<SEC-DOCUMENT>0000912938-16-000893.txt : 20160728
<SEC-HEADER>0000912938-16-000893.hdr.sgml : 20160728
<ACCEPTANCE-DATETIME>20160728143348
ACCESSION NUMBER:		0000912938-16-000893
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20160531
FILED AS OF DATE:		20160728
DATE AS OF CHANGE:		20160728
EFFECTIVENESS DATE:		20160728

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFS INTERMEDIATE HIGH INCOME FUND
		CENTRAL INDEX KEY:			0000833021
		IRS NUMBER:				046593681
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05567
		FILM NUMBER:		161789719

	BUSINESS ADDRESS:	
		STREET 1:		111 HUNTINGTON AVENUE
		STREET 2:		24TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199
		BUSINESS PHONE:		6179545000

	MAIL ADDRESS:	
		STREET 1:		111 HUNTINGTON AVENUE
		STREET 2:		24TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COLONIAL INTERMEDIATE HIGH INCOME FUND
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
<PAGE>      PAGE  1
000 A000000 05/31/2016
000 C000000 0000833021
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 MFS INTERMEDIATE HIGH INCOME FUND
001 B000000 811-5567
001 C000000 6179545000
002 A000000 111 HUNTINGTON AVENUE
002 B000000 BOSTON
002 C000000 MA
002 D010000 02199
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 MASSACHUSETTS FINANCIAL SERVICES COMPANY
008 B000001 A
008 C000001 801-17352
008 D010001 BOSTON
008 D020001 MA
008 D030001 02199
010 A000001 MASSACHUSETTS FINANCIAL SERVICES
010 B000001 801-17352
010 C010001 BOSTON
010 C020001 MA
010 C030001 02199
012 A000001 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000001 85-1134
012 C010001 PROVIDENCE
012 C020001 RI
012 C030001 02940
012 A000002 MFS SERVICE CENTER, INC.
012 B000002 84-1316
012 C010002 BOSTON
012 C020002 MA
012 C030002 02199
013 A000001 ERNST & YOUNG LLP
013 B010001 BOSTON
013 B020001 MA
013 B030001 02116
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
015 C010001 BOSTON
<PAGE>      PAGE  2
015 C020001 MA
015 C030001 02110
015 E010001 X
015 A000002 THE BANK OF NEW YORK
015 B000002 S
015 C010002 NEW YORK
015 C020002 NY
015 C030002 10286
015 E010002 X
015 A000003 STATE STREET BANK INTERNATIONAL
015 B000003 S
015 C010003 BOSTON
015 C020003 MA
015 C030003 02116
015 E040003 X
015 A000004 BANK OF AMERICA/MERRILL LYNCH
015 B000004 C
015 C010004 Charlotte
015 C020004 NC
015 C030004 28255
015 E010004 X
018  000000 Y
019 A000000 N
019 B000000    0
020 A000001 BANK OF AMERICA/MERRILL LYNCH
020 B000001 00-0000000
020 C000001      0
021  000000        0
022 A000001 JPMORGAN CHASE & CO.
022 B000001 13-3224017
022 C000001      1406
022 D000001       593
022 A000002 WELLS FARGO & CO.
022 B000002 00-0000000
022 C000002       569
022 D000002      1075
022 A000003 BANK OF AMERICA/MERRILL LYNCH
022 B000003 00-0000000
022 C000003      1261
022 D000003       297
022 A000004 BARCLAYS PLC
022 B000004 00-0000000
022 C000004       717
022 D000004       620
022 A000005 CREDIT SUISSE GROUP
022 B000005 13-5659485
022 C000005       581
022 D000005       637
022 A000006 CITIGROUP, INC.
022 B000006 13-3187336
022 C000006       873
<PAGE>      PAGE  3
022 D000006       197
022 A000007 GOLDMAN SACHS GROUP, INC.
022 B000007 13-5108880
022 C000007       492
022 D000007       419
022 A000008 DEUTSCHE BANK AG
022 B000008 13-6124068
022 C000008       447
022 D000008       323
022 A000009 ROYAL BANK OF CANADA
022 B000009 00-0000000
022 C000009       200
022 D000009       404
022 A000010 BANK OF NEW YORK CO., INC.
022 B000010 13-3878175
022 C000010       195
022 D000010       294
023 C000000      13434
023 D000000      12592
024  000000 Y
025 A000001 CITIGROUP, INC.
025 B000001 13-3187336
025 C000001 D
025 D000001      24
025 A000002 J.P. MORGAN CHASE & CO.
025 B000002 13-3224017
025 C000002 D
025 D000002     418
025 A000003 BANK OF AMERICA/MERRILL LYNCH
025 B000003 00-0000000
025 C000003 D
025 D000003     792
026 A000000 N
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027  000000 N
028 A010000         0
028 A020000         0
028 A030000         0
028 A040000         0
028 B010000         0
028 B020000         0
028 B030000         0
028 B040000         0
028 C010000         0
<PAGE>      PAGE  4
028 C020000         0
028 C030000         0
028 C040000         0
028 D010000         0
028 D020000         0
028 D030000         0
028 D040000         0
028 E010000         0
028 E020000         0
028 E030000         0
028 E040000         0
028 F010000         0
028 F020000         0
028 F030000         0
028 F040000         0
028 G010000         0
028 G020000         0
028 G030000         0
028 G040000         0
028 H000000         0
030 A000000      0
030 B000000  0.00
030 C000000  0.00
031 A000000      0
031 B000000      0
032  000000      0
033  000000      0
035  000000      0
036 B000000      0
038  000000      0
042 A000000   0
042 B000000   0
042 C000000   0
042 D000000   0
042 E000000   0
042 F000000   0
042 G000000   0
042 H000000   0
043  000000      0
044  000000      0
045  000000 Y
046  000000 N
047  000000 N
048  000000  0.000
048 A010000        0
048 A020000 0.000
048 B010000        0
048 B020000 0.000
048 C010000        0
048 C020000 0.000
048 D010000        0
<PAGE>      PAGE  5
048 D020000 0.000
048 E010000        0
048 E020000 0.000
048 F010000        0
048 F020000 0.000
048 G010000        0
048 G020000 0.000
048 H010000        0
048 H020000 0.000
048 I010000        0
048 I020000 0.000
048 J010000        0
048 J020000 0.000
048 K010000        0
048 K020000 0.000
049  000000 N
050  000000 Y
051  000000 N
052  000000 N
053 A000000 Y
053 B000000 Y
053 C000000 N
054 A000000 Y
054 B000000 N
054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 N
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 N
055 A000000 N
055 B000000 Y
056  000000 Y
057  000000 N
058 A000000 N
059  000000 Y
060 A000000 Y
060 B000000 Y
061  000000        0
062 A000000 Y
062 B000000   0.0
062 C000000   0.0
062 D000000   0.0
062 E000000   0.0
<PAGE>      PAGE  6
062 F000000   0.0
062 G000000   0.0
062 H000000   0.0
062 I000000   0.0
062 J000000   0.0
062 K000000   0.0
062 L000000   0.0
062 M000000   0.0
062 N000000   0.0
062 O000000   0.0
062 P000000 132.7
062 Q000000   3.1
062 R000000   1.6
063 A000000   0
063 B000000  6.8
064 A000000 N
064 B000000 Y
065  000000 N
066 A000000 N
067  000000 N
068 A000000 N
068 B000000 N
069  000000 N
070 A010000 Y
070 A020000 N
070 B010000 Y
070 B020000 N
070 C010000 Y
070 C020000 N
070 D010000 Y
070 D020000 N
070 E010000 Y
070 E020000 Y
070 F010000 Y
070 F020000 N
070 G010000 Y
070 G020000 N
070 H010000 Y
070 H020000 N
070 I010000 Y
070 I020000 N
070 J010000 Y
070 J020000 Y
070 K010000 Y
070 K020000 Y
070 L010000 Y
070 L020000 Y
070 M010000 Y
070 M020000 Y
070 N010000 Y
070 N020000 N
<PAGE>      PAGE  7
070 O010000 Y
070 O020000 Y
070 P010000 Y
070 P020000 N
070 Q010000 N
070 Q020000 N
070 R010000 Y
070 R020000 N
071 A000000      7533
071 B000000      7592
071 C000000     74042
071 D000000   10
072 A000000  6
072 B000000     2522
072 C000000        2
072 D000000        0
072 E000000        0
072 F000000      298
072 G000000        9
072 H000000        0
072 I000000        8
072 J000000        6
072 K000000        0
072 L000000       25
072 M000000        6
072 N000000       12
072 O000000        0
072 P000000      137
072 Q000000        0
072 R000000       40
072 S000000        4
072 T000000        0
072 U000000        0
072 V000000        0
072 W000000       17
072 X000000      562
072 Y000000       62
072 Z000000     2024
072AA000000      166
072BB000000     1802
072CC010000     2279
072CC020000        0
072DD010000     2121
072DD020000        0
072EE000000        0
073 A010000   0.1000
073 A020000   0.0000
073 B000000   0.0000
073 C000000   0.0200
074 A000000       30
074 B000000        0
<PAGE>      PAGE  8
074 C000000        0
074 D000000    74660
074 E000000        0
074 F000000        7
074 G000000        0
074 H000000        0
074 I000000     2673
074 J000000      640
074 K000000        0
074 L000000     1257
074 M000000       14
074 N000000    79281
074 O000000      871
074 P000000       14
074 Q000000        0
074 R010000        0
074 R020000        0
074 R030000        0
074 R040000    22121
074 S000000        0
074 T000000    56275
074 U010000    20756
074 U020000        0
074 V010000     2.71
074 V020000     0.00
074 W000000   0.0000
074 X000000      336
074 Y000000        6
075 A000000        0
075 B000000    54558
076  000000     2.49
077 A000000 Y
077 B000000 N
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078  000000 N
<PAGE>      PAGE  9
080 C000000        0
081 B000000   0
082 B000000        0
083 B000000        0
084 B000000        0
086 A010000      0
086 A020000      0
086 B010000     83
086 B020000    182
086 C010000      0
086 C020000      0
086 D010000      0
086 D020000      0
086 E010000      0
086 E020000      0
086 F010000      0
086 F020000      0
087 A010000 MFS INTERMEDIATE HIGH INCOME FUND
087 A020000 195763107
087 A030000 CIF
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 N
SIGNATURE   KINO CLARK
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>q771a.txt
<TEXT>


                                     BY-LAWS

                                       OF

                        MFS INTERMEDIATE HIGH INCOME FUND



       Section 1.  Agreement and Declaration of Trust and Principal Office

      1.1   Agreement  and Declaration of Trust.  These By-Laws shall be subject
to the Agreement and Declaration  of  Trust, as from time to time in effect (the
"Declaration of Trust"), of MFS Intermediate  High  Income Fund, 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 placeCityBoston, StateMassachusetts.

                            Section 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.

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

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

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

      Without limiting the foregoing, any shareholder who gives a Shareholder
Notice of any matter proposed to be brought before a shareholder meeting
(whether or not involving nominees for Trustees) shall deliver, as part of such
Shareholder Notice:  (i) the description of and text of the proposal to be
presented; (ii) a brief written statement of the reasons why such shareholder
favors the proposal; (iii) such shareholder's name and address as they appear on
the Trust's books; (iv) any other information relating to the shareholder that
would be required to be disclosed in a proxy statement or other filings required
to be made in connection with the solicitation of proxies with respect to the
matter(s) proposed pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; (v) the number of all Shares of the Trust
owned beneficially and of record by such shareholder; (vi) any material interest
of such shareholder in the matter proposed (other than as a shareholder); (vii)
a representation that the shareholder intends to appear in person or by proxy at
the shareholder meeting to act on the matter(s) proposed; (viii) if the proposal
involves nominee(s) for Trustees, a description of all arrangements or
understandings between the shareholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by the shareholder; and (ix) in the case of a Beneficial Owner,
evidence establishing such Beneficial Owner's indirect ownership of, and
entitlement to vote, Shares at the meeting of shareholders.  As used in this
Section 2.2, Shares "beneficially owned" shall mean all Shares which such person
is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the
Exchange Act.

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

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

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

      (g)  The person presiding at any meeting of shareholders, in addition to
making any other 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
shareholder's name on a proxy pursuant to telephonic or electronically
transmitted instructions obtained pursuant to procedures reasonably designed to
verify that such instructions have been authorized by such shareholder shall
constitute execution of such proxy by or on behalf of such shareholder.

                               Section 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, who may (but need not) be Trustees.

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

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

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

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

                         Section 4.  Officers and Agents

4.1   Enumeration; Qualification.  The officers of the Trust shall be a
president, a treasurer and a secretary who shall be elected by the Trustees.  In
addition, there shall be a Chief Compliance Officer, who shall be elected or
appointed by a majority of the Trustees, including a majority of the Trustees
who are not interested persons of the Trust as defined under the Investment
Company Act of 1940 (the "1940 Act") (the "Independent Trustees"), and otherwise
in accordance with rule 38a-1 (or any successor rule) thereunder, as such rule
may be amended from time to time ("Rule 38a-1").  The Trustees from time to time
may in their discretion elect or appoint  such other officers, if any, as the
business of the Trust may require pursuant to section 4.3 of these By-Laws.  The
Trust may also have such agents, if any, as the Trustees from time to time may
in their discretion appoint.  Any officer may be but none need be a Trustee or
shareholder.  Any two or more offices may be held by the same person.

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

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

4.4   Tenure.  The president, the treasurer, the secretary and the Chief
Compliance Officer shall hold office until their respective successors are
chosen and qualified, or in each case until he or she sooner dies, resigns, is
removed or becomes disqualified, provided that any removal of the Chief
Compliance Officer shall also require the vote or consent of a majority of the
Independent Trustees and otherwise be in accordance with the provisions of Rule
38a-1.  Each other officer shall hold office at the pleasure of the Trustees.
Each agent shall retain his or her authority at the pleasure of the Trustees.

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

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

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

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

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

      4.8       Board Chair.  The Trustees shall annually elect one of their
number to serve as their chair.  The board chair shall hold such position until
his or her successor is chosen and qualified, or until he or she sooner dies,
resigns, is removed or becomes disqualified.  The board chair shall hold such
position at the pleasure of the Trustees.  The board chair shall preside at all
meetings of the Trustees at which he or she is present and shall perform any
other duties and 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.

                      Section 5.  Resignations and Removals

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

                              Section 6.  Vacancies

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

                    Section 7.  Shares of Beneficial Interest

      7.1   Share Certificates.  In lieu of issuing certificates for shares, the
Trustees or the transfer agent shall keep accounts upon  the  books of the Trust
for the record holders of such shares.

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


               Section 8.  Record Date and Closing Transfer Books

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



                                Section 9.  Seal

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

                        Section 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.

                            Section 11.  Fiscal Year

      Except as from time to time otherwise provided by the Trustees, President,
Secretary, Controller or Treasurer the fiscal year of the  Trust  shall  end  on
October 31.

                             Section 12.  Amendments

      These  By-Laws  may  be  amended  or  repealed,  in whole or in part, by a
majority of the Trustees then in office at any meeting of  the  Trustees,  or by
one or more writings signed by such a majority.

                        Section 13.  Claims and Disputes

      13.1  Forum  for  Adjudication  of Disputes.  Unless the Trust consents in
writing to the selection of an alternative  forum,  (i) any action or proceeding
brought  by or on behalf of the Trust or any of the Trust's  Shareholders,  (ii)
any action asserting a claim against the Trust (or a series thereof), or against
any trustee,  officer  or  other  employee  of  the Trust, whether arising under
federal law, the law of any state, or the law of  a non-U.S. jurisdiction, (iii)
any  action  asserting  a  claim  arising  pursuant  to  any  provision  of  the
Massachusetts  Business  Corporation  Act, the statutory or common  law  of  the
Commonwealth of Massachusetts, the Declaration or these By-Laws, (iv) any action
to interpret, apply, enforce or determine the validity of the Declaration, these
By-Laws, or any agreement on behalf of  the  Trust authorized thereunder, or (v)
any action asserting a claim governed by the internal  affairs doctrine (each, a
"Covered Action") shall be brought in the state or federal courts located within
the Commonwealth of Massachusetts. Any person purchasing  or otherwise acquiring
or holding any interest in shares of beneficial interest of  the  Trust shall be
(i)  deemed  to have notice of and consented to the provisions of this  Section,
and (ii) deemed to have waived any argument relating to the inconvenience of the
forums referenced above in connection with any action or proceeding described in
this Section.

If any Covered Action is filed in a court other than the state or federal courts
of the Commonwealth  of  Massachusetts  (a  "Foreign Action") in the name of any
shareholder, such shareholder shall be deemed  to  have  consented  to  (i)  the
personal  jurisdiction  of  the  state  and  federal  courts  located within the
Commonwealth of Massachusetts in connection with any action brought  in any such
courts to enforce the first paragraph of this Section (an "Enforcement  Action")
and  (ii)  having  service  of  process  made  upon such shareholder in any such
Enforcement Action by service upon such shareholder's  counsel  in  the  Foreign
Action as agent for such shareholder.

If  any  provision  or  provisions  of this Section shall be held to be invalid,
illegal or unenforceable as applied to any person or circumstance for any reason
whatsoever, then, to the fullest extent permitted by law, the validity, legality
and enforceability of such provision(s)  in  any  other  circumstance and of the
remaining  provisions  of  this  Section  (including,  without limitation,  each
portion of any sentence of this Section containing any such provision held to be
invalid, illegal or unenforceable that is not itself held to be invalid, illegal
or unenforceable) and the application of such provision  to  other  persons  and
circumstances shall not in any way be affected or impaired thereby.

      13.2  Claims.  As used herein, a "direct Shareholder claim" shall refer to
(i)  a  claim based upon alleged violations of a Shareholder's individual rights
independent  of  any  harm to the Trust, including a Shareholder's voting rights
under Article III, rights  to receive a dividend payment as may be declared from
time to time, rights to inspect  books  and  records,  or  other  similar rights
personal to the Shareholder and independent of any harm to the Trust; and (ii) a
claim for which a direct shareholder action is expressly provided under the U.S.
federal  securities  laws.  Any  claim asserted by a Shareholder that is  not  a
direct Shareholder claim, including  without limitation any claims purporting to
be brought on behalf of the Trust or involving  any  alleged  harm to the Trust,
shall be considered a "derivative claim" as used herein.

            a. Derivative Claims.  No Shareholder shall have the  right to bring
            or  maintain  any  court  action  or  other  proceeding asserting  a
            derivative claim or any claim asserted on behalf  of  the  Trust  or
            involving  any alleged harm to the Trust without first making demand
            on the Trustees  requesting  the  Trustees to bring or maintain such
            action, proceeding or claim. Such demand  shall be excused only when
            the plaintiff makes a specific showing that  irreparable nonmonetary
            injury to the Trust or any series or class thereof  would  otherwise
            result, or if a majority of the Board of Trustees, or a majority  of
            any committee established to consider the merits of such action, has
            a  material  personal  financial  interest in the action at issue. A
            Trustee shall not be deemed to have a personal financial interest in
            an action or otherwise be disqualified  from ruling on a Shareholder
            demand by virtue of the fact that such Trustee receives remuneration
            from his or her service on the Board of Trustees  of the Trust or on
            the boards of one or more investment companies with  the  same or an
            affiliated investment adviser or underwriter, or the amount  of such
            remuneration.  Such  demand shall be mailed to the Secretary of  the
            Trust at the Trust's principal  office  and  shall  set  forth  with
            particularity the nature of the proposed court action, proceeding or
            claim  and  the  essential  facts  relied upon by the shareholder to
            support  the  allegations made in the  demand.  The  Trustees  shall
            consider such demand  within 90 days of its receipt by the Trust. In
            their sole discretion,  the Trustees may submit the matter to a vote
            of shareholders of the Trust  or  series  or  class  of  Shares,  as
            appropriate.  Any  decision  by  the  Trustees to bring, maintain or
            settle  (or  not to bring, maintain or settle)  such  court  action,
            proceeding  or  claim,  or  to  submit  the  matter  to  a  vote  of
            Shareholders, shall be binding upon the Shareholders.









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