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<SEC-DOCUMENT>0000912938-08-000417.txt : 20080729
<SEC-HEADER>0000912938-08-000417.hdr.sgml : 20080729
<ACCEPTANCE-DATETIME>20080729171834
ACCESSION NUMBER:		0000912938-08-000417
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 INVESTMENT GRADE MUNICIPAL TRUST
		CENTRAL INDEX KEY:			0000847411
		IRS NUMBER:				043046360
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05785
		FILM NUMBER:		08976706

	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 INVESTMENT GRADE MUNICIPAL TRUST
		DATE OF NAME CHANGE:	19920703
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SIGNATURE   ELLEN MOYNIHAN
TITLE       ASSISTANT TREASURER

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<TEXT>





February 26, 2008
As Amended dateYear00Day13Month12lstrans12/13/00  Article 12,
Section 12.10(a)(v)
As Amended  dateYear01Day13Month2lstrans2/13/01  Article 2.1
As Amended  dateYear01Day8Month5lstrans5/8/01  Article 2.1
As Amended  dateYear01Day20Month6lstrans6/20/01  Article 2.1;
Article 4.6
As Amended, dateYear03Day9Month12lstrans12/9/03  Article 12,
 Part II
As Amended  dateYear04Day11Month8lstrans8/11/04  Article 3.3;
Article 4.5; Article 4.8
As Amended  2/7/07  Article2.1
As Amended 6/29/07 Article 4 and Name
As Amended 12/18/2007  Article 2
As Amended 2/26/2008  Article 7

                     AMENDED stocktickerAND RESTATED BYstocktickerLAWS
                                               OF
                                  MFS INVESTMENT GRADE MUNICIPAL TRUST


Article 1.
               Agreement and Declaration of Trust and Principal Office

1.1.      Agreement and Declaration of Trust.  These ByLaws shall be subject
 to the Agreement and Declaration of Trust, as from time
to time in effect (the Declaration of Trust), of MFS Investment Grade
 Municipal Trust, a Massachusetts business trust established by
the Declaration of Trust (the Trust).

1.2.      Principal Office of the Trust.  The principal office of the Trust
 shall be located in 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 fortyfive (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 fortyfive (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 SK or paragraph (b) of Item 22 of Rule 14a101 (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 13d3 and 13d5 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, at least one of whom shall be a
Trustee of the Trust.

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

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



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

3.4.      Notice.  It shall be sufficient notice to a Trustee to send
 notice by mail at least fortyeight hours or by telegram at
least twentyfour 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 twentyfour
 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 onethird of the Trustees
 then in office shall constitute a quorum; provided,
however, a quorum shall not be less than two unless the number of Trustees
 then in office shall be one.  Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held
as adjourned without further notice.

Article 4.
                                          Officers and Agents

4.1.      Enumeration; Qualification.  The officers of the Trust shall be a
president, a treasurer and a secretary who shall be
elected by the Trustees.  In addition, there shall be 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 38a1 (or any
successor rule) thereunder, as such rule may be amended from time to time
 (Rule 38a1).  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
ByLaws.  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 ByLaws, 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 38a1, 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 ByLaws.  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 38a1.  Each other officer shall hold
office at the pleasure of the Trustees.  Each agent shall retain his or her
 authority at the pleasure of the Trustees.

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

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

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

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




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


         4.8   Board Chair.  The Trustees shall annually elect one of their
number to serve as their chair.  The board chair shall
hold such position until his or her successor is chosen and qualified, or
until he or she sooner dies, resigns, is removed or becomes
disqualified.  The board chair shall hold such position at the pleasure o
 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 38a1.  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 ByLaws.

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 o
wnership 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 tha
n 90 days before the date of any meeting of shareholders
or the date for the payment of any dividend or making of any other
distribution to shareholders, as the record date for determining
the shareholders having the right to notice and to vote at such meeting and
 any adjournment thereof or the right to receive such
dividend or distribution, and in such case only shareholders of record on
such record date shall have such right, notwithstanding any
transfer of shares on the books of the Trust after the record date; or withou
t 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 flatfaced circular die with the word
Massachusetts together with the name of the Trust and the year of its
organization, cut or engraved thereon; but, unless otherwise
required by the Trustees, the seal shall not be necessary to be placed on,
 and its absence shall not impair the validity of, any
document, instrument or other paper executed and delivered by or on behalf
of the Trust.

Article 10.
                                                     Execution of Papers

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

Article 11.
                                                              Fiscal Year

         Except as from time to time otherwise provided by the Trustees,
 the fiscal year of the Trust shall end on December 31.





Article 12.
                                                     Shares of Beneficial
 Interest

         The Trust has an unlimited number of common shares, without par
value, which may be issued from time to time by the Trustees
of the Trust.  The Trust also has a class of 2,400 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 M:  A series of 2,400 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, Series M and is referred to below as Series M Municipal
Preferred.  Each share of Series M Municipal Preferred
shall be issued on dateYear1999Day26Month8lstransAugust 26, 1999; have an
 Applicable Rate for its Initial Rate Period equal to 3.40%
per annum; have an initial Dividend Payment Date of Tuesday, dateYear
1999Day31Month8lstransAugust 31, 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 Part I and Part II of
 this Section 12.1.  Series M 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 Bylaws to authorize the issuance of another series of
Municipal Preferred so long as such issuance is permitted by paragraph 5 of
Part I of this Section 12.1.

1.       Definitions  Unless the context or use indicates another or
different meaning or intent, in Part I and Part II of this
Section 12.1 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 30day 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 sevenday 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
60day rate; (2) 70 or more but fewer than 85 Rate Period
Days, the arithmetic average of the interest equivalent of the 60day an
d 90day rates; (3) 85 or more but fewer than 99 Rate Period
Days, the interest equivalent of the 90day rate; (4) 99 or more but fewer
than 120 Rate Period Days, the arithmetic average of the
interest equivalent of the 90day and 120day rates; (5) 120 or more but
 fewer than 141 Rate Period Days, the interest equivalent of
the 120day rate; (6) 141 or more but fewer than 162 Rate Period Days, the
 arithmetic average of the interest equivalent of the 120day
and 180day rates; and (7) 162 or more but fewer than 183 Rate Period Days,
 the interest equivalent of the 180day rate, in each case
on commercial paper placed on behalf of issuers whose corporate bonds are
rated 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 onethousandth (.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 Part I of this Section 12.1.

         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 BrokerDealer 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 Part I of this Section 12.1.

         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 Section 12.1.

         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 Section 12.1.

         Available Municipal Preferred shall have the meaning specified in
 paragraph 3(a) of Part II of this Section 12.1.

         Benchmark Rate shall have the meaning specified in paragraph 3(c)
of Part II of this Section 12.1.

         Beneficial Owner with respect to shares of a series of Municipal
Preferred, means a customer of a BrokerDealer who is listed
on the records of that BrokerDealer (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 Part II of this Section 12.1.

         Bidder and Bidders shall have the respective meanings specified in
 paragraph 1(a) of Part II of this Section 12.1; provided,
however, that neither the Trust nor any affiliate thereof shall be permitte
 to be a Bidder in an Auction, except that any
BrokerDealer that is an affiliate of the Trust may be a Bidder in an Auction,
 but only if the Orders placed by such BrokerDealer are
not for its own account.

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

         BrokerDealer shall mean any brokerdealer, commercial bank or other
entity permitted by law to perform the functions required
of a BrokerDealer in Part II of this Section 12.1, 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 BrokerDealer Agreement that remains
effective.

         BrokerDealer Agreement shall mean an agreement among the Trust,
the Auction Agent and a BrokerDealer pursuant to which such
BrokerDealer agrees to follow the procedures specified in Part II of this
 Section 12.1.

         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.

         Bylaws means these Amended and Restated Bylaws 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 Incorporated 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 paragraph 11(b)
 of Part I of this Section 12.1.

         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 dateYear1989Day16Month3lstransMarch 16, 1989 of the
Trust, as amended by Amendment No. 1 dated dateYear1999Day30Month7lst
ransJuly 30, 1999 to the Agreement and Declaration of Trust of
the Trust, both on file with the Secretary 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 A1+ or SP1+ by S&P, except that, for purposes of
subparagraph (a)(v) of paragraph 11 of Part I of this Section 12.1, such
 Municipal Obligations shall be considered Deposit Securities
only if they are also rated P1, stocktickerMIG1 or VMIG1 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 Section 12.1.

         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 BrokerDealer (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.

         Grossup 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 aftertax returns
(taking into account both the Taxable Allocations and the Grossup Payment)
to be equal to the aftertax return the Holder would have
received if no such Taxable Allocations had occurred.  Such Grossup 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 Grossup 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 paragraph 1(a) of Part II of this Section 12.1.

         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 360day basis of a
 discount basis security which is equal to the yield on an
equivalent interestbearing 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 shortterm 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 ShortTerm Municipal Bond
Rate.

         Late Charge shall have the meaning specified in paragraph 2(e)(i)
(B) of Part I of this Section 12.1.

         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 Grossup Payment Liability, as of any Valuation
 Date, shall mean the aggregate amount of Grossup 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
 Grossup 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 Section 12.1, 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 thenending 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 thenending Rate Period of shares of such
 series, if such thenending 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 thenending
                  Rate Period of shares of such series, if such thenending
 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 Section 12.1, the product of (A) the
         highest of (1) the Reference Rate on such Auction Date for a Rate
Period equal in length to the thenending Rate Period of
         shares of such series, if such thenending 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 thenending
Rate Period of shares of such series, if such thenending
         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)stocktickerMSP1+****     Unrated*****
7 weeks                 151%     159%     166%     173%      187%
 136%           148%         225%
8 weeks or less but
9 weeks or less but     156      163      170      177       192
   138            150          240

..........*        Moodys rating.
..........**       Municipal Obligations not rated by Moodys but rated BBB
 by S&P.
         ***      Municipal Obligations rated stocktickerMIG1 or VMIG1,
which do not mature or have a demand feature at par
                  exercisable in 30 days and which do not have a longterm
rating.
         ****     Municipal Obligations not rated by Moodys but rated SP1+
 by S&P, which do not mature or have a demand feature at par
                  exercisable in 30 days and which do not have a longterm
 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 shortterm Municipal Obligations will be 115%, so long as
such Municipal Obligations are rated at least stocktickerMIG1, VMIG1
or P1 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 A1+/AA or SP1+/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 shortterm 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 BBBrated 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 Arated 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 AArated 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 thirdparty
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 BBBrated 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 Arated 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 AArated
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 stocktickerMIG1,
 VMIG1 or P1 or, if not rated by Moodys, rated A1+/Aa or
SP1+/AA by S&P, shall be considered to have a longterm 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 longterm debt rating of at least A2 and a shortterm
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 Part I of
this Section 12.1.

         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 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 N2 as filed
with the Securities and Exchange Commission on dateYear1999Day20Month8l
stransAugust 20, 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 Part I of this Section
 12.1 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
 Part I of this Section 12.1 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 the 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
Grossup 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 Section 12.1) 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, shortterm Municipal Obligations rated
stocktickerMIG1, VMIG1 or P1, and shortterm 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, shortterm municipal securities rated A1+ or SP1+ and
mature or have a demand feature exercisable in 30 days or less, and
shortterm 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 paragraph 7(a) of Part I of this
 Section 12.1) 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 Part I of this Section 12.1) 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 closedend 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
paragraph 11(c) of Part I of this Section 12.1.

         Notice of Special Rate Period shall mean any notice with respect
 to a Special Rate Period of shares of Municipal Preferred
pursuant to paragraph 4(d)(i) of Part I of this Section 12.1.

         Order and Orders shall have the respective meanings specified in
 paragraph 1(a) of Part II of this Section 12.1.

         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
BrokerDealer 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 BrokerDealer (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 greater of 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.

         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 paragraph 2(d) of Part I of
 this Section 12.1 or paragraph 4(b) of Part I of this
Section 12.1.

         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 longterm
 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
Section 12.1.

         Reference Rate shall mean (i) the higher of the Taxable Equivalent
of the ShortTerm 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
McGrawHill 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**        Zeros***

45 Business Days..........................................    190%     195%
    210%   250%      220%     572%
25 Business Days..........................................    170      175
    190    230       220      496
10 Business Days..........................................    155      160
    175    215       220      426
  7 Business Days.........................................    150      155
    170    210       220      411
  3 Business Days.........................................    130      135
    150    190       220      388
______________
*      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.

***    Municipal Obligations rated stocktickerAAA by S&P which are not
 interest bearing or do not pay interest at least semiannually.

         Notwithstanding the foregoing, (i) the S&P Discount Factor for
 shortterm Municipal Obligations will be 115%, so long as such
Municipal Obligations are rated A1+ or SP1+ by S&P and mature or have a
demand feature exercisable within 30 days or less, 120% if
such Municipal Obligations are rated A1 or SP1 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 VMIG1,
 P1 or stocktickerMIG1 by Moodys; provided, however, that any
such Moodysrated shortterm 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 shortterm rating of at least A1+
from SP; and further provided that such Moodysrated shortterm Municipal
 Obligations may comprise no more than 50% of shortterm
Municipal Obligations that qualify as S&P Eligible Assets; (ii) no S&P
Discount Factor will be applied to cash, options and similar
instruments or to Receivables for Municipal Obligations Sold, except
that S&P Discount Factors will be applied to futures and Inverse
Floaters; 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 SP1+ or, if not rated by S&P, rated stocktickerMIG1 or

VMIG1 by Moodys, which do not mature or have a demand feature at
par exercisable in 30 days and which do not have a longterm rating,
 shall be considered to be shortterm 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 semiannually; (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 $20 million or, if of an issue
with an original issue size below $20 million (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 or 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 by S&P
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)  Longterm 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 semiannually 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
Part I of this Section 12.1.

         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 paragraph 1(a) of Part II of this Section 12.1.

         Special Rate Period, with respect to shares of a series of Municipal
 Preferred, shall have the meaning specified in
paragraph 4(a) of Part I of this Section 12.1.

         Special Redemption Provisions shall have the meaning specified in
paragraph 11(a)(i) of Part I of this Section 12.1.

         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 BrokerDealers 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 paragraph 3(a) of Part II of this
Section 12.1.

         Submitted Hold Order and Submitted Hold Orders shall have the
 respective meanings specified in paragraph 3(a) of Part II of
this Section 12.1.

         Submitted Order and Submitted Orders shall have the respective
meanings specified in paragraph 3(a) of Part II of this
Section 12.1.

         Submitted Sell Order and Submitted Sell Orders shall have the
 respective meanings specified in paragraph 3(a) of Part II of
this Section 12.1.

         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
paragraph 3(a) of Part II of this Section 12.1.

         Taxable Allocation shall have the meaning specified in paragraph 3
of Part I of this Section 12.1.

         Taxable Equivalent of the ShortTerm 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 30day yield
evaluations at par of shortterm 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
Section 57(a)(5) of the Code, or successor provisions, for
purposes of the alternative minimum tax, divided by (B) 1.00 minus the greater
 of 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); 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
ShortTerm 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 greater of 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).

         Taxable Income shall have the meaning specified in paragraph 3(c)
of Part II of this Section 12.1.

         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 or 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
StateStateU.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 Part I of this Section12.1.

         Winning Bid Rate shall have the meaning specified in paragraph 3(a)
of Part II of this Section 12.1.

2.       Dividends.

(a)      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.

(b)      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 Bylaws
and applicable law, cumulative cash dividends at the Applicable Rate for
shares of such series, determined as set forth in
subparagraph (e) of this paragraph 2, and no more (except to the extent set
forth in paragraph 3 of Part I of this Section 12.1),
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.

(c)      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.

(d)      Dividend Payment Dates and Adjustments Thereof.  The Dividend Payment
 Dates with respect to shares of a series of Municipal
Preferred shall be Tuesday, StateAugust 31, 1999 and each Tuesday thereafter
 with respect to shares of Series M Municipal Preferred;
provided, however, that

                  (i)  (A)  if the Tuesday on which dividends would otherwise
 be payable on shares of Series M Municipal Preferred is
         not a Business Day, then such dividends shall be payable on shares
 of such series on the first Business Day that falls after
         such Tuesday; and

                  (ii)  notwithstanding the foregoing provisions of this
 paragraph 2(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 Part I of this
         Section 12.1.

(e)      Dividend Rates and Calculation of Dividends.

                  (i)  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
         Part I of this Section 12.1.  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 paragraph 2 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 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 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
paragraph 11(c) of Part I of this Section 12.1, 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 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); 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 paragraph 2 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).

                  (ii)  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.

(f)      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 paragraph 2, 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 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
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.

(g)      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.

(h)      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 paragraph 2.  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.

(i)      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.

(j)      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.

(k)      Dividends Designated as ExemptInterest Dividends.  Dividends on
shares of Municipal Preferred shall be designated as
exemptinterest dividends up to the amount of taxexempt income of the Trust,
to the extent permitted by, and for purposes of,
Section 852 of the Code.

3.       Grossup 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 Bylaws and applicable law, dividends in an amount
equal to the aggregate Grossup Payments as follows:

(a)      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 paragraph 5 of Part II of this Section 12.1
 (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 Grossup 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.

(b)      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 Grossup 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.

(c)      No Grossup Payments In the Event of a Reallocation.  The Trust shall
 not be required to make Grossup 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.

(a)      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 paragraph 4.  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 paragraph 11(c) of
Part I of this Section 12.1 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.

(b)      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 Tuesday that is
a Business Day, then the Trust shall designate such Subsequent Rate Period
as a Special Rate Period consisting of the period
commencing at the end of the immediately preceding Rate Period and ending
 on the first Monday that is followed by a Tuesday that is a
Business Day preceding what would otherwise be such last day, in the case
 of Series M Municipal Preferred.

(c)      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 paragraph 4, 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 firstclass 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.

(d)      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 paragraph 4 (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:

                  (i)  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

                  (ii)  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.

(e)      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 paragraph 4 (and, in the case of the
 notice described in subparagraph (d)(i) of this
paragraph 4, 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 paragraph 4.  In
the event the Trust delivers to the Auction Agent a notice described in
subparagraph (d)(i) of this paragraph 4, 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 paragraph 4, 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.

(a)      One Vote Per Share of Municipal Preferred.  Except as otherwise
 provided in the Declaration, this paragraph 5 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 paragraph 5, 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.



(b)      Voting For Additional Trustees.

                  (i)  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 onevotepershare 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).

                  (ii)  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 paragraph 5, 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 paragraph 5 on
 a onevotepershare basis.

                  (iii)  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.

                  (iv)  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 paragraph
5 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 paragraph 5 shall
 cease, subject to the provisions of the last sentence of
         subparagraph (b)(i) of this paragraph 5.

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

                  (i)  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
 paragraph 10(c) of Part I of this Section 12.1, 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
         $60,000,000) or (b) amend, alter or repeal the provisions of the
 Declaration or the ByLaws, including this Section 12.1,
         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.

                  (ii)  1940 Act Matters.  Unless a higher percentage is
provided for in the Declaration or these Bylaws, (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 closedend to an
         openend 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 paragraph 5(c)(ii)
 requiring a vote of security holders of the Trust
         under Section 13(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 Section 13(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) and S&P (if S&P is
         then rating the shares of Municipal Preferred) of the results of such
 vote.

                  (iii)  Separate Vote by Series.  To the extent permitted by
 the 1940 Act, with respect to actions set forth in
         paragraph 5(c)(i) and paragraph 5(c)(ii) above (including amendment,
 alteration or repeal of the provisions of the
         Declaration of Trust or the ByLaws, whether by merger, consolidation
 or otherwise) that would adversely affect the rights of
         one or more series of Municipal Preferred (the Affected Series) 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 proxy, either in writing or at a
         meeting (each such Affected Series voting as a separate class).

(d)      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 Section 12.1 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 (i) 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 and S&P Volatility
Factor) and (ii) 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:


                                                                  119
         Deposit Securities
         Discounted Value
         Escrowed Bonds
         Market Value
         Maximum Potential Grossup Payment Liability
              Municipal Preferred Basic Maintenance Amount
         Municipal Preferred Basic Maintenance Cure Date
         Municipal Preferred Basic Maintenance Report
         Moodys Discount Factor
         Moodys Eligible Asset


         Moodys Exposure Period
         Moodys Volatility Factor
         1940 Act Cure Date
         1940 Act Municipal Preferred Asset Coverage
         Other Issues

         Receivables for Municipal Obligations Sold
         S&P Discount Factor
         S&P Eligible Asset
         S&P Exposure Period
         S&P Volatility Factor
         Valuation Date
         Volatility Factor

119658                                               66
         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.

(e)       Voting Rights Set Forth Herein Are Sole Voting Rights.  Unless
 otherwise required by law, these Bylaws 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.

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

(g)      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 paragraph 5.

(h)      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 Section 12.1, by the other provisions of these Bylaws 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 paragraph 11(c) of Part I of this Section 12.1 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 BrokerDealer 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.

(i)      Notwithstanding any provision of these ByLaws to the contrary,
neither the Holders of Municipal Preferred, nor the Holders
of any one or more series thereof, shall be entitled to vote as a separate
class with respect to any matter, if such separate class
vote is prohibited by the 1940 Act.

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.

(a)      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).

(b)      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 and Moodys, 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.

(c)      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 (and in such randomly
selected 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).

(d)      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.

(e)      If any Accountants Confirmation delivered pursuant to subparagraph
(c) or (d) of this paragraph 7 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.

(f)      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.

(g)      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.

(a)      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).

(b)      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 closedend
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.

(c)      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 paragraph 9 and paragraph
12(c) of Part I of this Section 12.1, (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:

(a)      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:

                  (i)  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 outstanding 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.

                  (ii)  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 a twoyear 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;

                  (iii)  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;

                  (iv)  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

                  (v)  when the Trust writes a futures contract or option
thereon, it will either maintain an amount of cash, cash
         equivalents or fixedincome 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.

(b)      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% 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;

(c)      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 the Trust, or reissue any shares of Municipal
Preferred previously purchased or redeemed by the Trust;

(d)      engage in any short sales of securities;

(e)      lend securities;

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

(g)      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

(h)      enter into reverse repurchase agreements.

11.      Redemption.

(a)      Optional Redemption.

                  (i)  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 subparagraph (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).

                  (ii)  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
         BrokerDealer or BrokerDealers for such Special Rate Period of shares
of such series, determines that such Special Redemption
         Provisions are in the best interest of the Trust.

                  (iii)  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.

                  (iv)  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.

                  (v)  The Trust may not on any date mail a Notice of
 Redemption pursuant to subparagraph (c) of this paragraph 11 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.

(b)      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
Bylaws 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.

(c)      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 paragraph 11, 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 paragraph 11 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 paragraph 11 that such redemption
is subject to one or more conditions precedent and that the Trust shall not
 be required to make 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.

(d)      No Redemption Under Certain Circumstances.  Notwithstanding the
 provisions of subparagraphs (a) or (b) of this paragraph 11,
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.

(e)      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 Bylaws 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 occur if at any time after
the date specified for redemption in a Notice of
Redemption 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.

(f)      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.

(g)      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 paragraph 11, 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 Part I of this Section 12.1.  Upon surrender
in accordance with the Notice of Redemption of the certificates for any shares
 so redeemed (properly 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.

(h)      Compliance With Applicable Law.  In effecting any redemption pursuant
 to this paragraph 11, 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
StateStateMassachusetts law.

(i)      Only Whole Shares of Municipal Preferred May Be Redeemed.  In the
case of any redemption pursuant to this paragraph 11, only
whole shares of Municipal Preferred shall be redeemed, and in the event that
 any provision of the Declaration or these Bylaws would
require redemption of a fractional share, the Auction Agent shall be
authorized to round up so that only whole shares are redeemed.

12.      Liquidation Rights.

(a)      Ranking.  The shares of a series of Municipal Preferred shall ran
 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.

(b)      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 sameday funds, together with any payments required to be made pursuant to
 paragraph 3 of Part I of this Section 12.1 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.

(c)      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
paragraph 12, 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.

(d)      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.

(e)      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
paragraph 12.

13.      Miscellaneous.

(a)      Amendment of this Section 12.1 to Add Additional Series.  Subject
 to the provisions of subparagraph (c) of paragraph 10 of
Part I of this Section 12.1, the Board of Trustees may, by resolution duly
 adopted, without shareholder approval (except as otherwise
provided by this Section 12.1 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 Section 12.1.

(b)      [Reserved]

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

(d)      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.

(e)      Board May Resolve Ambiguities.  To the extent permitted by
applicable law, the Board of Trustees may interpret or adjust the
provisions of this Section 12.1 to resolve any inconsistency or ambiguity or
 to remedy any formal defect, and may amend this
Section 12.1 with respect to any series of Municipal Preferred prior to this
 issuance of shares of such series.

(f)      Headings Not Determinative.  The headings contained in this
Section 12.1 are for convenience of reference only and shall not
affect the meaning or interpretation of this Section12.1.

(g)      Notices.  All notices or communications, unless otherwise specified
 in these ByLaws or this Section 12.1, shall be
sufficiently given if in writing and delivered in person or mailed by
firstclass mail, postage prepaid.

                                                                PART II

1.       Orders.

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

                  (i)  each Beneficial Owner of shares of such series may
submit to its BrokerDealer by telephone or otherwise
         information as to:

                           (A)  the number of Outstanding shares, if any,
of such series held by such Beneficial Owner which such
                  Beneficial Owner 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;

                           (B)  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

                           (C)  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

                  (ii)  one or more BrokerDealers, 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 Potential
Beneficial Owner to a BrokerDealer, or by a BrokerDealer 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 BrokerDealer, and such BrokerDealer 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.

(b)      (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:

                           (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 less than the rate specified therein;

                           (B)  such number or a lesser number of
 Outstanding shares of such series to be determined as set forth in
                paragraph 4(a)(iv) of Part II of this Section 12.1
 if the Applicable Rate for shares of such series determined on such
                Auction Date shall be equal to the rate specified therein; or

                           (C)  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
 paragraph 4(b)(iii) of Part II of this Section 12.1 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
                  paragraph 4(b)(iii) of Part II of this Section 12.1 if
Sufficient Clearing Bids for shares of such series do not
                  exist;

         provided, however, that a BrokerDealer 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
         paragraph 2(c) of Part II of this Section 12.1 if (1) such shares
 were transferred by the Beneficial Owner thereof without
         compliance by such Beneficial Owner or its transferee BrokerDealer
 (or other transferee person, if permitted by the Trust)
         with the provisions of paragraph 7 of Part II of this Section 12.1
 or (2) such BrokerDealer has informed the Auction Agent
         pursuant to the terms of its BrokerDealer Agreement that, according
 to such BrokerDealers records, such BrokerDealer
         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 paragraph 4(a)(v)
                  of Part II of this Section 12.1 if the Applicable Rate for
 shares of such series determined on such Auction Date
                  shall be equal to the rate specified therein.


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

2.       Submission of Orders by BrokerDealers to Auction Agent.

(a)      Each BrokerDealer 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 BrokerDealer,
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:

                  (i)  the name of the Bidder placing such Order (which shall
 be the BrokerDealer unless otherwise permitted by the
         Trust);

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

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

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

                           (B)  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

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

                  (iv)  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.

(b)      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%.

(c)      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.

(d)      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:

                  (i)  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 Order 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;

                  (ii)     (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

                  (iii)  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.

(e)      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.

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

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

(a)      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 BrokerDealers in respect of shares of such series
(each such Order as submitted or deemed submitted by a BrokerDealer 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:

                  (i)  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);

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

                           (A)  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:

                           (B)  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

                           (C)  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

                  (iii)  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:

                           (A)  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

                           (B)  (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.

(b)      Promptly after the Auction Agent has made the determinations pursuant
 to subparagraph (a) of this paragraph 3, 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 fo
r shares of such series for the next succeeding Rate
Period thereof as follows:

                  (i)  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;

                  (ii)  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

                  (iii)  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.

(c)      For purposes of subparagraph (b)(iii) of this paragraph 3, 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 183 Rate 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 183 Rate 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 364
Rate 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 greater of 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; 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.


         4.   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 paragraph 3 of Part II of this Section 12.1,
 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:

(a)      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 paragraph 4,
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:

                  (i)  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;

                  (ii)  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;

                  (iii)  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;

                  (iv)  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

                  (v)  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.

(b)      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
paragraph 4, 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:

                  (i)  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;

                  (ii)  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

                  (iii)  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.

(c)      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.

(d)      If, as a result of the procedures described in clause (iv) or
 (v) of subparagraph (a) or clause (iii) of subparagraph (b) of
this paragraph 4, 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.

(e)      If, as a result of the procedures described in clause (v) of
paragraph (a) of this paragraph 4, 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.

(f)      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 BrokerDealer 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.

(g)      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.

5.       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 Dat
e 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 BrokerDealer, who, on or prior to such Auction Date, in
 accordance with its BrokerDealer 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.

6.       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 BrokerDealers.
  A BrokerDealer may inquire of the Auction Agent between
3:00 p.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 BrokerDealer
to be an Existing Holder.  If such BrokerDealer believes it is the
Existing Holder of fewer shares of such series than specified by
the Auction Agent in response to such BrokerDealers inquiry, such BrokerDealer
 may so inform the Auction Agent of that belief.  Such
BrokerDealer 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 BrokerDealers inquiry.

7.       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 Part II of this Section 12.1 or to a
BrokerDealer; provided, however, that (a) a sale, transfer or other
disposition of shares of Municipal Preferred from a customer of a
BrokerDealer who is listed on the records of that BrokerDealer as the holder
 of such shares to that BrokerDealer or another customer
of that BrokerDealer shall not be deemed to be a sale, transfer or other
disposition for purposes of this paragraph 7 if such
BrokerDealer 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 BrokerDealer (or other Person, if permitted by
the Trust) to whom such transfer is made shall advise the Auction Agent of
such transfer.

8.       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 ByLaws may be
amended or replaced, in whole or in part, by a majority of
the Trustees then in office at any meeting of the Trustees, or by one or
more writings signed by such a majority.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77D POLICIES
<SEQUENCE>3
<FILENAME>d77.txt
<TEXT>


129112
                      SUB-ITEM 77D

The Board of Trustees of MFS Investment  Grade  Municipal Trust (CXH) has
approved  changes to the investment  objective and policies
of the  fund.  Effective  December  21,  2007,  CXHs  investment  objective
  of  seeking  as high a level of after  tax  return as is
consistent  with prudent  investment  risk by pursuing  current income
exempt from federal income tax and  opportunities  for long-term
appreciation  from a portfolio of primarily  investment  grade municipal
bonds was revised to provide that CXH will seek high current
income exempt from federal income tax but may also consider capital
appreciation.  Significant changes to CXHs principal  investment
strategies are described below.

The investment strategy of not purchasing securities rated lower than B
 has been eliminated.

The  following  percentage  limitations  on certain types of  investments
have been  eliminated  to allow the  portfolio  manager more
flexibility to invest in appropriate securities:

- - Less than 25% in unrated;
- - Less than 35% in unrated and below investment grade; and
- - Less than 15% in inverse floaters.

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

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 funds principal investment  strategies by temporarily
investing for defensive purposes.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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