust does not have funds
legally available for the redemption of all of the required number of shares
of Municipal Preferred and other
Preferred Shares which are subject to redemption or retirement or the Trust
 otherwise is unable to effect such
redemption on or prior to 40 days after such Cure Date, the Trust shall
redeem those shares of Municipal
Preferred and other Preferred Shares which it was unable to redeem on the
earliest practicable date on which it
is able to effect such redemption.  If fewer than all of the outstanding
 shares of a series of Municipal
Preferred are to be redeemed pursuant to this subparagraph (b), the number
of shares of such series to be
redeemed shall be redeemed pro rata from the Holders of shares of such
series in proportion to the number of
shares of such series held by such Holders.

(3)      Notice of Redemption.  If the Trust shall determine or be required
 to redeem shares of a series of
Municipal Preferred pursuant to subparagraph (a) or (b) of this paragraph11,
 it shall mail a Notice of
Redemption with respect to such redemption by first class mail, postage
 prepaid, to each Holder of the shares of
such series to be redeemed, at such Holders address as the same appears
on the record books of the Trust on the
record date established by the Board of Trustees.  Such Notice of Redemption
shall be so mailed not less than 20
nor more than 45 days prior to the date fixed for redemption.  Each such
Notice of Redemption shall state:  (i)
the redemption date; (ii) the number of shares of Municipal Preferred to be
 redeemed and the series thereof;
(iii) the CUSIP number for shares of such series; (iv) the Redemption Price;
(v) the place or places where the
certificate(s) for such shares (properly endorsed or assigned for transfer,
if the Board of Trustees shall so
require and the Notice of Redemption shall so state) are to be surrendered
for payment of the Redemption Price;
(vi) that dividends on the shares to be redeemed will cease to accumulate
 on such redemption date; and (vii) the
provisions of this paragraph11 under which such redemption is made.  If
fewer than all shares of a series of
Municipal Preferred held by any Holder are to be redeemed, the Notice of
Redemption mailed to such Holder shall
also specify the number of shares of such series to be redeemed from such
Holder.  The Trust may provide in any
Notice of Redemption relating to an optional redemption contemplated to be
 effected pursuant to subparagraph (a)
of this paragraph11 that such redemption is subject to one or more
conditions precedent and that the Trust shall
not be required such redemption unless each such condition shall have been
 satisfied at the time or times and in
the manner specified in such Notice of Redemption.

(4)      No Redemption Under Certain Circumstances.  Notwithstanding the
 provisions of subparagraphs (a) or (b)
of this paragraph11, if any dividends on shares of a series of Municipal
 Preferred (whether or not earned or
declared) are in arrears, no shares of such series shall be redeemed unless
all outstanding shares of such series
are simultaneously redeemed, and the Trust shall not purchase or otherwise
acquire any shares of such series;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of all outstanding shares of
such series pursuant to the successful completion of an otherwise lawful
purchase or exchange offer made on the
same terms to, and accepted by, Holders of all outstanding shares of such
series.

(5)      Absence of Funds Available for Redemption.  To the extent that any
 redemption for which Notice of
Redemption has been mailed is not made by reason of the absence of legally
 available funds therefor in accordance
with the Declaration, these By-laws and applicable law, such redemption
shall be made as soon as practicable to
the extent such funds become available.  Failure to redeem shares of Municipal
Preferred shall be deemed to exist
at any time after the date specified for redemption in a Notice of Redemption
 when the Trust shall have failed,
for any reason whatsoever, to deposit in trust with the Auction Agent the
Redemption Price with respect to any
shares of which such Notice of Redemption has been mailed; provided, however,
that the foregoing shall not apply
in the case of the Trusts failure to deposit in trust with the Auction Agent
the Redemption Price with respect to
any shares where (1) the Notice of Redemption relating to such redemption
 provided that such redemption was
subject to one or more conditions precedent and (2) any such condition
precedent shall not have been satisfied at
the time or times and in the manner specified in such Notice of Redemption.
  Notwithstanding the fact that the
Trust may not have redeemed shares of Municipal Preferred for which a Notice
of Redemption has been mailed,
dividends may be declared and paid on shares of Municipal Preferred and shall
 include those shares of Municipal
Preferred for which a Notice of Redemption has been mailed.

(6)      Auction Agent as Trustee of Redemption Payments by Trust.  All
moneys paid to the Auction Agent for
payment of the Redemption Price of shares of Municipal Preferred called for
 redemption shall be held in trust by
the Auction Agent for the benefit of Holders of shares so to be redeemed.

(7)      Shares for Which Notice of Redemption Has Been Given Are No Longer
 Outstanding.  Provided a Notice of
Redemption has been mailed pursuant to subparagraph (c) of this paragraph11,
 upon the deposit with the Auction
Agent (on the Business Day next preceding the date fixed for redemption
thereby, in funds available on the next
Business Day in The City of New York, New York) of funds sufficient to
 redeem the shares of Municipal Preferred
that are the subject of such notice, dividends on such shares shall cease to
 accumulate and such shares shall no
longer be deemed to be outstanding for any purpose, and all rights of the
Holders of the shares so called for
redemption shall cease and terminate, except the right of such Holders to
receive the Redemption Price, but
without any interest or other additional amount, except as provided in
 paragraphs2(e)(i) and 3 of this Part I.
Upon surrender in accordance with the Notice of Redemption of the certificates
 for any shares so redeemed
(property endorsed or assigned for transfer, if the Board of Trustees shall
 so require and the Notice of
Redemption shall so state), the Redemption Price shall be paid by the Auction
 Agent to the Holders of shares of
Municipal Preferred subject to redemption.  In the case that fewer than all
 of the shares represented by any such
certificate are redeemed, a new certificate shall be issued, representing the
unredeemed shares, without cost to
the Holder thereof.  The Trust shall be entitled to receive from the Auction
Agent, promptly after the date fixed
for redemption, any cash deposited with the Auction Agent in excess of (i) the
 aggregate Redemption Price of the
shares of Municipal Preferred called for redemption on such date and (ii) all
other amounts to which Holders of
shares of Municipal Preferred called for redemption may be entitled.  Any
funds
 so deposited that are unclaimed
at the end of 90 days from such redemption date shall, to the extent permitted
by law, be repaid to the Trust,
after which time the Holders of shares of Municipal Preferred so called for
redemption may look only to the Trust
for payment of the Redemption Price and all other amounts to which they may be
 entitled.  The Trust shall be
entitled to receive, from time to time after the date fixed for redemption,
 any
interest on the funds so
deposited.

(8)      Compliance With Applicable Law.  In effecting any redemption pursuant
 to this paragraph11, the Trust
shall use its best efforts to comply with all applicable conditions precedent
to effecting such redemption under
the 1940 Act and any applicable StateMassachusetts law, but shall effect no
 redemption except in accordance with
the 1940 Act and any applicable StateplaceMassachusetts law.

(9)      Only Whole Shares of Municipal Preferred May Be Redeemed.  In the
case of any redemption pursuant to
this paragraph11, only whole shares of Municipal Preferred shall be redeemed,
 and in the event that any
provision of the Declaration or these By-laws would require redemption of a
 fractional shares, the Auction Agent
shall be authorized to round up so that only whole shares are redeemed.

12.      Liquidation Rights.

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

(2)      Distributions Upon Liquidation.  Upon the dissolution, liquidation
or winding up of the affairs of the
Trust, whether voluntary or involuntary, the Holders of shares of Municipal
 Preferred then outstanding shall be
entitled to receive and to be paid out of the assets of the Trust available
 for distribution to its shareholders,
before any payment or distribution shall be made on the Common Shares or on
any other class of shares of the
Trust ranking junior to the Municipal Preferred upon dissolution, liquidation
or winding up, an amount equal to
the Liquidation Preference with respect to such shares plus an amount equal
 to all dividends thereon (whether or
not earned or declared) accumulated but unpaid to (but not including) the date
 of final distributions in same-day
funds, together with any payments required to be made pursuant to paragraph3
 of this PartI in connection with
the liquidation of the Trust.  After the payment to the Holders of the shares
of Municipal Preferred of the full
preferential amounts provided for in this subparagraph (b), the holders of
 Municipal Preferred as such shall have
no right or claim to any of  the remaining assets of the Trust.

(3)      Pro Rata Distributions.  In the event the assets of the Trust
 available for distribution to the Holders
of shares of Municipal Preferred upon any dissolution, liquidation, or
winding up of the affairs of the Trust,
whether voluntary or involuntary, shall be insufficient to pay in full all
amounts to which such Holders are
entitled pursuant to subparagraph (b) of this paragraph12, no such
distribution shall be made on account of any
shares of any other class or series of Preferred Shares ranking on a parity
with the shares of Municipal
Preferred with respect to the distribution of assets upon such dissolution,
liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares
 of Municipal Preferred, ratably, in
proportion to the full distributable amounts for which holders of all such
parity shares are respectively
entitled upon such dissolution, liquidation or winding up.

(4)      Rights of Junior Shares.  Subject to the rights of the holders of
shares of any series or class or
classes of shares ranking on a parity with the shares of Municipal Preferred
 with respect to the distribution of
assets upon dissolution, liquidation or winding up of the affairs of the Trust,
 after payment shall have been
made in full to the Holders of the shares of Municipal Preferred as provided
in subparagraph (b) of this
paragraph12, but not prior thereto, any other series or class or classes of
 shares ranking junior to the shares
of Municipal Preferred with respect to the distribution of assets upon
 dissolution, liquidation or winding up of
the affairs of  the Trust shall, subject to the respective terms and
 provisions (if any) applying thereto, be
entitled to receive any and all assets remaining to be paid or distributed,
 and the Holders of the shares of
Municipal Preferred shall not be entitled to share therein.

(5)      Certain Events Not Constituting Liquidation.  Neither the sale of
all or substantially all of the
property or business of the Trust, nor the merger or consolidation of the
 Trust into or with any Massachusetts
business trust or corporation nor the merger or consolidation of any
 Massachusetts business trust or corporation
into or with the Trust shall be a dissolution, liquidation or winding up,
 whether voluntary or involuntary, for
the purposes of this paragraph12.

13.      Miscellaneous.

(1)      Amendment of this Section12.1 to Add Additional Series.
 Subject to the provisions of subparagraph (c)
of paragraph10 of this Part I, the Board of Trustees may, by resolution
 duly adopted, without shareholder
approval (except as otherwise provided by this Section12.1 or required
by applicable law), amend Section12.1 to
(1) reflect any amendment hereto which the Board of Trustees is entitled
 to adopt pursuant to the terms of this
Section12.1 without shareholder approval or (2) add additional series
 of Municipal Preferred or additional
shares of a series of Municipal Preferred (and terms relating thereto)
 to the series and shares of Municipal
Preferred theretofore described thereon.  Each such additional series and
all such additional shares shall be
governed by the terms of this Section12.1.

(2)      [Reserved]


(3)      No Fractional Shares.  No fractional shares of Municipal Preferred
shall be issued.

(4)      Status of Shares of Municipal Preferred Redeemed, Exchanged or
Otherwise Acquired by the Trust.  Shares
of Municipal Preferred which are redeemed, exchanged or otherwise acquired by
the Trust shall return to the
status of authorized and unissued Preferred Shares without designation as to
series.

(5)      Board May Resolve Ambiguities.  To the extent permitted by applicable
law, the Board of Trustees may
interpret or adjust the provisions of this Section12.1 to resolve any
inconsistency or ambiguity or to remedy
any formal defect, and may amend this Section12.1 with respect to any series
 of Municipal Preferred prior to
this issuance of shares of such series.

(6)      Headings Not Determinative.  The headings contained in this
Section12.1 are for convenience of
reference only and shall not affect the meaning or interpretation of this
 Section12.1.

(7)      Notices.  All notices or communications, unless otherwise specified
in the By-Laws of the Trust or this
Section12.1, shall be sufficiently given if in writing and delivered in person
 or mailed by first-class mail,
postage prepaid.


                                PART II

14.      Orders.

(1)      Prior to the Submission Deadline on each Auction Date for shares of
a series of Municipal Preferred:

(1)      each Beneficial Owner of shares of such series may submit to its
 Broker-Dealer by telephone or otherwise
         information as to:

(1)      the number of Outstanding shares, if any, of such series held by
such Beneficial Owner which such
                  Beneficial Owners desires to continue to hold without
 regard to the Applicable Rate for shares
                  of such series for the next succeeding Rate Period of
 such shares;

(2)      the number of Outstanding shares, if any, of such series held by
such Beneficial Owner which such
                  Beneficial Owner offers to sell if the Applicable Rate
 for shares of such series for the next
                  succeeding Rate Period of shares of such series shall be
less than the rate per annum specified
                  by such Beneficial Owner; and/or

(3)      the number of Outstanding shares, if any, of such series held by
 such Beneficial Owner which such
                  Beneficial Owner offers to sell without regard to the
 Applicable Rate for shares of such series
                  for the next succeeding Rate Period of shares of such
series; and


(2)      one or more Broker-Dealers, using lists of Potential Beneficial
Owners, shall in good faith for the
         purpose of conducting a competitive Auction in a commercially
reasonable manner, contact Potential
         Beneficial Owners (by telephone or otherwise), including Persons
that are not Beneficial Owners, on such
         lists to determine the number of shares, if any, of such series
 which each such Potential Beneficial
         Owner offers to purchase if the Applicable Rate for shares of such
series for the next succeeding Rate
         Period of shares of such series shall not be less than the rate per
annum specified by such Potential
         Beneficial Owner.

For purposes hereof, the communication by a Beneficial Owner or Potentia
 Beneficial Owner to a Broker-Dealer, or
by a Broker-Dealer to the Auction Agent, of information referred to in clause
(i)(a), (i)(B), (i)(C), or (ii) of
this subparagraph (a) is hereinafter referred to as an Order and collectively
as Orders and each Beneficial Owner
and each Potential Beneficial Owner placing an Order with a Broker-Dealer,
and such Broker-Dealer placing an
Order with the Auction Agent, is hereinafter referred to as a Bidder and
collectively as Bidders; an Order
containing the information referred to in clause (i)(A) of this subparagraph
(a) is hereinafter referred to as a
Hold Order and collectively as Hold Orders; an Order containing the
 information referred to in clause (i)(B) or
(ii) of this subparagraph (a) is hereinafter referred to as a Bid and
collectively as Bids; and an Order
containing the information referred to in clause (i)(C) of this subparagraph
(a) is hereinafter referred to as a
Sell Order and collectively as Sell Orders.

(2)      (i)  A Bid by a Beneficial Owner or an Existing Holder of shares of
a series of Municipal Preferred
subject to an Auction on any Auction Date shall constitute an irrevocable
offer to sell:

(1)      the number of Outstanding shares of such series specified in such
Bid if the Applicable Rate for shares
                  of such series determined on such Auction Date shall be
less than the rate specified therein;

(2)      such number or a lesser number of Outstanding shares of such series
 to be determined as set forth in
                  paragraph4(a)(iv) of this Part II if the Applicable Rate
 for shares of such series determined
                  on such Auction Date shall be equal to the rate specified
 therein; or

(3)      the number of Outstanding shares of such series specified in such
 Bid if the rate specified therein
                  shall be higher than the Maximum Rate for shares of such
 series, or such number or a lesser
                  number of Outstanding shares of such series to be
determined as set forth in
                  paragraph4(b)(iii) of this Part II if the rate specified
therein shall be higher than the
                  Maximum Rate for shares of such series and Sufficient
 Clearing Bids for shares of such series
                  do not exist.

                  (ii)  A Sell Order by a Beneficial Owner or an Existing
Holder of shares of a series of
         Municipal Preferred subject to an Auction on any Auction Date shall
constitute an irrevocable offer to
         sell:

                           (A)  the number of Outstanding shares of such
series specified in such Sell Order; or

                           (B)  such number or a lesser number of Outstanding
shares of such series as set forth
                  in paragraph4(b)(iii) of this Part II if Sufficient
 Clearing Bids for shares of such series do
                  not exist;

         provided, however, that a Broker-Dealer that is an Existing Holder
 with respect to shares of a series of
         Municipal Preferred shall not be liable to any Person for failing to
 sell such shares pursuant to a Sell
         Order described in the proviso to paragraph2(c) of this Part II if
 (1) such shares were transferred by
         the Beneficial Owner thereof without compliance by such Beneficial
Owner or its transferee Broker-Dealer
         (or other transferee person, if permitted by the Trust) with the
 provisions of paragraph7 of this Part
         II or (2) such Broker-Dealer has informed the Auction Agent pursuant
 to the terms of its Broker-Dealer
         Agreement that, according to such Broker-Dealers records, such
Broker-Dealer believes it is not the
         Existing Holder of such shares.

                  (iii)  A Bid by a Potential Beneficial Holder or a
Potential Holder of shares of a series of
         Municipal Preferred subject to an Auction on any Auction Date
shall constitute an irrevocable offer to
         purchase:

(A)  the number of Outstanding shares of such series specified in such Bid
 if the
                  Applicable Rate for shares of such series determined on
such Auction Date shall be higher than
                  the rate specified therein; or

                           (B)  such number or a lesser number of Outstanding
 shares of such series as set forth
                  in paragraph4(a)(v) of this Part II if the Applicable Rate
 for shares of such series
                  determined on such Auction Date shall be equal to the rate
 specified therein.

(3)      No Order for any number of shares of Municipal Preferred other than
whole shares shall be valid.

15.      Submission of Orders by Broker-Dealers to Auction Agent.

(1)      Each Broker-Dealer shall submit in writing to the Auction Agent
 prior to the Submission Deadline on each
Auction Date all Orders for shares of Municipal Preferred of a series
 subject to an Auction on such Auction Date
obtained by such Broker-Dealer, designating itself (unless otherwise permitted
 by the Trust) as an Existing
Holder in respect of shares subject to Orders submitted or deemed submitted
 to it by Beneficial Owners and as a
Potential Holder in respect of shares subject to Orders submitted to it by
 Potential Beneficial Owners, and shall
specify with respect to each Order for such shares:

(1)      the name of the Bidder placing such Order (which shall be the
Broker-Dealer unless otherwise permitted
         by the Trust);

(2)      the aggregate number of shares of such series that are the subject
of such Order;

(3)      to the extent that such Bidder is an Existing Holder of shares of
 such series:

(1)      the number of shares, if any, of such series subject to any Hold
 Order of such Existing Holder;

(2)      the number of shares, if any, of such series subject to any Bid
 of such Existing Holder and the rate
                  specified in such Bid; and

(3)      the number of shares, if any, of such series subject to any Sell
Order of such Existing Holder; and

(4)      to the extent such Bidder is a Potential Holder of shares of such
 series, the rate and number of shares
         of such series specified in such Potential Holders Bid.

(2)      If any rate specified in any Bid contains more than three figures
 to the right of the decimal point, the
Auction Agent shall round such rate up to the next highest one thousandth
(.001) of 1%.

(3)      If an Order or Orders covering all of the Outstanding shares of
 Municipal Preferred of a series held by
any Existing Holder is not submitted to the Auction Agent prior to the
Submission Deadline, the Auction Agent
shall deem a Hold Order to have been submitted by or on behalf of such
 Existing Holder covering the number of
Outstanding shares of such series held by such Existing Holder and not subject
 to Orders submitted to the Auction
Agent; provided, however, that if an Order or Orders covering all of the
Outstanding shares of such series held
by any Existing Holder is not submitted to the Auction Agent prior to the
Submission Deadline for an Auction
relating to a Special Rate Period consisting of more than 28 Rate Period Days,
the Auction Agent shall deem a
Sell Order to have been submitted by or on behalf of such Existing Holder
covering the number of outstanding
shares of such series held by such Existing Holder and not subject to Orders
submitted to the Auction Agent.

(4)      If one or more Orders of an Existing Holder is submitted to the
 Auction Agent covering in the aggregate
more than the number of Outstanding shares of Municipal Preferred of a series
 subject to an Auction held by such
Existing Holder, such Orders shall be considered valid in the following order
 of priority:

(1)      all Hold Orders for shares of such series shall be considered valid,
but only up to and including in the
         aggregate the number of Outstanding shares of such series held by
such Existing Holder, and if the
         number of shares of such series subject to such Hold Orders exceeds
the number of Outstanding shares of
         such series held by such Existing Holder, the number of shares
 subject to each such Hold Order shall be
         reduced pro rata to cover the number of Outstanding shares of such
 series held by such Existing Holder;

(2)          (A) any Bid for shares of such series shall be considered valid
up to and
                  including the excess of the number of Outstanding shares
of such series held by such Existing
                  Holder over the number of shares of such series subject to
 any Hold Orders referred to in
                  clause (i) above;

                           (B)  subject to subclause (A), if more than one
Bid of an Existing Holder for shares
                  of such series is submitted to the Auction Agent with the
same rate and the number of
                  Outstanding shares of such series subject to such Bids is
greater than such excess, such Bids
                  shall be considered valid up to and including the amount of
such excess, and the number of
                  shares of such series subject to each Bid with the same rate
 shall be reduced pro rata to cover
                  the number of shares of such series equal to such excess;

                           (C)  subject to subclauses (A) and (B), if more
than
 one Bid of an Existing Holder for
                  shares of such series is submitted to the Auction Agent with
 different rates, such Bids shall
                  be considered valid in the ascending order of their
respective rates up to and including the
                  amount of such excess; and

                           (D) in any such event, the number, if any, of
such Outstanding shares of such series
                  subject to any portion of Bids considered not valid in
whole or in part under this clause (ii)
                  shall be treated as the subject of a Bid for shares of
such series by or on behalf of a
                  Potential Holder at the rate therein specified; and

(3)      all Sell Orders for shares of such series shall be considered valid
 up to and including the excess of
         the number of Outstanding shares of such series held by such
Existing Holder over the sum of shares of
         such series subject to valid Hold Orders referred to in clause (i)
 above and valid Bids referred to in
         clause (ii) above.

(5)      If more than one Bid for one or more shares of a series of Municipal
Preferred is submitted to the
Auction Agent by or on behalf of any Potential Holder, each such Bid submitted
 shall be a separate Bid with the
rate and number of shares therein specified.

(6)      Any Order submitted by a Beneficial Owner or a Potential Beneficial
 Owner to its Broker-Dealer, or by a
Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any
 Auction Date, shall be irrevocable.

16.      Determination of Sufficient Clearing Bids, Winning Bid Rate and
 Applicable Rate.

(1)      Not earlier than the Submission Deadline on each Auction Date for
 shares of a series of Municipal
Preferred, the Auction Agent shall assemble all valid Orders submitted or
 deemed submitted to it by the
Broker-Dealers in respect of shares of such series (each such Order as
submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a Submitted Hold
Order, a Submitted Bid or a
Submitted Sell Order, as the case may be, or as a Submitted Order, and
 collectively as Submitted Hold
Orders, Submitted Bids or Submitted Sell Orders, as the case may be, or as
Submitted Orders) and shall
determine for such series:

(1)      the excess of the number of Outstanding shares of such series over
 the number of Outstanding shares of
         such series subject to Submitted Hold Orders (such excess being
hereinafter referred to as the
         Available Municipal Preferred of such series);

(2)      from the Submitted Orders for shares of such series whether:

(1)      the number of Outstanding shares of such series subject to Submitted
 Bids of Potential Holders
                  specifying one or more rates equal to or lower than the
 Maximum Rate for shares of such series;

                  exceeds or is equal to the sum of:

(2)      the number of Outstanding shares of such series subject to
Submitted Bids of Existing Holders specifying
                  one or more rates higher than the Maximum Rate for shares
 of such series; and

(3)      the number of Outstanding shares of such series subject to Submitted
 Sell Orders

                  (in the event such excess or such equality exists (other
 than because the number of shares of
                  such series in subclauses (B) and (C) above is zero because
 all of the Outstanding shares of
                  such series are subject to Submitted Hold Orders), such
 Submitted Bids in subclause (A) above
                  being hereinafter referred to collectively as Sufficient
Clearing Bids for shares of such
                  series); and

(3)      if Sufficient Clearing Bids for shares of such series exist, the
 lowest rate specified in such Submitted
         Bids (the Winning Bid Rate for shares of such series) which if:

(1)      (I)  each such Submitted Bid of Existing Holders specifying such
lowest rate and (II) all other such
                  Submitted Bids of Existing Holders specifying lower rates
 were rejected, thus entitling such
                  Existing Holders to continue to hold the shares of such
 series that are subject to such
                  Submitted Bids; and

(2)      (I) each such Submitted Bid of Potential Holders specifying such
 lowest rate and (II) all other such
                  Submitted Bids of Potential Holders specifying lower rates
 were accepted;
         would result in such Existing Holders described in subclause (A)
above continuing to hold an aggregate
         number of Outstanding shares of such series which, when added to
 the number of Outstanding shares of
         such series to be purchased by such Potential Holders described in
subclause (B) above, would equal not
         less than the Available Municipal Preferred of such series.

(2)      Promptly after the Auction Agent has made the determinations
 pursuant to subparagraph (a) of this
paragraph3, the Auction Agent shall advise the Trust of the Maximum
Rate for shares of the series of Municipal
Preferred for which an Auction is being held on the Auction Date and, based
 on such determination, the Applicable
Rate for shares of such series for the next succeeding Rate Period thereof
 as follows:

(1)      if Sufficient Clearing Bids for shares of such series exist, that
 the Applicable Rate for all shares of
         such series for the next succeeding Rate Period thereof shall be
 equal to the Winning Bid Rate for
         shares of such series so determined;

(2)      if Sufficient Clearing Bids for shares of such series do not exist
(other than because all of the
         Outstanding shares of such series are subject to Submitted Hold
Orders), that the Applicable Rate for
         all shares of such series for the next succeeding Rate Period thereof
shall be equal to the Maximum Rate
         for shares of such series; or

(3)      if all of the Outstanding shares of such series are subject to
Submitted Hold Orders, that the
         Applicable Rate for all shares of such series for the next succeeding
Rate Period thereof shall be as
         set forth in subparagraph (c) of this paragraph3.

(3)      For purposes of subparagraph (b)(iii) of this paragraph3, the
Applicable Rate for shares of such series
for the next succeeding Rate Period of shares of such series shall be equal
to the lesser of the Kenny Index (if
such Rate Period consists of fewer than 183Rate Period Days) or the product
 of (A) (I) the AA Composite
Commercial Paper Rate on such Auction Date for such Rate Period, if such Rate
Period consists of fewer than
183Rate Period Days; (II) the Treasury Bill Rate on such Auction Date for
such Rate Period, if such Rate Period
consists of more than 182 but fewer than 365 Rate Period Days; or (III) the
Treasury Note Rate on such Auction
Date for such Rate Period, if such Rate Period is more than 364Rate Period
 Days (the rate described in the
foregoing clause (A)(I), (II) or (III), as applicable, being referred to
herein as the Benchmark Rate) and (B) 1
minus the maximum marginal regular Federal individual income tax rate
applicable to ordinary income or the
maximum marginal regular Federal corporate income tax rate applicable to
 ordinary income, whichever is greater;
provided, however, that if the Trust has notified the Auction Agent of
its intent to allocate to shares of such
series in such Rate Period any net capital gains or other income taxable
 for Federal income tax purposes (Taxable
Income), the Applicable Rate for shares of such series for such Rate Period
will be (i) if the Taxable Yield Rate
(as defined below) is greater than the Benchmark Rate, then the Benchmark
Rate, or (ii) if the Taxable Yield Rate
is less than or equal to the Benchmark Rate, then the rate equal to the sum
of (x) the lesser of the Kenny Index
(if such Rate Period consists of fewer than 183 Rate Period Days) or the
product of the Benchmark Rate multiplied
by the factor set forth in the preceding clause(B) and (y) the product of
the maximum marginal regular Federal
individual income tax rate applicable to ordinary income or the maximum
marginal regular Federal corporate income
tax applicable to ordinary income, whichever is greater, multiplied by the
Taxable Yield Rate.  For purposes of
the foregoing, Taxable Yield Rate means the rate determined by (a) dividing
the amount of Taxable Income
available for distribution per such share of Municipal Preferred by the
 number of days in the Dividend Period in
respect of which such Taxable Income is contemplated to be distributed, (b)
 multiplying the amount determined in
(a) above by 365 (in the case of a Dividend Period of 7 Rate Period Days)
or 360 (in the case of any other
Dividend Period), and (c) dividing the amount determined in (b) above by
 $25,000.

17.      Acceptance and Rejection of Submitted Bids and Submitted Sell
Orders and Allocation of Shares.  Existing
Holders shall continue to hold the shares of Municipal Preferred that are
subject to Submitted Hold Orders, and,
based on the determinations made pursuant to subparagraph (a) of paragraph3
of this Part II, the Submitted Bids
and Submitted Sell Orders shall be accepted or rejected by the Auction Agent
 and the Auction Agent shall take
such other action as set forth below:

(1)      If Sufficient Clearing Bids for shares of a series of Municipal
Preferred have been made, all Submitted
Sell Orders with respect to shares of such series shall be accepted and,
subject to the provisions of
subparagraphs (d) and (e) of this paragraph4, Submitted Bids with respect to
 shares of such series shall be
accepted or rejected as follows in the following order of priority and all
other Submitted Bids with respect to
shares of such series shall be rejected:

(1)      Existing Holders Submitted Bids for shares of such series specifying
any rate that is higher than the
         Winning Bid Rate for shares of such series shall be accepted, thus
 requiring each such Existing Holder
         to sell the shares of Municipal Preferred subject to such Submitted
 Bids;

(2)      Existing Holders Submitted Bids for shares of such series specifying
 any rate that is lower than the
         Winning Bid Rate for shares of such series shall be rejected, thus
 entitling each such Existing Holder
         to continue to hold the shares of Municipal Preferred subject to
 such Submitted Bids;

(3)      Potential Holders Submitted Bids for shares of such series specifying
any rate that is lower than the
         Winning Bid Rate for shares of such series shall be accepted;

(4)      each Existing Holders Submitted Bid for shares of such series
specifying a rate that is equal to the
         Winning Bid Rate for shares of such series shall be rejected, thus
 entitling such Existing Holder to
         continue to hold the share of Municipal Preferred subject to such
Submitted Bid, unless the number of
         Outstanding shares of Municipal Preferred subject to all such
 Submitted Bids shall be greater than the
         number of shares of Municipal Preferred (remaining shares) in the
 excess of the Available Municipal
         Preferred of such series over the number of shares of Municipal
Preferred subject to Submitted Bids
         described in clauses (ii) and (iii) of this subparagraph (a), in
which event such Submitted Bid of such
         Existing Holder shall be rejected in part, and such Existing Holder
 shall be entitled to continue to
         hold shares of Municipal Preferred subject to such Submitted Bid,
 but only in an amount equal to the
         number of shares of Municipal Preferred of such series obtained by
multiplying the number of remaining
         shares by a fraction, the numerator of which shall be the number of
Outstanding shares of Municipal
         Preferred held by such Existing Holder subject to such Submitted Bid
and the denominator of which shall
         be the aggregate number of Outstanding shares of Municipal Preferred
subject to such Submitted Bids made
         by all such Existing Holders that specified a rate equal to the
Winning Bid Rate for shares of such
         series; and

(5)      each Potential Holders Submitted Bid for shares of such series
specifying a rate that is equal to the
         Winning Bid Rate of shares of such series shall be accepted but
 only in an amount equal to the number of
         shares of such series obtained by multiplying the number of shares
in the excess of the Available
         Municipal Preferred of such series over the number of shares of
 Municipal Preferred subject to Submitted
         Bids described in clauses (ii) through (iv) of this subparagraph
(a) by a fraction, the numerator of
         which shall be the number of Outstanding shares of Municipal
Preferred subject to such Submitted Bids
         and the denominator of which shall be the aggregate number of
 Outstanding shares of Municipal Preferred
         subject to such Submitted Bids made by all such Potential Holders
that specified a rate equal to the
         Winning Bid Rate for shares of such series.

(2)      If Sufficient Clearing Bids for shares of a series of Municipal
Preferred have not been made (other than
because all of the Outstanding shares of such series are subject to Submitted
Hold Orders), subject to the
provisions of subparagraph (d) of this paragraph4, Submitted Orders for
shares of such series shall be accepted
or rejected as follows in the following order of priority and all other
Submitted Bids for shares of such series
shall be rejected:

(1)      Existing Holders Submitted Bids for shares of such series specifying
 any rate that is equal to or lower
         than the Maximum Rate for shares of such series shall be rejected,
thus entitling such Existing Holders
         to continue to hold the shares of Municipal Preferred subject to
 such Submitted Bids;

(2)      Potential Holders Submitted Bids for shares of such series specifying
 any rate that is equal to or lower
         than the Maximum Rate for shares of such series shall be accepted;
 and

(3)      Each Existing Holders Submitted Bid for shares of such series
specifying any rate that is higher than
         the Maximum Rate for shares of such series and the Submitted Sell
Orders for shares of such series of
         each Existing Holder shall be accepted, thus entitling each Existing
 Holder that submitted or on whose
         behalf was submitted any such Submitted Bid or Submitted Sell Order
 to sell the shares of such series
         subject to such Submitted Bid or Submitted Sell Order, but in both
cases only in an amount equal to the
         number of shares of such series obtained by multiplying the number
of shares of such series subject to
         Submitted Bids described in clause (ii) of this subparagraph (b) by
 a fraction, the numerator of which
         shall be the number of Outstanding shares of such series held by
such Existing Holder subject to such
         Submitted Bid or Submitted Sell Order and the denominator of which
 shall be the aggregate number of
         Outstanding shares of such series subject to all such Submitted Bids
and Submitted Sell Orders.

(3)      If all of the Outstanding shares of a series of Municipal Preferred
 are subject to Submitted Hold
Orders, all Submitted Bids for shares of such series shall be rejected.

(4)      If, as a result of the procedures described in clause (iv) or (v)
of subparagraph (a) or clause (iii) of
subparagraph (b) of this paragraph4, any Existing Holder would be entitled or
required to sell, or any Potential
Holder would be entitled or required to purchase, a fraction of a share of a
series of Municipal Preferred on any
Auction Date, the Auction Agent shall, in such manner as it shall determine
in its sole discretion, round up or
down the number of shares of Municipal Preferred of such series to be
 purchased or sold by any Existing Holder or
Potential Holder on such Auction Date as a result of such procedures so that
 the number of shares so purchased or
sold by each Existing Holder or Potential Holder on such Auction Date shall
be whole shares of Municipal
Preferred.

(5)      If, as a result of the procedures described in clause (v) of
paragraph (a) of this paragraph4, any
Potential Holder would be entitled or required to purchase less than a whole
share of series of Municipal
Preferred on any Auction Date, the Auction Agent shall, in such manner as it
shall determine in its sole
discretion, allocate shares of Municipal Preferred of such series for purchase
among Potential Holders so that
only whole shares of Municipal Preferred of such series are purchased on such
 Auction Date as a result of such
procedures by any Potential Holder, even if such allocation results in one or
 more Potential Holders not
purchasing shares of Municipal Preferred of such series on such Auction Date.

(6)      Based on the results of each Auction for shares of a series of
 Municipal Preferred, the Auction Agent
shall determine the aggregate number of shares of such series to be purchased
and the aggregate number of shares
of such series to be sold by Potential Holders and Existing Holders and, with
 respect to each Potential Holder
and Existing Holder, to the extent that such aggregate number of shares to be
 purchased and such aggregate number
of shares to be sold differ, determine to which other Potential Holder(s) or
Existing Holder(s) they shall
deliver, or from which other Potential Holder(s) or Existing Holder(s) they
shall receive, as the case may be,
shares of Municipal Preferred of such series.  Notwithstanding any provision
of the Auction Procedures or the
Settlement Procedures to the contrary, in the event an Existing Holder or
 Beneficial Owner of shares of a series
of Municipal Preferred with respect to whom a Broker-Dealer submitted a Bid to
 the Auction Agent for such shares
that was accepted in whole or in part, or submitted or is deemed to have
submitted a Sell Order for such shares
that was accepted in whole or in part, fails to instruct its Agent Member to
deliver such shares against payment
therefor, partial deliveries of shares of Municipal Preferred that have been
 made in respect of Potential Holders
or Potential Beneficial Owners Submitted Bids for shares of such series that
 have been accepted in whole or in
part shall constitute good delivery to such Potential Holders and Potential
 Beneficial Owners.

(7)      Neither the Trust nor the Auction Agent nor any affiliate of either
 shall have any responsibility or
liability with respect to the failure of an Existing Holder, a Potential
 Holder, a Benefit Owner, a Potential
Beneficial Owner or its respective Agent Member to deliver shares of Municipal
Preferred of any series or to pay
for shares of Municipal Preferred of any series sold or purchased pursuant to
 the Auction Procedures or otherwise.

18.      Notification of Allocations.  Whenever the Trust intends to include
 any net capital gain or other income
taxable for Federal income tax purposes in any dividend on shares of Municipal
 Preferred, the Trust shall, in the
case of a Minimum Rate Period or a Special Rate Period of 28 Rate Period Days
or fewer, and may, in the case of
any other Special Rate Period, notify the Auction Agent of the amount to be so
included not later than the
Dividend Payment Date next preceding the Auction Date on which the Applicable
 Rate for such dividend is to be
established.  Whenever the Auction Agent receives such notice from the Trust,
 it will be required in turn to
notify each Broker-Dealer, who, on or prior to such Auction Date, in accordance
 with its Broker-Dealer Agreement,
will be required to notify its Beneficial Owners and Potential Beneficial
Owners of shares of Municipal Preferred
believed by it to be interested in submitting an Order in the Auction to be
 held on such Auction Date.

19.      Auction Agent.  For so long as any shares of Municipal Preferred
 are outstanding, the Auction Agent,
duly appointed by the Trust to so act, shall be in each case a commercial
bank, trust company or other financial
institution independent of the Trust and its affiliates (which however, may
 engage or have engaged in business
transactions with the Trust or its affiliates) and at no time shall the Trust
 or any of its affiliates act as the
Auction Agent in connection with the Auction Procedures.  If the Auction
Agent resigns or for any reason its
appointment is terminated during any period that any shares of Municipal
Preferred are outstanding, the Board of
Trustees shall use its best efforts promptly thereafter to appoint another
qualified commercial bank, trust
company or financial institution to act as the Auction Agent.  The Auction
 Agents registry of Existing Holders of
shares of a series of Municipal Preferred shall be conclusive and binding
on the Broker-Dealers.  A Broker-Dealer
may inquire of the Auction Agent between 3:00p.m. on the Business Day
preceding an Auction for shares of a
series of Municipal Preferred and 9:30 a.m. on the Auction Date for such
Auction to ascertain the number of
shares of a series in respect of which the Auction Agent has determined such
 Broker-Dealer to be an Existing
Holder.  If such Broker-Dealer believes it is the Existing Holder of fewer
shares of such series than specified
by the Auction Agent in response to such Broker-Dealers inquiry, such
Broker-Dealer may so inform the Auction
Agent of that belief.  Such Broker-Dealer shall not, in its capacity as
 Existing Holder of shares of such series,
submit Orders in such Auction in respect of shares of such series covering
in the aggregate more than the number
of shares of such series specified by the Auction Agent in response to such
 Broker-Dealers inquiry.

20.      Transfer of Shares of Municipal Preferred.  Unless otherwise
permitted by the Trust, a Beneficial Owner
or an Existing Holder may sell, transfer or otherwise dispose of shares of
Municipal Preferred only in whole
shares and only pursuant to a Bid or Sell Order placed with the Auction
Agent in accordance with the procedures
described in this Part II or to a Broker-Dealer; provided, however, that (a) a
 sale, transfer or other
disposition of shares of Municipal Preferred from a customer of a Broker-Dealer
 who is listed on the records of
that Broker-Dealer as the holder of such shares to that Broker-Dealer or
 another customer of that Broker-Dealer
shall not be deemed to be a sale, transfer or other disposition for purposes
of this paragraph7 if such
Broker-Dealer remains the Existing Holder of the shares so sold, transferred
 or disposed of immediately after
such sale, transfer or disposition and (b) in the case of all transfers other
 than pursuant to Auctions, the
Broker-Dealer (or other Person, if permitted by the Trust) to whom such
transfer is made shall advise the Auction
Agent of such transfer.

21.      Global Certificate.  Prior to the commencement of a Voting Period,
(i) all of the shares of a series of
Municipal Preferred outstanding from time to time shall be represented by one
global certificate registered in
the name of the Securities Depository or its nominee and (ii)no registration
of transfer of shares of a series
of Municipal Preferred shall be made on the books of the Trust to any Person
other than the Securities Depository
or its nominee.

                                                     Article 13.
                                                    Amendments

         Except as otherwise expressly stated herein, these By-Laws may be
amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any meeting of the
 Trustees, or by one or more writings
signed by such a majority.


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