EX-99.77Q1 OTHR EXHB

         As Amended 5/8/01 - Article 2, Section 1.3
         As Amended 2/13/01 - Article 2, Section 1.3 and Article 7

        As Amended 2/13/00 - Article 12, Section12.10(1)(5)



      As Amended 6/20/01 - Article 2, Section 1.3,Article 3, Section 1.17

          As Amended 12/9/04 - Article 12, Part II
      As Amended 8/11/04 - Article 3, Section 1.9;
                              Article 4., Section 1.16;  Article 4, Section 1.19
                                                 As Amended 2/7/07 - Article 2.1
                                         As Amended 6/29/07 - Article 4 and Name
                                               As Amended 12/18/2007 - Article 2
                                                As Amended 2/26/2008 - Article 7
                                               As Amended 6/24/2008 - Article 12
                                               As Amended 9/12/2012 - Article 12
                            As Amended 1/1/2013 - Article 12, Part I and Part II

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


                                    Article 1
..



             Agreement and Declaration of Trust and Principal Office

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

     2.1Shareholder 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.



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

      Without limiting the foregoing, any shareholder who gives a Shareholder
Notice of any matter proposed to be brought before a shareholder meeting
(whether or not involving nominees for Trustees) shall deliver, as part of such
Shareholder Notice:  (i) the description of and text of the proposal to be
presented; (ii) a brief written statement of the reasons why such shareholder
favors the proposal; (iii) such 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 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 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.

                                    Article 3
                                    Trustees

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

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

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

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

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

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

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

                                   Article 4.
                               Officers and Agents

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

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

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 PersonNameIndependent Chief titleCompliance Officer shall
be elected pursuant to Section 4.1 of these By-Laws.  Other elected officers, if
any, may be elected or appointed by the Trustees at said meeting or at any other
time.  Assistant officers may be appointed by the elected officers.

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

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

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

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

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

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

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

                                   Article 5.
                            Resignations and Removals

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

                                   Article 6.
                                    Vacancies

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

                                   Article 7.
                          Shares of Beneficial Interest

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

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

                                   Article 8.
                     Record Date and Closing Transfer Books

      The Trustees may fix in advance a time, which shall not be more than 90
days before the date of any meeting of shareholders or the date for the payment
of any dividend or making of any other distribution to shareholders, as the
record date for determining the shareholders having the right to notice and to
vote at such meeting and any adjournment thereof or the right to receive such
dividend or distribution, and in such case only shareholder of record on such
record date shall have such right, notwithstanding any transfer of shares on the
books of the Trust after the record date; or without fixing such record date the
Trustees may for any such purposes close the transfer books for all or any part
of such period.
                                   Article 9.
                                      Seal

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

                                   Article 10.
                               Execution of Papers

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

                                   Article 11.
                                   Fiscal Year

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

                                   Article 12.
                          Shares of Beneficial Interest

      The Trust has an unlimited number of common shares, without par value,
which may be issued from time to time by the Trustees of the Trust.  The Trust
also has a class of  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.
A Statement Creating One Series of Municipal Auction Rate Cumulative Preferred
Shares, one type of such preferred shares, is set forth in this Article 12.  A
Statement Establishing and Fixing the Rights and Preferences of another type of
such preferred shares, Variable Rate Municipal Term Preferred Shares, is
attached to these By-Laws as Exhibit 2, which is hereby incorporated by
reference into and made a part of these By-Laws.

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

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


                                     PART I
                                   DESIGNATION

      SERIES F:  A series of 3,600 preferred shares, without par value,
liquidation preference $25,000 per share plus accumulated but unpaid dividends,
if any, thereon (whether or not earned or declared), is hereby designated
"Municipal Auction Rate Cumulative Preferred Shares, Series F" and is referred
to below as "Series F Municipal Preferred."  Each share of Series F Municipal
Preferred shall be issued on datelstransMonth7Day20Year1999July 20, 1999; have
an Applicable Rate for its Initial Rate Period equal to 3.30% per annum; have an
initial Dividend Payment Date of Monday, datelstransMonth7Day26Year1999July 26,
1999; and have such other preferences, limitations and relative voting and other
rights, in addition to those required by applicable law or set forth in the
Trust's Declaration of Trust, as are set forth in Part I and Part II of this
Section 12.1.  Series F Municipal Preferred shall constitute a separate series
of Municipal Preferred of the Trust.  The Board of Trustees of the Trust may, in
their discretion, increase the number of shares of Municipal Preferred or VMTP
Shares authorized under these By-laws to authorize the issuance of another
series of Municipal Preferred or VMTP Shares so long as such issuance is
permitted by paragraph 5 of this Part I of this Section 12.1 and by the VMTP
Shares Statement.

      These By-Laws and the VMTP Shares Statement attached as Exhibit 2 are
intended such that the Municipal Preferred and VMTP Shares are in parity with
each other, such that neither shall have a preference or priority over the other
with respect to the payment of dividends and the distribution of assets of the
Trust upon dissolution, liquidation, or winding up of the affairs of the Trust,
and shall be interpreted accordingly.

      Unless otherwise provided, defined terms used in this Statement apply only
to shares of Municipal Preferred and defined terms used in Exhibit 2 apply only
to VMTP Shares.

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

      "Accountant's Confirmation" shall have the meaning specified in paragraph
7(c) of this Part I of 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 Broker-Dealer
controlled by, in control of or under common control with the Trust shall be
deemed to be an Affiliate nor shall any corporation or any Person controlled by,
in control of or under common control with such corporation, one of the
trustees, directors or executive officers of which is a trustee of the Trust be
deemed to be an Affiliate solely because such trustee, director or executive
officer is also a trustee of the Trust.

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

      "Applicable Rate" shall have the meaning specified in paragraph 2(e)(i) of
this 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 Broker-Dealer who is listed on the records of
that Broker-Dealer (or, if applicable, the Auction Agent) as a holder of shares
of such series.

      "Bid" and "Bids" shall have the respective meanings specified in paragraph
1(a) of 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 permitted to be a Bidder in an
Auction, except that any Broker-Dealer that is an affiliate of the Trust may be
a Bidder in an Auction, but only if the Orders placed by such Broker-Dealer are
not for its own account.

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

      "Broker-Dealer" shall mean any broker-dealer, commercial bank or other
entity permitted by law to perform the functions required of a Broker-Dealer in
Part II of this 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 Broker-Dealer Agreement that
remains effective.

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

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

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

      "Commercial Paper Dealers" means Barclays Capital, Inc., J.P. Morgan
Securities LLC, HSBC Securities, Inc., and Goldman Sachs & Co. and such other
commercial paper dealer or dealers as the Trust may from time to time approve,
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.


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

      "Declaration" shall mean the Agreement and Declaration of Trust dated
datelstransMonth1Day22Year1987January 22, 1987 of the Trust, as amended by
Amendment No. 1 dated datelstransMonth8Day4Year1989August 4, 1989 to the
Agreement and Declaration of Trust of the Trust and Amendment No. 2 dated June
29, 2007 to the Agreement and Declaration of Trust of the Trust, all on file
with the Secretary of State of The Commonwealth of Massachusetts and as
hereafter restated or amended from time to time.

      "Deposit Securities" shall mean cash and Municipal Obligations rated at
least A-1+ or SP-1+ by S&P, except that, for purposes of subparagraph (a)(v) of
paragraph 11 of Part I of this Section 12.1, such Municipal Obligations shall be
considered "Deposit Securities" only if they are also rated P-1, stocktickerMIG-
1 or VMIG-1 by Moody's.

      "Discounted Value," as of any Valuation Date, shall mean, (a) with respect
to a Moody's Eligible Asset that is not currently callable as of such Valuation
Date at the option of the issuer thereof, the quotient of (1) the Market Value
thereof divided by (2) the product of (A) the applicable Moody's Discount Factor
multiplied by (B) the sum of 1 plus the Moody's Liquidity Factor; or (b) with
respect to a Moody's 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 product of (A) the applicable Moody's Discount Factor
multiplied by (B) the sum of 1 plus the Moody's Liquidity 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&P's legal defeasance criteria, (ii)
have been determined to be economically defeased in accordance with S&P's
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
Moody's, or (iv) have been determined to be economically defeased by Moody's and
assigned a rating no lower than the rating that is Moody's equivalent of S&P's
stocktickerAAA rating.

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

      "Failure to Deposit," with respect to shares of a series of Municipal
Preferred, shall mean a failure by the Trust to pay to the Auction Agent, not
later than 12:00 noon, New York City time, (A) on the Business Day next
preceding any Dividend Payment Date for shares of such series, in funds
available on such Dividend Payment Date in The City of New York, New York, the
full amount of any dividend (whether or not earned or declared) to be paid on
such Dividend Payment Date on any share of such series or (B) on the Business
Day next preceding any redemption date in funds available on such redemption
date for shares of such series in The City of New York, New York, the Redemption
Price to be paid on such redemption date for any shares of such series after
notice of redemption is mailed pursuant to paragraph 11(c) of Part I of this
Section 12.1; provided, however, that the foregoing clause (B) shall not apply
to the Trust's 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 "Moody's Volatility Factor."

      "Fitch" means Fitch Ratings, part of the Fitch Group, which is a majority
owned subsidiary of Fimalac, S.A., and any successor or successors thereto.

      "Fitch Criteria" means the Closed-End Fund Criteria Report issued by Fitch
entitled "Rating Closed-End Fund Debt and Preferred Stock" dated August 16, 2011
and attached to this Statement as Exhibit 1, which is hereby incorporated by
reference into and made a part of this Statement.  The Trust may, but is not
required to, amend or restate the Fitch Criteria as well as any defined terms in
this Statement that refer to or are based on the Fitch Criteria (including,
without limitation, Fitch Municipal Preferred Asset Coverage, Fitch Municipal
Preferred Asset Coverage Report, Fitch Net OC, Fitch Net OC Test, Fitch Total OC
and Fitch Total OC Test) from time to time, through an amendment or restatement
of this Statement, Exhibit 1 or otherwise, to reflect revised criteria issued by
Fitch by resolution of the Board of Trustees of the Trust and without
shareholder approval.

      "Fitch Municipal Preferred Asset Coverage" means, as of a particular date
or time, sufficient asset coverage with respect to shares of Municipal Preferred
such that the Trust is satisfying both the (i) Fitch Total OC Test and the (ii)
Fitch Net OC Test as of such date or time.

      "Fitch Municipal Preferred Asset Coverage Report" means, with respect to
Fitch Municipal Preferred Asset Coverage, a report including the information to
be provided to Fitch as called for in the second bullet under "Information Used
to Determine a Rating - Surveillance" in the Fitch Criteria.

      "Fitch Net OC" has the meaning given to such term in the Fitch Criteria to
be consistent with a AAA rating of the Municipal Preferred by Fitch, and shall
be calculated with respect to the Trust in accordance with the applicable
formula and related guidance provided in the Fitch Criteria and by Fitch
(including with respect to discount factors, if any, or other treatment to be
applied with respect to securities or other assets held by the Trust which are
not specifically referenced in the Fitch Criteria), and the good faith
determinations of the Trust or its agents of the Fitch Net OC and related
interpretations of the Fitch Criteria shall be conclusive and binding on all
parties.

      "Fitch Net OC Test" means an asset coverage test with respect to the
Municipal Preferred that shall be satisfied as of a particular date or time if
the Trust has Fitch Net OC in excess of one-hundred percent (100%) as of such
date or time.

       "Fitch Total OC" has the meaning given to such term in the Fitch Criteria
to be consistent with a AAA rating of the Municipal Preferred by Fitch, and
shall be calculated with respect to the Trust in accordance with the applicable
formula and related guidance provided in the Fitch Criteria and by Fitch
(including with respect to discount factors, if any, or other treatment to be
applied with respect to securities or other assets held by the Trust which are
not specifically referenced in the Fitch Criteria), and the good faith
determinations of the Trust or its agents of Fitch Total OC and related
interpretations of the Fitch Criteria at any time and from time to time shall be
conclusive and binding on all parties.

      "Fitch Total OC Test" means an asset coverage test with respect to the
Municipal Preferred that shall be satisfied as of a particular date or time if
the Trust has Fitch Total OC in excess of one-hundred percent (100%) as of such
date or time.

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

      "Holder," with respect to shares of a series of Municipal Preferred or any
other security issued by the Trust, shall mean a Person in whose name such
security is registered in 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 360-day basis of a discount
basis security which is equal to the yield on an equivalent interest-bearing
security.

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

      "S&P Municipal Bond 7 Day High Grade Rate Index" shall have the meaning
set forth under the definition of "Taxable Equivalent of the Short-Term
Municipal Bond Rate."

      "Late Charge" shall have the meaning specified in paragraph 2(e)(i)(B) of
Part I of this 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 Gross-up Payment Liability," as of any Valuation Date,
shall mean the aggregate amount of Gross-up Payments that would be due if the
Trust were to make Taxable Allocations, with respect to any taxable year,
estimated based upon dividends paid and the amount of undistributed realized net
capital gains and other taxable income earned by the Trust, as of the end of the
calendar month immediately preceding such Valuation Date, and assuming such
Gross-up Payments are fully taxable.

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

            (i)  in the case of any Auction Date which is not the Auction Date
      immediately prior to the first day of any proposed Special Rate Period
      designated by the Trust pursuant to paragraph 4 of Part I of this
      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 then-
            ending Rate Period; and

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

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

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

      "Moody's" shall mean Moody's Investors Service, Inc., and any successor or
successors thereto.

      "Moody's Discount Factor" shall mean, for purposes of determining the
Discounted Value of any Moody's 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 Moody's
Exposure Period, in accordance with the table set forth below:

                                                   Rating Category




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

7 weeks......                                151% 159% 166% 173% 187%    136%                   148%      225%

8 weeks or less but greater than seven weeks

                                             154  161  168  176  190     137                    149       231

9 weeks or less but greater than eight weeks 156  163  170  177  192     138                    150       240

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

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

      "Moody's 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 Moody's rating, if applicable, suspended by
Moody's, (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 Moody's or rated lower than Baa3 by Moody's and not rated by S&P or
rated lower than BBB by S&P ("Unrated Moody's Municipal Obligations") may
comprise no more than 4% of total Moody's Eligible Assets; such Unrated Moody's
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
Moody's Eligible Assets; such BBB-rated Municipal Obligations and Unrated
Moody's Municipal Obligations, if any, together with any Municipal Obligations
issued by the same issuer and rated Baa by Moody's or A by S&P may comprise no
more than 6% of total Moody's Eligible Assets; such BBB, Baa and A-rated
Municipal Obligations and Unrated Moody's Municipal Obligations, if any,
together with any Municipal Obligations issued by the same issuer and rated A by
Moody's or AA by S&P, may comprise no more than 10% of total Moody's Eligible
Assets; and such BBB, Baa, A and AA-rated Municipal Obligations and Unrated
Moody's Municipal Obligations, if any, together with any Municipal Obligations
issued by the same issuer and rated Aa by Moody's or stocktickerAAA by S&P, may
comprise no more than 20% of total Moody's Eligible Assets.  For purposes of the
foregoing sentence, any Municipal Obligation backed by the guaranty, letter of
credit or insurance issued by a third party shall be deemed to be issued by such
third party if the issuance of such third-party credit is the sole determinant
of the rating on such Municipal Obligations.  Municipal Obligations issued by
issuers located within a single state or territory and not rated by Moody's or
rated lower than Baa3 by Moody's and not rated by S&P or rated lower than BBB by
S&P may comprise no more than 12% of total Moody's Eligible Assets; such Unrated
Moody's 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 Moody's Eligible Assets; such BBB-
rated Municipal Obligations and Unrated Moody's Municipal Obligations, if any,
together with any Municipal Obligations issued by issuers located within the
same state or territory and rated Baa by Moody's or A by S&P, may comprise no
more than 20% of total Moody's Eligible Assets; such BBB, Baa and A-rated
Municipal Obligations and Unrated Moody's Municipal Obligations, if any,
together with any Municipal Obligations issued by issuers located within the
same state or territory and rated A by Moody's or AA by S&P, may comprise no
more than 40% of total Moody's Eligible Assets; and such BBB, Baa, A and AA-
rated Municipal Obligations and Unrated Moody's Municipal Obligations, if any,
together with any Municipal Obligations issued by issuers located within the
same state or territory and rated Aa by Moody's or stocktickerAAA by S&P, may
comprise no more than 60% of total Moody's Eligible Assets.  Municipal
Obligations which are not rated by Moody's or S&P may comprise no more than 40%
of the aggregate Market Value of Moody's Eligible Assets; provided, however,
that if the Market Value of such Municipal Obligations exceeds 40% of the
aggregate Market Value of Moody's Eligible Assets, a portion of such Municipal
Obligations (selected by the Trust) shall not be considered Moody's Eligible
Assets, so that the Market Value of such Municipal Obligations (excluding such
portion) does not exceed 40% of the aggregate Market Value of Moody's Eligible
Assets; provided, however, that no such unrated Municipal Obligation shall be
considered a Moody's 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, Moody's Eligible
Assets shall be calculated without including cash, and Municipal Obligations
rated stocktickerMIG-1, VMIG-1 or P-1 or, if not rated by Moody's, rated A-1+/Aa
or SP-1+/AA by S&P, shall be considered to have a long-term rating of A.  When
the Trust sells a Municipal Obligation and agrees to repurchase such Municipal
Obligation at a future day, such Municipal Obligation shall be valued at its
Discounted Value for purposes of determining Moody's 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 Moody's Eligible Asset and
agrees to sell it at a future date, such Eligible Asset shall be valued at the
amount of cash to be received by the Trust upon such future date, provided that
the counterparty to the transaction has a long-term debt rating of at least A2
and a short-term debt rating of at least P1 from Moody's 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 Moody's Eligible Assets, such aggregate amount
shall be reduced with respect to any futures contracts as set forth in paragraph
10(a) of this Part I.

      Notwithstanding the foregoing, an asset will not be considered a Moody's
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 Moody's has indicated to the Trust will not
affect the status of such asset as a Moody's Eligible Asset, (b) Liens for taxes
that are not then due and payable or that can be paid thereafter without
penalty, (c) Liens to secure payment for services rendered or cash advanced to
the Trust by Massachusetts Financial Services Company, The Chase Manhattan Bank
or the Auction Agent, (d) Liens by virtue of any repurchase agreement or futures
contract and (e) Liens by virtue of the transfer of such asset that is a
Municipal Obligation by the Trust to a special purpose issuer that, in turn,
issues floating rate trust certificates or other instruments and corresponding
Inverse Floaters that collectively evidence interests in such asset, provided
that, for purposes of calculating the total market value of such asset, the
accrued interest of such asset shall be derived from the accrued interest of the
Inverse Floaters representing interests therein; or (ii) deposited irrevocably
for the payment of any liabilities for purposes of determine the Municipal
Preferred Basic Maintenance Amount.

      "Moody's Exposure Period" shall mean the period commencing on a given
Valuation Date and ending 49 days thereafter.

      "Moody's Liquidity Factor" shall equal the product, expressed as a
percentage, of (i) the quotient, expressed as a percentage, of (A) the aggregate
value of the Municipal Obligations that are transferred by the Trust to special
purpose issuers that, in turn, issue floating rate trust certificates or other
instruments and corresponding Inverse Floaters that collectively evidence
interests in such Municipal Obligations divided by (B) the total asset value of
the Trust; multiplied by (ii) the quotient, measured at their time of original
issuance, expressed as a percentage, of (A) the aggregate dollar amount of
floating rate trust certificates or other instruments issued by the same issuer
that issued, and corresponding to, the Inverse Floaters issued by the special
purpose issuers referred to in clause (i)(A) of this definition divided by (B)
the aggregate value calculated in clause (i)(A) of this definition; multiplied
by (iii) 15%.

      "Moody's Municipal Preferred Asset Coverage" means, as of a particular
date or time, sufficient asset coverage with respect to the Municipal Preferred
such that the Trust has Moody's Eligible Assets having an aggregate Discounted
Value equal to or greater than the Municipal Preferred Basic Maintenance Amount
as of such date or time.

      "Moody's Municipal Preferred Asset Coverage Report" means, with respect to
Moody's Municipal Preferred Asset Coverage, a report signed by the President,
Treasurer, Secretary, an Assistant Treasurer, a Deputy Treasurer or an Assistant
Secretary 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.

      "Moody's 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 Moody's 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
  Trust's registration statement on Form N-2 as filed with the Securities and
     Exchange Commission on August 6, 2008 (the "Registration Statement").

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

      "Municipal Preferred Basic Maintenance Amount," as of any Valuation Date,
shall mean the dollar amount equal to the sum of (i) (A) the product of the
number of shares of Municipal Preferred outstanding on such date multiplied by
$25,000 (plus the product of the number of shares of any other series of
Preferred Shares outstanding on such date multiplied by the liquidation
preference of such shares), plus any redemption premium applicable to shares of
Municipal Preferred (or other Preferred Shares) then subject to redemption; (B)
the aggregate amount of dividends that will have accumulated at the respective
Applicable Rates (whether or not earned or declared) to (but not including) the
first respective Dividend Payment Dates for shares of Municipal Preferred
outstanding that follow such Valuation Date (plus the aggregate amount of
dividends, whether or not earned or declared, that will have accumulated in
respect of other outstanding Preferred Shares to, but not including, the first
respective dividend payment dates for such other shares that follow such
Valuation Date); (C) the aggregate amount of dividends that would accumulate on
shares of each series of Municipal Preferred outstanding from such first
respective Dividend Payment Date therefor through the 49th day after such
Valuation Date, at the Maximum Rate (calculated as if such Valuation Date were
the Auction Date for the Rate Period commencing on such Dividend Payment Date)
for a Minimum Rate Period of shares of such series to commence on such Dividend
Payment Date, assuming, solely for purposes of the foregoing, that if on such
Valuation Date the Trust shall have delivered a Notice of Special Rate Period to
the Auction Agent pursuant to paragraph 4(d)(i) of this Part I with respect to
shares of such series, such Maximum Rate shall be the higher of (a) the Maximum
Rate for the Special Rate Period of shares of such series to commence on such
Dividend Payment Date and (b) the Maximum Rate for a Minimum Rate Period of
shares of such series to commence on such Dividend Payment Date, multiplied by
the Volatility Factor applicable to a Minimum Rate Period, or, in the event the
Trust shall have delivered a Notice of Special Rate Period to the Auction Agent
pursuant to paragraph 4(d)(i) of this Part I with respect to shares of such
series designating a Special Rate Period consisting of 49 Rate Period Days or
more, the Volatility Factor applicable to a Special Rate Period of that length
(plus the aggregate amount of dividends that would accumulate at the maximum
dividend rate or rates on any other Preferred Shares outstanding from such
respective dividend payment dates through 49th day after such Valuation Date, as
established by or pursuant to the respective statements establishing and fixing
the rights and preferences of such other Preferred Shares) (except that (1) if
such Valuation Date occurs at a time when a Failure to Deposit (or, in the case
of Preferred Shares other than Municipal Preferred, a failure similar to a
Failure to Deposit) has occurred that has not been cured, the dividend for
purposes of calculation would accumulate at the current dividend rate then
applicable to the shares in respect of which such failure has occurred and (2)
for those days during the period described in this subparagraph (C) in respect
of which the Applicable Rate in effect immediately prior to such Dividend
Payment Date will remain in effect (or, in the case of the Preferred Shares
other than Municipal Preferred, in respect of which the dividend rate or rates
in effect immediately prior to such respective dividend payment dates will
remain in effect), the dividend for purposes of calculation would accumulate at
such Applicable Rate (or other rate or rates, as the case may be) in respect of
those days); (D) the amount of anticipated expenses of the Trust for the 90 days
subsequent to such Valuation Date; (E) the amount of the Trust's Maximum
Potential Gross-up Payment Liability in respect of shares of Municipal Preferred
(and similar amounts payable in respect of other Preferred Shares pursuant to
provisions similar to those contained in paragraph 3 of Part I of this
Section 12.1) as of such Valuation Date; (F) only for purposes of Section
7(1)(ii) of Part I of this Article 12, the total market value of the floating
rate trust certificates or other instruments corresponding to the Inverse
Floaters held by the Trust as of such Valuation Date and issued by the same
issuer that issued such Inverse Floaters, provided that the total market value
of each such floating rate trust certificate or other instrument is calculated
as the sum of (i) its principal amount and (ii) the difference of (a) the
accrued interest of the municipal security or securities underlying such
floating rate trust certificate or other instrument and the corresponding
Inverse Floater less (b) the accrued interest of the corresponding Inverse
Floater; and (G) any current liabilities as of such Valuation Date to the extent
not reflected in any of (i)(A) through (i)(F) (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 Moody's guidelines, the face
value of cash, short-term Municipal Obligations rated stocktickerMIG-1, VMIG-1
or P-1, and short-term securities that are the direct obligation of the U.S.
government, provided in each case that such securities mature on or prior to the
date upon which any of (i)(A) through (i)(G) become payable, otherwise the
Moody's Discounted Value) of any of the Trust's assets irrevocably deposited by
the Trust for the payment of any of (i)(A) through (i)(G).

      "Municipal Preferred Cure Date" shall have the meaning specified in of
paragraph 11(b) of this Part I of this Section 12.1.



      "1940 Act" shall mean the Investment Company Act of 1940, as amended, or
any successor statute.

      "1940 Act Cure Date," with respect to the failure by the Trust to maintain
the 1940 Act Municipal Preferred Asset Coverage (as required by paragraph 7 of
this Part I of 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 and VMTP
Shares (or such other asset coverage as may in the future be specified in or
under the 1940 Act as the minimum asset coverage for senior securities which are
shares or stock of a closed-end investment company as a condition of declaring
dividends on its common shares or stock).

      "Notice of Redemption" shall mean any notice with respect to the
redemption of shares of Municipal Preferred pursuant to paragraph 11(c) of this
Part I of 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 this Part I of 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.

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

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

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

      "Preferred Shares" shall mean the preferred shares, without par value, of
the Trust, and includes the shares of Municipal Preferred, the VMTP Shares and
any other shares of beneficial interest hereafter authorized and issued by the
Trust of a class having priority over any other class as to distribution of
assets or payments of dividends.

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

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

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

      For purposes of this definition, the "prevailing rating" of shares of a
series of Municipal Preferred shall be (i) "aa3"/AA- or higher if such shares
have a rating of "aa3" or better by Moody's and AA- or better by Fitch 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 Moody's
and A- or better by Fitch 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 Moody's and BBB- or better by Fitch
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 Moody's and BB- or better by Fitch 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 Fitch or
Moody's to provide a rating for shares of Municipal Preferred.  If neither Fitch
nor Moody's 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.

      "Rating Agency" shall mean, as of any date and in respect of a series of
Municipal Preferred, (i) each of Moody's and Fitch and (ii) any other nationally
recognized statistical rating organization designated as a Rating Agency on such
date, in each case above, only if it maintains a current credit rating for the
shares of Municipal Preferred of such series on such date and the Board of
Trustees has not terminated its designation as a Rating Agency.

      "Rating Agency Municipal Preferred Asset Coverage" means, (i) with respect
to the asset coverage specifications of Fitch, Fitch Municipal Preferred Asset
Coverage and (ii) with respect to the asset coverage specifications of Moody's,
Moody's Municipal Preferred Asset Coverage.

      "Rating Agency Municipal Preferred Asset Coverage Cure Date," with respect
to the failure by the Trust to satisfy Fitch Municipal Preferred Asset Coverage
or Moody's Municipal Preferred Asset Coverage (as required by paragraph 7(a) of
Part I of this Statement) as of a given Valuation Date, shall mean the second
Business Day following such Valuation Date.

      "Rating Agency Municipal Preferred Asset Coverage Report" means a Moody's
Municipal Preferred Asset Coverage Report, a Fitch Municipal Preferred Asset
Coverage Report or a similar report to be provided to another Rating Agency, as
applicable.

      "Receivables for Municipal Obligations Sold" shall mean, for purposes of
calculating Moody's 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 Moody's
or (y) with counterparties having a Moody's long-term debt rating of at least
Baa3; and (ii) the Moody's 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.

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

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

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

      "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 Broker-
Dealers are required to submit Orders to the Auction Agent as specified by the
Auction Agent from time to time.

      "Submitted Bid" and "Submitted Bids" shall have the respective meanings
specified in 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 Merrill Lynch, Pierce,
Fenner & Smith, Inc., Citigroup Global Markets, Inc., Credit Suisse New York, or
Morgan Stanley & Co. 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 Goldman, Sachs &
Co., Citigroup Global Markets, Inc., Nomura Securities International, and
Barclays Capital, Inc. 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 Short-Term Municipal Bond Rate," on any date
for any Minimum Rate Period or Special Rate Period of 28 Rate Period Days or
fewer, shall mean 90% of the quotient of (A) the per annum rate expressed on an
interest equivalent basis equal to the S&P Municipal Bond 7 Day High Grade Rate
Index or any successor index (provided, however, that any such successor index
must be approved by Moody's (if Moody's is then rating the shares of Municipal
Preferred) and Fitch (if Fitch 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 or any successor thereto, based upon evaluations at par of short-term bonds
the interest on which is excludable for regular Federal Income tax purposes
under the Code, of "high grade" component issuers selected by S&P 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 maximum marginal
regular Federal individual income tax rate applicable to ordinary income or the
maximum marginal regular Federal corporate income tax rate applicable to
ordinary income (in each case expressed as a decimal), whichever is greater;
provided, however, that if the S&P Municipal Bond 7 Day High Grade Rate Index is
not made so available by 8:30 A.M., New York City time, on such date by S&P or
any successor, the Taxable Equivalent of the Short-Term Municipal Bond Rate
shall mean the quotient of (A) the per annum rate expressed on an interest
equivalent basis equal to the most recent S&P Municipal Bond 7 Day High Grade
Rate Index so made available for any preceding Business Day, divided by (B) 1.00
minus the maximum marginal regular Federal individual income tax rate applicable
to ordinary income or the maximum marginal regular Federal corporate income tax
rate applicable to ordinary income (in each case expressed as a decimal),
whichever is greater.

      "Taxable Income" shall have the meaning specified in 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 of the Treasury Note Rate, the Treasury Bill
Rate or the Treasury Note Rate shall be determined on the basis of the quotation
or quotations furnished by the remaining U.S. Government Securities Dealer or
U.S. Government Securities Dealers and any Substitute U.S. Government Securities
Dealers selected by the Trust to provide such rate or rates not being supplied
by any U.S. Government Securities Dealer or U.S. Government Securities Dealers,
as the case may be, or, if the Trust does not select any such Substitute U.S.
Government Securities Dealer or Substitute U.S. Government Securities Dealers,
by the remaining U.S. Government Securities Dealer or U.S. Government Securities
Dealers.

      "U.S. Government Securities Dealer" shall mean J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner & Smith, Inc., RBS Securities, Inc., and HSBC Bank
USA or their respective affiliates or successors, if such entity is a U.S.
government securities dealer.

      "Valuation Date" shall mean, for purposes of determining whether the Trust
is maintaining Rating Agency Municipal Preferred Asset Coverage, 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 Moody's
Volatility Factor.

      "Voting Period" shall have the meaning specified in paragraph 5(b) of this
Part I of Section 12.1.

      "VMTP Shares" shall mean Variable Rate Municipal Term Preferred Shares,
without par value, liquidation preference $25,000 per share plus an amount equal
to accumulated but unpaid dividends thereon (whether or not earned or declared),
of the Trust.  The preferences, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption of each series
of VMTP Shares are set forth in the VMTP Shares Statement.

      "VMTP Shares Statement" shall mean the Statement Establishing and Fixing
the Rights and Preferences of Variable Rate Municipal Term Preferred Shares,
together with the appendices and exhibits thereto, attached as Exhibit 2 to this
Statement.

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

2.    Dividends.

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


(2)   Cumulative Cash Dividends.  The Holders of shares of Municipal Preferred
of any series shall be entitled to receive, when, as and if declared by the
Board of Trustees, out of funds legally available therefor in accordance with
the Declaration, these By-laws and applicable law, cumulative cash dividends at
the Applicable Rate for shares of such series, determined as set forth in
subparagraph (e) of this paragraph 2, and no more (except to the extent set
forth in paragraph 3 of this Part I), payable on the Dividend Payment Dates with
respect to shares of such series determined pursuant to subparagraph (d) of this
paragraph 2.  Holders of shares of Municipal Preferred shall not be entitled to
any dividend, whether payable in cash, property or shares, in excess of full
cumulative dividends, as herein provided, on shares of Municipal Preferred.  No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on shares of Municipal Preferred which may be
in arrears, and, except to the extent set forth in subparagraph (e)(i) of this
paragraph 2, no additional sum of money shall be payable in respect of any such
arrearage.

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

(4)   Dividend Payment Dates and Adjustments Thereof.  The Dividend Payment
Dates with respect to shares of a series of Municipal Preferred shall be Monday,
datelstransMonth7Day26Year1999July 26, 1999 and each Monday thereafter with
respect to shares of Series F Municipal Preferred; provided, however, that

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

(2)         notwithstanding the foregoing provisions of this 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 this Part I.

(5)   Dividend Rates and Calculation of Dividends.

(1)         Dividend Rates.  The dividend rate on shares of Municipal Preferred
      of any series during the period from and after the Date of Original Issue
      of shares of such series to and including the last day of the Initial Rate
      Period of shares of such series shall be equal to the rate per annum set
      forth with respect to shares of such series under "Designation" in this
      Part I.  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 this Part I, an amount computed by multiplying (x) 200% of the
            Reference Rate for the Rate Period during which such Failure to
            Deposit occurs on the redemption date by (y) a fraction, the
            numerator of which shall be the number of days for which such
            Failure to Deposit is not cured in accordance with subparagraph (f)
            of this paragraph 2 (including the day such Failure to Deposit
            occurs and excluding the day such Failure to Deposit is cured) and
            the denominator of which shall be 360, and applying the rate
            obtained against the aggregate Liquidation Preference of the
            outstanding shares of such series to be redeemed, no Auction will be
            held in respect of shares of such series for the Subsequent Rate
            Period thereof and the dividend rate for shares of such series for
            such Subsequent Rate Period will be the Maximum Rate for shares of
            such series on the Auction Date for such Subsequent Rate Period;

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

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

(6)   Curing a Failure to Deposit.  A Failure to Deposit with respect to shares
of a series of Municipal Preferred shall have been cured (if such Failure to
Deposit is not solely due to the willful failure of the Trust to make the
required payments to the Auction Agent) with respect to any Rate Period of
shares of such series if, within the respective time periods described in
subparagraph (e)(i) of this 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 of the By-laws; provided,
however, that the foregoing clause (B) shall not apply to the Trust's failure to
pay the Redemption Price in respect of shares of Municipal Preferred when the
related Redemption Notice provides that redemption of such shares is subject to
one or more conditions precedent and any such condition precedent shall not have
been satisfied at the time or times and in the manner specified in such Notice
of Redemption.

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

(8)   Auction Agent as Trustee of Dividend Payments by Trust.  All moneys paid
to the Auction Agent for the payment of dividends (or for the payment of any
Late Charge) on shares of Municipal Preferred 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 of shares of Municipal Preferred 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) on shares of Municipal Preferred
will, to the extent permitted by law, be repaid to the Trust at the end of 90
days from the date on which such moneys were so to have been applied.

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

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

(11)  Dividends Designated as Exempt-Interest Dividends.  Dividends on shares of
Municipal Preferred shall be designated as exempt-interest dividends up to the
amount of tax-exempt income of the Trust, to the extent permitted by, and for
purposes of, Section 852 of the Code (or any successor statutory provision).


3.    Gross-up Payments.

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

(1)   Minimum Rate Periods and Special Rate Periods of 28 Rate Period Days or
Fewer.  If, in the case of any Minimum Rate Period or any Special Rate Period of
28 Rate Period Days or fewer, the Trust allocates any net capital gain or other
income taxable for Federal income tax purposes to a dividend paid on shares of
Municipal Preferred without having given advance notice thereof to the Auction
Agent as provided in paragraph 5 of Part II of this Section of the By-laws (such
allocation being referred to herein as a "Taxable Allocation") solely by reason
of the fact that such allocation is made retroactively as a result of the
redemption of all or a portion of the outstanding shares of Municipal Preferred
or the liquidation of the Trust, the Trust shall, prior to the end of the
calendar year in which such dividend was paid, provide notice thereof to the
Auction Agent and direct the Trust's dividend disbursing agent to send such
notice with a Gross-up Payment to each Holder of such shares that was entitled
to such dividend payment during such calendar year at such Holder's address as
the same appears or last appeared on the record books of the Trust.

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

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

4.    Designation of Special Rate Periods.

(1)   Length of and Preconditions for Special Rate Period.  The Trust, at its
option, may designate any succeeding Subsequent Rate Period of shares of a
series of Municipal Preferred as a Special Rate Period consisting of a specified
number of Rate Period Days evenly divisible by seven and not more than 1,820,
subject to adjustment as provided in subparagraph (b) of this 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 this Part I with respect to
any shares of such series, the Redemption Price with respect to such shares
shall have been deposited with the Auction Agent.  In the event the Trust wishes
to designate any succeeding Subsequent Rate Period for shares of a series of
Municipal Preferred as a Special Rate Period consisting of more than 28 Rate
Period Days, the Trust shall notify Fitch (if Fitch is then rating such series)
and Moody's (if Moody's 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 Fitch (if
Fitch is then rating such series) and Moody's (if Moody's is then rating such
series) with such documents as either may request.

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

(3)   Notice of Proposed Special Rate Period.  If the Trust proposes to
designate any succeeding Subsequent Rate Period of shares of a series of
Municipal Preferred as a Special Rate Period pursuant to subparagraph (a) of
this 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 first-class mail, postage prepaid, to the Holders of shares of such
series.  Each such notice shall state (A) that the Trust may exercise its option
to designate a succeeding Subsequent Rate Period of shares of such series as a
Special Rate Period, specifying the first day thereof and (B) that the Trust
will, by 11:00 A.M., New York City time, on the second Business Day next
preceding such date (or by such later time or date, or both, as may be agreed to
by the Auction Agent) notify the Auction Agent of either (x) its determination,
subject to certain conditions, to exercise such option, in which case the Trust
shall specify the Special Rate Period designated, or (y) its determination not
to exercise such option.

(4)   Notice of Special Rate Period.  No later than 11:00 A.M., New York City
time, on the second Business Day next preceding the first day of any proposed
Special Rate Period of shares of a series of Municipal Preferred as to which
notice has been given as set forth in subparagraph (c) of this 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:


(1)         a notice ("Notice of Special Rate Period") stating (A) that the
      Trust has determined to designate the next succeeding Rate Period of
      shares of such series as a Special Rate Period, specifying the same and
      the first day thereof, (B) the Auction Date immediately prior to the first
      day of such Special Rate Period, (C) that such Special Rate Period shall
      not commence if (1) an Auction for shares of such series shall not be held
      on such Auction Date for any reason or (2) an Auction for shares of such
      series shall be held on such Auction Date but Sufficient Clearing Bids for
      shares of such series shall not exist in such Auction, (D) the scheduled
      Dividend Payment Dates for shares of such series during such Special Rate
      Period and (E) the Special Redemption Provisions, if any, applicable to
      shares of such series in respect of such Special Rate Period; such notice
      to be accompanied by a Moody's Municipal Preferred Asset Coverage Report
      showing that, as of the third Business Day next preceding such proposed
      Special Rate Period, the Trust maintains Moody's Municipal Preferred Asset
      Coverage (if Moody's is then rating such series) 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 Moody's
      Discount Factors applicable to Moody's 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 Moody's
      Discount Factor herein); or

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

(5)   Failure to Deliver Notice of Special Rate Period.  If the Trust fails to
deliver either of the notices described in subparagraphs (d)(i) or (d)(ii) of
this paragraph 4 (and, in the case of the notice described in subparagraph
(d)(i) of this paragraph 4, a Moody's Municipal Preferred Asset Coverage Report
to the effect set forth in such subparagraph (if Moody's 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 Moody's (if Moody's is then rating the
series in question) and Fitch (if Fitch is then rating the series in question) a
copy of such notice.

5.    Voting Rights.

(1)   One Vote Per Share of Municipal Preferred.  Except as otherwise provided
in the Declaration, this 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 all shareholders of the Trust, and (ii) the Holders of outstanding
Preferred Shares, including each share of Municipal Preferred and each share of
VMTP Shares, 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 and VMTP Shares, 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 and each VMPT Share, 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
and VMTP Shares, voting together as a single class, shall elect the balance of
the trustees.

(2)   Voting For Additional Trustees.

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

                  (A)  if at the close of business on any dividend payment date
            accumulated dividends (whether or not earned or declared) on any
            outstanding Preferred Share, including Municipal Preferred or VMTP
            Shares, 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 of Preferred Shares upon the further
occurrence of any of the events described in this subparagraph (b)(i).

(2)         Notice of Special Meeting.  As soon as practicable after the accrual
      of any right of the Holders of Preferred Shares to elect additional
      trustees as described in subparagraph (b)(i) of this 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 of Preferred Shares
      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 elect the number
      of trustees prescribed in subparagraph (b)(i) of this paragraph 5 on a
      one-vote-per-share basis.

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

(4)         Terms of Office of Certain Trustees to Terminate Upon Termination of
      Voting Period.  Simultaneously with the termination of a Voting Period,
      the term of office of the additional trustees elected by the Holders of
      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 of Preferred Shares 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.

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

(1)         Increases in Capitalization.  So long as any shares of Municipal
      Preferred are outstanding, the Trust shall not, without the affirmative
      vote or consent of the Holders of at least a majority of the shares of
      Municipal Preferred outstanding at the time, in person or by proxy, either
      in writing or at a meeting, voting as a separate class: (a) authorize,
      create or issue any class or series of shares ranking prior to or on a
      parity with shares of Municipal Preferred with respect to the payment of
      dividends or the distribution of assets upon dissolution, liquidation or
      winding up of the affairs of the Trust, or authorize, create or issue
      additional shares of any series of Municipal Preferred (except that,
      notwithstanding the foregoing, but subject to the provisions of
      paragraph 10(c) of this Part I, the Board of Trustees, without the vote or
      consent of the Holders of Municipal Preferred, may from time to time
      authorize and create, and the Trust may from time to time issue,
      additional shares of any series of Municipal Preferred or classes or
      series of Preferred Shares ranking on a parity with shares of Municipal
      Preferred with respect to the payment of dividends and the distribution of
      assets upon dissolution, liquidation or winding up of the affairs of the
      Trust; provided, however, that if Moody's or Fitch is not then rating the
      shares of Municipal Preferred, the aggregate liquidation preference of all
      Preferred Shares of the Trust outstanding after any such issuance,
      exclusive of accumulated and unpaid dividends, may not exceed $90,000,000)
      or (b) amend, alter or repeal the provisions of the Declaration or the By-
      Laws, including this 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 Moody's or Fitch 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, Moody's Municipal Preferred Asset Coverage, or Fitch
      Municipal Preferred Asset Coverage.  So long as any shares of Municipal
      Preferred are outstanding, the Trust shall not, without the affirmative
      vote or consent of the Holders of at least 66 2/3% of the shares of
      Municipal Preferred outstanding at the time, in person or by proxy, either
      in writing or at a meeting, voting as a separate class, file a voluntary
      application for relief under Federal bankruptcy law or any similar
      application under state law for so long as the Trust is solvent and does
      not foresee becoming insolvent.  If any action set forth above would
      adversely affect the rights of one ore more series (the "Affected Series")
      of Municipal Preferred in a manner different from any other series of
      Municipal Preferred, the Trust will not approve any such action without
      the affirmative vote or consent of the Holders of at least a majority of
      the shares of each such Affected Series outstanding at the time, in person
      or by proxy, either in writing or at a meeting (each such Affected Series
      voting at a separate class).  See also Section 2.8 of Exhibit 2 for
      related requirements with respect to VMTP Shares.

(2)         1940 Act Matters.  Unless a higher percentage is provided for in the
      Declaration or these By-laws, (A) the affirmative vote of the Holders of
      at least a majority of the Preferred Shares, including Municipal Preferred
      and VMTP Shares, outstanding at the time, voting as a separate class,
      shall be required to approve any conversion of the Trust from a closed-end
      to an open-end investment company and (B) the affirmative vote of the
      Holders of a "majority of the outstanding Preferred Shares," including
      Municipal Preferred and VMTP Shares, 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 and VMTP Shares, 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 Moody's (if Moody's is then rating
      the shares of Municipal Preferred) and Fitch (if Fitch 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 Moody's (if Moody's is then rating the shares of
      Municipal Preferred) and Fitch (if Fitch is then rating the shares of
      Municipal Preferred) of the results of such vote.

(4)   Board May Take Certain Actions Without Shareholder Approval.  The Board of
Trustees, without the vote or consent of the shareholders of the Trust, may from
time to time amend, alter or repeal any or all of the definitions of the terms
listed below, or any provision of this Section 12.1 of the By-laws viewed by
Moody's or Fitch 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 Moody's
(such confirmation being required to be obtained only in the event Moody's is
rating the shares of Municipal Preferred) and Fitch (such confirmation being
required to be obtained only in the event Fitch is rating the shares of
Municipal Preferred) that any such amendment, alteration or repeal would not
impair the ratings then assigned by Moody's or Fitch, as the case may be, to
shares of Municipal Preferred: Deposit Securities, Discounted Value, Escrowed
Bonds, Market Value, Maximum Potential Gross-up Payment Liability, Moody's
Discount Factor, Moody's Eligible Asset, Moody's Exposure Period, Moody's
Volatility Factor, Moody's Municipal Preferred Asset Coverage, Moody's Municipal
Preferred Asset Coverage Report,  Municipal Preferred Basic Maintenance Amount,
1940 Act Cure Date, 1940 Act Municipal Preferred Asset Coverage, Rating Agency
Municipal Preferred Asset Coverage, Rating Agency Municipal Preferred Asset
Coverage Report, Rating Agency Municipal Preferred Asset Coverage Cure Date,
Receivables for Municipal Obligations Sold, Valuation Date and Volatility
Factor.

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

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

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

(7)   Voting for Trustees Sole Remedy for Trust's 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 of shares of Municipal Preferred
shall be the right to vote for Trustees pursuant to the provisions of this
paragraph 5.

(8)   Holders of Shares of Municipal Preferred Entitled to Vote.  For purposes
of determining any rights of the Holders of shares of Municipal Preferred to
vote on any matter, whether such right is created by this Section 12.1, by the
other provisions of these By-laws or the Declaration, by statute or otherwise,
no Holder of shares of Municipal Preferred 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 this Part I
and the Redemption Price for the redemption of such shares shall have been
deposited in trust with the Auction Agent for that purpose.  No shares of
Municipal Preferred held by the Trust or any affiliate of the Trust (except for
shares held by a Broker-Dealer that is an affiliate of the Trust for the account
of its customers) shall have any voting rights or be deemed to be outstanding
for voting or other purposes.

6.    1940 Act Municipal Preferred Asset Coverage.

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

7.    Rating Agency Municipal Preferred Asset Coverage.

(1)   So long as shares of Municipal Preferred are outstanding, the Trust shall
maintain, on each Valuation Date, and shall verify to its satisfaction that it
is maintaining on such Valuation Date, both (i) Fitch Municipal Preferred Asset
Coverage (if Fitch is then rating the shares of Municipal Preferred) and (ii)
Moody's Municipal Preferred Asset Coverage (if Moody's is then rating the shares
of Municipal Preferred).

(2)   On or before 5:00 P.M., New York City time, on the third Business Day
after a Valuation Date on which the Trust fails to satisfy the Rating Agency
Municipal Preferred Asset Coverage specified by a particular Rating Agency, and
on the third Business Day after the Rating Agency Municipal Preferred Asset
Coverage Cure Date with respect to such Valuation Date, the Trust shall complete
and deliver to such Rating Agency (if such Rating Agency is then rating the
shares of Municipal Preferred) and the Auction Agent the Rating Agency Municipal
Preferred Asset Coverage Report called for by such Rating Agency, as of the date
of such failure or such Rating Agency Municipal Preferred Asset Coverage 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 Rating Agency
Municipal Preferred Asset Coverage Report.

      The Trust shall also deliver (i) a Rating Agency Municipal Preferred Asset
Coverage Report for each Rating Agency then rating the shares of Municipal
Preferred to the Auction Agent (if either Moody's or Fitch 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) (A) a Fitch Municipal Preferred Asset
Coverage Report to Fitch (if Fitch is then rating the shares of Municipal
Preferred) if and when requested for any Valuation Date by Fitch or as otherwise
required under the Fitch Criteria  and (B) a Moody's Municipal Preferred Asset
Coverage Report to Moody's (if Moody's is then rating the shares of Municipal
Preferred), if and when requested for any Valuation Date by Moody's, on or
before the third Business Day after such request. A failure by the Trust to
deliver a Rating Agency Municipal Preferred Asset Coverage Report to a Rating
Agency pursuant to the preceding sentence shall be deemed to be delivery of a
Rating Agency Municipal Preferred Asset Coverage Report to such Rating Agency
indicating the Trust has failed to maintain Rating Agency Municipal Preferred
Asset Coverage as specified by such Rating Agency, as of the relevant Valuation
Date.

(3)   As frequently as requested by Moody's (if Moody's is then rating the
shares of Municipal Preferred), the Trust shall cause the Independent Accountant
to confirm in writing to Moody's and the Auction Agent (i) the mathematical
accuracy of the calculations reflected in a Moody's Municipal Preferred Asset
Coverage Report and (ii) that, in such Report, the Trust determined in
accordance with this paragraph whether the Trust had, at the time of such
request, Moody's Eligible Assets (if Moody's 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 "Accountant's Confirmation").

(4)   With respect to Moody's ratings of the Municipal Preferred, within ten
Business Days after the date of delivery of a Moody's Municipal Preferred Asset
Coverage Report in accordance with subparagraph (b) of this paragraph 7 relating
to any Valuation Date on which the Trust failed to satisfy Moody's Municipal
Preferred Asset Coverage, and relating to the Rating Agency Municipal Preferred
Asset Coverage Cure Date with respect to such failure to satisfy Moody's
Municipal Preferred Asset Coverage, the Trust shall cause the Independent
Accountant to provide to Moody's (if Moody's is then rating the shares of
Municipal Preferred) and the Auction Agent an Accountant's Confirmation as to
such Moody's Municipal Preferred Asset Coverage Report.

(5)   If any Accountant's Confirmation delivered pursuant to subparagraph (c) or
(d) of this paragraph 7 shows that an error was made in the Moody's Municipal
Preferred Asset Coverage Report for a particular Valuation Date for which such
Accountant's Confirmation was required to be delivered, or shows that a lower
aggregate Discounted Value for the aggregate of all Moody's Eligible Assets (if
Moody's 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 Moody's Municipal Preferred Asset Coverage Report to Moody's (if
Moody's is then rating the shares of Municipal Preferred) and the Auction Agent
promptly following receipt by the Trust of such Accountant's Confirmation.

(6)   On or before 5:00 p.m., New York City time, on the first Business Day
after the Date of Original Issue of any shares of Municipal Preferred, the Trust
shall complete and deliver to Moody's (if Moody's is then rating the shares of
Municipal Preferred) a Moody's Municipal Preferred Asset Coverage Report as of
the close of business on such Date of Original Issue.

(7)   On or before 5:00 p.m., New York City time, on the third Business Day
after the Trust shall have redeemed Common Shares, the Trust will complete and
deliver (i) a Fitch Municipal Preferred Asset Coverage Report to Fitch and (ii)
a Moody's Municipal Preferred Asset Coverage Report to Moody's as of the date of
such event. In addition, on or before 5:00P.M., New York City time, on the third
Business Day after the ratio of the Discounted Value of Moody's Eligible Assets
to the Municipal Preferred Basic Maintenance Amount is less than or equal to
105%, the Trust shall complete and deliver to Moody's a Moody's Municipal
Preferred Asset Coverage Report as of the date of such event.

8.    [Reserved].

9.    Restrictions on Dividends and Other Distributions.

(1)   Dividends on Preferred Shares Other Than Municipal Preferred.  Except as
set forth in the next sentence, no dividends shall be declared or paid or set
apart for payment on the shares of any class or series of shares of beneficial
interest of the Trust ranking, as to the payment of dividends, on a parity with
shares of Municipal Preferred (including, without limitation, VMTP Shares) 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 (including, without limitation,
VMTP Shares) through their most recent respective dividend payment dates, all
dividends declared upon shares of Municipal Preferred and any other such class
or series of shares of beneficial interest ranking on a parity as to the payment
of dividends with shares of Municipal Preferred shall be declared pro rata so
that the amount of dividends declared per share on shares of Municipal Preferred
and such other class or series of shares of beneficial interest shall in all
cases bear to each other the same ratio that accumulated dividends per share on
the shares of Municipal Preferred and such other class or series of shares of
beneficial interest bear to each other (for purposes of this sentence, the
amount of dividends declared per share of Municipal Preferred shall be based on
the Applicable Rate for such shares for the Dividend Periods during which
dividends were not paid in full).

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

(3)   Other Restrictions on Dividends and Other Distributions.  For so long as
any share of Municipal Preferred is outstanding, and except as set forth in
subparagraph (a) of this paragraph 9 and paragraph 12(c) of this Part I, (A) the
Trust shall not declare, pay or set apart for payment any dividend or other
distribution (other than a dividend or distribution paid in shares of, or in
options, warrants or rights to subscribe for or purchase, Common Shares or other
shares, if any, ranking junior to the shares of Municipal Preferred as to the
payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up) in respect of the Common Shares or any other shares
of the Trust ranking junior to or on a parity with the shares of Municipal
Preferred as to the payment of dividends or the distribution of assets upon
dissolution, liquidation or winding up, or call for redemption, redeem, purchase
or otherwise acquire for consideration any Common Shares or any other such
junior shares (except by conversion into or exchange for shares of the Trust
ranking junior to the shares of Municipal Preferred as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up), or any such parity shares (except by conversion into or exchange
for shares of the Trust ranking junior to or on a parity with Municipal
Preferred as to the payment of dividends and the distribution of assets upon
dissolution, liquidation or winding up), unless (i) full cumulative dividends on
shares of each series of Municipal Preferred through its most recently ended
Dividend Period shall have been paid or shall have been declared and sufficient
funds for the payment thereof deposited with the Auction Agent and (ii) the
Trust has redeemed the full number of shares of Municipal Preferred required to
be redeemed by any provision for mandatory redemption pertaining thereto, and
(B) the Trust shall not declare, pay or set apart for payment any dividend or
other distribution (other than a dividend or distribution paid in shares of, or
in options, warrants or rights to subscribe for or purchase, Common Shares or
other shares, if any, ranking junior to shares of Municipal Preferred as to the
payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up) in respect of Common Shares or any other shares of
the Trust ranking junior to shares of Municipal Preferred as to the payment of
dividends or the distribution of assets upon dissolution, liquidation or winding
up, or call for redemption, redeem, purchase or otherwise acquire for
consideration any Common Shares or any other such junior shares (except by
conversion into or exchange for shares of the Trust ranking junior to shares of
Municipal Preferred as to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up), unless immediately after
such transaction the Trust satisfies Moody's Municipal Preferred Asset Coverage
and Fitch Municipal Preferred Asset Coverage.

10.   Rating Agency Restrictions.

      For so long as any shares of Municipal Preferred are outstanding and Fitch
is rating such shares, the Trust will not, unless it has received confirmation
from Fitch that any such action would not impair the ratings then assigned by
Fitch to such shares, 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.

      In addition, for so long as any shares of Municipal Preferred are
outstanding and Moody's is rating such shares, the Trust will not, unless it has
received written confirmation from Moody's that any such action would not impair
the ratings then assigned by Moody's to such shares, engage in any one or more
of the following transactions:

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

(1)               the Trust will not engage in any Hedging Transaction based on
      the Municipal Index (other than transactions which terminate a futures
      contract or option held by the Trust by the Trust's 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 Trust's total assets
      divided by $1,000 or (C) outstanding futures contracts based on the
      Municipal Index exceeding in number 10% of the average number of daily
      open interest futures contracts based on the Municipal Index in the 30
      days preceding the time of effecting such transaction as reported by The
      Wall Street Journal.

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

(3)         the Trust will engage in Closing Transactions to close out any
      outstanding futures contract which the Trust owns or has sold or any
      outstanding option thereon owned by the Trust in the event (A) the Trust
      fails to maintain Moody's Municipal Preferred Asset Coverage on two
      consecutive Valuation Dates and (B) the Trust is required to pay Variation
      Margin on the second such Valuation Date;

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

(5)         when the Trust writes a futures contract or option thereon, it will
      maintain any liquid assets for Moody's purposes in a segregated account
      with the Trust's 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 Trust's 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 Moody's Municipal
Preferred Asset Coverage, 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 Moody's Eligible Assets shall be reduced by an
amount equal to (I) 30% of the aggregate settlement value, as marked to market,
of any outstanding futures contracts based on the Municipal Index which are
owned by the Trust plus (II) 25% of the aggregate settlement value, as marked to
market, of any outstanding futures contracts based on Treasury Bonds which
contracts are owned by the Trust.

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

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

(4)   engage in any short sales of securities;

(5)   lend securities;

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

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

(8)   enter into reverse repurchase agreements.

11.   Redemption.

(1)   Optional Redemption.

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

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

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

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

(5)         The Trust may not on any date mail a Notice of Redemption pursuant
      to subparagraph (c) of this 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 Trust
      satisfies Moody's Municipal Preferred Asset Coverage (if Moody's is then
      rating the shares of Municipal Preferred) and Fitch Municipal Preferred
      Asset Coverage (if Fitch is then rating the shares of Municipal
      Preferred), and would maintain both Moody's Municipal Preferred Asset
      Coverage (if Moody's is then rating the shares of Municipal Preferred) and
      Fitch Municipal Preferred Asset Coverage (if Fitch is then rating the
      shares of Municipal Preferred) 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 Trust has
      maintained Moody's Municipal Preferred Asset Coverage, the Moody's
      Discount Factors applicable to Moody's 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 Moody's
      Discount Factor herein.

(2)   Mandatory Redemption.  The Trust shall redeem, at a redemption price equal
to $25,000 per share plus accumulated but unpaid dividends thereon (whether or
not earned or declared) to (but not including) the date fixed by the Board of
Trustees for redemption, certain of the shares of Municipal Preferred and other
Preferred Shares, if the Trust fails to maintain either Moody's Municipal
Preferred Asset Coverage or Fitch Municipal Preferred Asset Coverage, or fails
to maintain the 1940 Act Municipal Preferred Asset Coverage, in accordance with
the requirements of the Rating Agency or Rating Agencies then rating the shares
of Municipal Preferred, and such failure is not cured on or before the Rating
Agency Municipal Preferred Asset Coverage Cure Date or the 1940 Act Cure Date,
as the case may be (as applicable, the "Municipal Preferred Cure Date").  The
number of shares of Municipal Preferred and other Preferred Shares 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, including VMTP
Shares, subject to redemption or retirement, the redemption of which, if deemed
to have occurred immediately prior to the opening of business on the Municipal
Preferred Cure Date, would have resulted in the Trust maintaining both Moody's
Municipal Preferred Asset Coverage and Fitch Municipal Preferred Asset Coverage
or maintaining the 1940 Act Municipal Preferred Asset Coverage, as the case may
be, on such Municipal Preferred Cure Date (provided, however, that if there is
no such minimum number of shares of Municipal Preferred and other Preferred
Shares, including VMTP Shares, the redemption or retirement of which would have
had such result, all shares of Municipal Preferred and Preferred Shares,
including VMTP Shares, then outstanding shall be redeemed), and (ii) the maximum
number of shares of Municipal Preferred, together with all other Preferred
Shares, including VMTP Shares, subject to redemption or retirement, that can be
redeemed out of funds expected to be legally available therefor in accordance
with the Declaration, the By-laws, this Statement 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 both Fitch Municipal Preferred Asset Coverage and Moody's
Municipal Preferred Asset Coverage or the 1940 Act Municipal Preferred Asset
Coverage, as the case may be, pro rata among shares of Municipal Preferred and
other Preferred Shares, including VMTP 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 Municipal
Preferred 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, including VMTP 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 Municipal Preferred Cure Date,
the Trust shall redeem those shares of Municipal Preferred and other Preferred
Shares, including VMTP 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.  See also Sections 2.4(a), 2.4(c) and 2.5(b) of Exhibit 2 for
additional mandatory redemption provisions relating to the Municipal Preferred.

(3)   Notice of Redemption.  If the Trust shall determine or be required to
redeem shares of a series of Municipal Preferred pursuant to subparagraph (a) or
(b) of this 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 Holder's 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 of shares of Municipal
Preferred 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 such redemption unless each
such condition shall have been satisfied at the time or times and in the manner
specified in such Notice of Redemption.

(4)   No Redemption of Shares of Municipal Preferred 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 of
Municipal Preferred 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.  See also Section 2.5(d)(iv) of
Exhibit 2 for additional provisions relating to prohibitions on redemption.

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

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

(7)   Shares for Which Notice of Redemption Has Been Given Are No Longer
Outstanding.  Provided a Notice of Redemption has been mailed pursuant to
subparagraph (c) of this 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 (except
as provided below), and all rights of the Holders of the shares of Municipal
Preferred 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 paragraphs 2(e)(i) and 3 of this
Part I; provided, however, that unless otherwise provided in the Fitch Criteria,
such shares shall be deemed to be outstanding for purposes of calculating Fitch
Municipal Preferred Asset Coverage (but not for the other purposes specified
above, including with respect to the rights of Holders of shares of Municipal
Preferred).  Upon surrender in accordance with the Notice of Redemption of the
certificates for any shares of Municipal Preferred 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 of Municipal
Preferred represented by any such certificate are redeemed, a new certificate
shall be issued, representing the unredeemed shares, without cost to the Holder
thereof.  The Trust shall be entitled to receive from the Auction Agent,
promptly after the date fixed for redemption, any cash deposited with the
Auction Agent in excess of (i) the aggregate Redemption Price of the shares of
Municipal Preferred called for redemption on such date and (ii) all other
amounts to which Holders of shares of Municipal Preferred called for redemption
may be entitled.  Any funds so deposited that are unclaimed at the end of 90
days from such redemption date shall, to the extent permitted by law, be repaid
to the Trust, after which time the Holders of shares of Municipal Preferred so
called for redemption may look only to the Trust for payment of the Redemption
Price and all other amounts to which they may be entitled.  The Trust shall be
entitled to receive, from time to time after the date fixed for redemption, any
interest on the funds so deposited.

(8)   Compliance With Applicable Law.  In effecting any redemption pursuant to
this 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 StateplaceMassachusetts law.

(9)   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 By-laws 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.

(1)   Ranking.  The shares of a series of Municipal Preferred shall rank on a
parity with each other, with shares of any other series of Municipal Preferred
and with shares of any other class or series of Preferred Shares (including VMTP
Shares) as to the distribution of assets upon dissolution, liquidation or
winding up of the affairs of the Trust. In this regard, the provisions of this
Section 12 shall be applied consistently with Section 2.3 of Exhibit 2 relating
to VMTP Shares such that the Holders of shares of Municipal Preferred and
Holders of VMTP Shares are treated on a parity with one another with respect to
any such distribution.

(2)   Distributions to Municipal Preferred Upon Liquidation.  Upon the
dissolution, liquidation or winding up of the affairs of the Trust, whether
voluntary or involuntary, the Holders of shares of Municipal Preferred then
outstanding shall be entitled to receive and to be paid out of the assets of the
Trust available for distribution to its shareholders, before any payment or
distribution shall be made on the Common Shares or on any other class of shares
of the Trust ranking junior to the Municipal Preferred upon dissolution,
liquidation or winding up, an amount equal to the Liquidation Preference with
respect to such shares plus an amount equal to all dividends thereon (whether or
not earned or declared) accumulated but unpaid to (but not including) the date
of final distributions in same-day funds, together with any payments required to
be made pursuant to paragraph 3 of this Part I in connection with the
liquidation of the Trust.  After the payment to the Holders of the shares of
Municipal Preferred of the full preferential amounts provided for in this
subparagraph (b), the Holders of Municipal Preferred as such shall have no right
or claim to any of  the remaining assets of the Trust.

(3)   Pro Rata Distributions.  In the event the assets of the Trust available
for distribution to the Holders of shares of Municipal Preferred upon any
dissolution, liquidation, or winding up of the affairs of the Trust, whether
voluntary or involuntary, shall be insufficient to pay in full all amounts to
which such Holders are entitled pursuant to subparagraph (b) of this
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 (including, without limitation, VMTP Shares) with respect to
the distribution of assets upon such dissolution, liquidation or winding up
unless proportionate distributive amounts shall be paid on account of the shares
of Municipal Preferred, ratably, in proportion to the full distributable amounts
for which Holders of all such parity shares are respectively entitled upon such
dissolution, liquidation or winding up.

(4)   Rights of Junior Shares.  Subject to the rights of the Holders of shares
of any series or class or classes of shares ranking on a parity with the shares
of Municipal Preferred with respect to the distribution of assets upon
dissolution, liquidation or winding up of the affairs of the Trust (including,
without limitation, VMTP Shares), after payment shall have been made in full to
the Holders of the shares of Municipal Preferred as provided in subparagraph (b)
of this paragraph 12, but not prior thereto, any other series or class or
classes of shares ranking junior to the shares of Municipal Preferred with
respect to the distribution of assets upon dissolution, liquidation or winding
up of the affairs of  the Trust shall, subject to the respective terms and
provisions (if any) applying thereto, be entitled to receive any and all assets
remaining to be paid or distributed, and the Holders of the shares of Municipal
Preferred shall not be entitled to share therein.

(5)   Certain Events Not Constituting Liquidation.  Neither the sale of all or
substantially all of the property or business of the Trust, nor the merger or
consolidation of the Trust into or with any Massachusetts business trust or
corporation nor the merger or consolidation of any Massachusetts business trust
or corporation into or with the Trust shall be a dissolution, liquidation or
winding up, whether voluntary or involuntary, for the purposes of this
paragraph 12.

13.   Miscellaneous.

(1)   Amendment of this Section 12.1 to Add Additional Series of Municipal
Preferred.  Subject to the provisions of subparagraph (c) of paragraph 10 of
this Part I and the applicable provisions regarding VMTP Shares in Exhibit 2,
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 Section 12.1 to (1) reflect any amendment hereto which
the Board of Trustees is entitled to adopt pursuant to the terms of this
Section 12.1 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.

(2)   [Reserved]

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

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

(5)   Board May Resolve Ambiguities.  To the extent permitted by applicable law,
the Board of Trustees may interpret or adjust the provisions of this
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 the issuance of shares of such series.

(6)   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 Section 12.1.

(7)   Notices.  All notices or communications, unless otherwise specified in the
By-Laws of the Trust or this Section 12.1, shall be sufficiently given if in
writing and delivered in person or mailed by first-class mail, postage prepaid.


                                     PART II

14.   Orders.

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

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

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

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

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


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

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

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

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

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

(3)               the number of Outstanding shares of such series specified in
            such Bid if the rate specified therein shall be higher than the
            Maximum Rate for shares of such series, or such number or a lesser
            number of Outstanding shares of such series to be determined as set
            forth in paragraph 4(b)(iii) of this Part II if the rate specified
            therein shall be higher than the Maximum Rate for shares of such
            series and Sufficient Clearing Bids for shares of such series do not
            exist.

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

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

                  (B)  such number or a lesser number of Outstanding shares of
            such series as set forth in paragraph 4(b)(iii) of this Part II if
            Sufficient Clearing Bids for shares of such series do not exist;

      provided, however, that a Broker-Dealer that is an Existing Holder with
      respect to shares of a series of Municipal Preferred shall not be liable
      to any Person for failing to sell such shares pursuant to a Sell Order
      described in the proviso to paragraph 2(c) of this Part II if (1) such
      shares were transferred by the Beneficial Owner thereof without compliance
      by such Beneficial Owner or its transferee Broker-Dealer (or other
      transferee person, if permitted by the Trust) with the provisions of
      paragraph 7 of this Part II or (2) such Broker-Dealer has informed the
      Auction Agent pursuant to the terms of its Broker-Dealer Agreement that,
      according to such Broker-Dealer's records, such Broker-Dealer believes it
      is not the Existing Holder of such shares.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            exceeds or is equal to the sum of:

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

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

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

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

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

(2)               (I) each such Submitted Bid of Potential Holders specifying
            such lowest rate and (II) all other such Submitted Bids of Potential
            Holders specifying lower rates were accepted;

      would result in such Existing Holders described in subclause (A) above
      continuing to hold an aggregate number of Outstanding shares of such
      series which, when added to the number of Outstanding shares of such
      series to be purchased by such Potential Holders described in subclause
      (B) above, would equal not less than the Available Municipal Preferred of
      such series.

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

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

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

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

(3)   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 S&P Municipal Bond 7 Day High
Grade Rate 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 maximum marginal
regular Federal individual income tax rate applicable to ordinary income or the
maximum marginal regular Federal corporate income tax rate applicable to
ordinary income, whichever is greater; provided, however, that if the Trust has
notified the Auction Agent of its intent to allocate to shares of such series in
such Rate Period any net capital gains or other income taxable for Federal
income tax purposes ("Taxable Income"), the Applicable Rate for shares of such
series for such Rate Period will be (i) if the Taxable Yield Rate (as defined
below) is greater than the Benchmark Rate, then the Benchmark Rate, or (ii) if
the Taxable Yield Rate is less than or equal to the Benchmark Rate, then the
rate equal to the sum of (x) the lesser of the S&P Municipal Bond 7 Day High
Grade Rate Index (if such Rate Period consists of fewer than 183 Rate Period
Days) or the product of the Benchmark Rate multiplied by the factor set forth in
the preceding clause (B) and (y) the product of the maximum marginal regular
Federal individual income tax rate applicable to ordinary income or the maximum
marginal regular Federal corporate income tax applicable to ordinary income,
whichever is greater, multiplied by the Taxable Yield Rate.  For purposes of the
foregoing, "Taxable Yield Rate" means the rate determined by (a) dividing the
amount of Taxable Income available for distribution per such share of Municipal
Preferred by the number of days in the Dividend Period in respect of which such
Taxable Income is contemplated to be distributed, (b) multiplying the amount
determined in (a) above by 365 (in the case of a Dividend Period of 7 Rate
Period Days) or 360 (in the case of any other Dividend Period), and (c) dividing
the amount determined in (b) above by $25,000.

17.   Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and
Allocation of Shares.  Existing Holders shall continue to hold the shares of
Municipal Preferred that are subject to Submitted Hold Orders, and, based on the
determinations made pursuant to subparagraph (a) of paragraph 3 of this Part II,
the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by
the Auction Agent and the Auction Agent shall take such other action as set
forth below:

(1)   If Sufficient Clearing Bids for shares of a series of Municipal Preferred
have been made, all Submitted Sell Orders with respect to shares of such series
shall be accepted and, subject to the provisions of subparagraphs (d) and (e) of
this 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:

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

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

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

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

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

(2)   If Sufficient Clearing Bids for shares of a series of Municipal Preferred
have not been made (other than because all of the Outstanding shares of such
series are subject to Submitted Hold Orders), subject to the provisions of
subparagraph (d) of this 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:

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

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

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

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

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

(5)   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.

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

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

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

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

20.   Transfer of Shares of Municipal Preferred.  Unless otherwise permitted by
the Trust, a Beneficial Owner or an Existing Holder may sell, transfer or
otherwise dispose of shares of Municipal Preferred only in whole shares and only
pursuant to a Bid or Sell Order placed with the Auction Agent in accordance with
the procedures described in this Part II or to a Broker-Dealer; provided,
however, that (a) a sale, transfer or other disposition of shares of Municipal
Preferred from a customer of a Broker-Dealer who is listed on the records of
that Broker-Dealer as the holder of such shares to that Broker-Dealer or another
customer of that Broker-Dealer shall not be deemed to be a sale, transfer or
other disposition for purposes of this paragraph 7 if such Broker-Dealer remains
the Existing Holder of the shares so sold, transferred or disposed of
immediately after such sale, transfer or disposition and (b) in the case of all
transfers other than pursuant to Auctions, the Broker-Dealer (or other Person,
if permitted by the Trust) to whom such transfer is made shall advise the
Auction Agent of such transfer.

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

                                   Article 13.
                                   Amendments

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

EX-99.77B ACCT LTTR

             Report of Independent Registered Public Accounting Firm


To the Shareholders and Board of Trustees of
MFS High Yield Municipal Trust

In  planning  and  performing  our audit of the financial statements of MFS High
Yield Municipal Trust (the Fund) as of and for the year ended November 30, 2012,
in accordance with the standards  of  the  Public  Company  Accounting Oversight
Board (United States), we considered the Fund's internal control  over financial
reporting,  including  controls  over  safeguarding  securities, as a basis  for
designing our auditing procedures for the purpose of expressing  our  opinion on
the financial statements and to comply with the requirements of Form N-SAR,  but
not  for the purpose of expressing an opinion on the effectiveness of the Fund's
internal  control  over  financial  reporting.  Accordingly,  we express no such
opinion.

The  management  of  the  Fund  is responsible for establishing and  maintaining
effective  internal  control  over  financial   reporting.  In  fulfilling  this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls.  A  company's  internal control
over  financial reporting is a process designed to provide reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with generally accepted
accounting  principles.  A  company's  internal control over financial reporting
includes those policies and procedures that  (1)  pertain  to the maintenance of
records   that,  in  reasonable  detail,  accurately  and  fairly  reflect   the
transactions  and  dispositions  of  the  assets  of  the  company;  (2) provide
reasonable  assurance  that  transactions  are  recorded  as necessary to permit
preparation  of  financial  statements  in  accordance  with generally  accepted
accounting principles, and that receipts and expenditures  of  the  company  are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection  of unauthorized acquisition, use or disposition of a company's assets
that could have a material effect on the financial statements.

Because of its  inherent  limitations, internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions,  or  that  the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees,  in the normal
course   of   performing   their   assigned  functions,  to  prevent  or  detect
misstatements on a timely basis. A material  weakness  is  a  deficiency,  or  a
combination  of deficiencies, in internal control over financial reporting, such
that there is  a  reasonable  possibility  that  a  material misstatement of the
company's  annual  or  interim financial statements will  not  be  prevented  or
detected on a timely basis.

Our consideration of the  Fund's  internal  control over financial reporting was
for  the  limited  purpose  described  in  the first  paragraph  and  would  not
necessarily disclose all deficiencies in internal control that might be material
weaknesses  under  standards  established  by  the   Public  Company  Accounting
Oversight Board (United States). However, we noted no deficiencies in the Fund's
internal control over financial reporting and its operation,  including controls
over  safeguarding  securities, which we consider to be a material  weakness  as
defined above as of November 30, 2012.

This report is intended solely for the information and use of management and the
Board of Trustees of  MFS  High  Yield  Municipal  Trust  and the Securities and
Exchange Commission and is not intended to be and should not  be  used by anyone
other than these specified parties.


                                                 /s/ ERNST & YOUNG, LLP
Boston, Massachusetts
January 15, 2013

EX-99.77C VOTES

                                  SUB-ITEM 77C

A  special  meeting  of  the  shareholders  of Municipal Auction Rate Cumulative
Preferred Shares ("ARPS") of MFS High Yield Municipal  Trust  (the  "Trust") was
held on August 31, 2012.  Shareholders of ARPS represented in person or by proxy
voted  to amend the Trust's By-Laws to replace Standard & Poor's, a division  of
The McGraw-Hill  Companies,  Inc.  with  Fitch,  Inc. as a rating agency for the
Trust's ARPS and make other noted changes as follows:


---------------------------------
|       |Shares|% of Outstanding|
|       |Voted |     Shares     |
---------------------------------
|  For  |1,677 |     55.90%     |
---------------------------------
|Against| 207  |     6.90%      |
---------------------------------
|Abstain|  3   |     0.10%      |
---------------------------------
| Total |1,887 |     62.90%     |
---------------------------------

EX-99.77Q1 OTHR EXHB

            The filing is being amended to add  the Fitch Criteria exhibit.

EX-99.77I NEW SECUR

                                  SUB-ITEM 77I

At  a  special  meeting of the shareholders of Municipal Auction Rate Cumulative
Preferred Shares  ("ARPS")  of MFS High Yield Municipal Trust (the "Trust") held
on August 31, 2012, the shareholders  of  ARPS represented in person or by proxy
voted to amend the Trust's By-Laws to replace  Standard  & Poor's, a division of
The  McGraw-Hill  Companies, Inc. with Fitch, Inc. as a rating  agency  for  the
Trust's ARPS and make  other  noted  changes.  A copy of such amended By-Laws is
filed as an exhibit hereto under Sub-Item 77Q1(a).

The  Trust issued shares of a new series  of  preferred  shares,  Variable  Rate
Municipal   Term   Preferred   Shares  ("VMTP"),  as  stated  in  the  Statement
Establishing  and Fixing the Rights  and  Preferences  of  VMTP  ("Statement  of
VMTP").  A copy  of  such  Statement of VMTP is filed as an exhibit hereto under
Sub-Item 77Q1(a).

EX-99.77Q1 OTHR EXHB

                         MFS HIGH YIELD MUNICIPAL TRUST

          STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES
                OF VARIABLE RATE MUNICIPAL TERM PREFERRED SHARES






                         MFS HIGH YIELD MUNICIPAL TRUST

              STATEMENT DATED SEPTEMBER 12, 2012 ESTABLISHING AND
                        FIXING THE RIGHTS AND PREFERENCES
                OF VARIABLE RATE MUNICIPAL TERM PREFERRED SHARES

      MFS High Yield Municipal Trust (the "Trust"), a Massachusetts business
trust, certifies that:

                                    RECITALS

      FIRST:  The Board of Trustees of the Trust is authorized pursuant to
Article III,
Section 1 of the Trust's Declaration of Trust, as amended (which, as hereafter
restated or amended from time to time, is herein called the "Declaration"), to
authorize for issuance shares of the Trust in one or more classes and series,
with such preferences, powers, restrictions, limitations or qualifications as
determined by the Board of Trustees and as set forth in the resolution or
resolutions providing for the issuance of such shares.

      SECOND:  Pursuant to the authority expressly vested in the Board of
Trustees of the Trust by Article III, Section 1 of the Declaration, the Board of
Trustees has, by resolution, authorized the issuance of a class of preferred
shares of the Trust, without par value and a liquidation preference of U.S.
$25,000 per share, such shares to be classified as Variable Rate Municipal Term
Preferred Shares ("VMTP"), and such VMTP to be issued in one or more series
(each such series, a "Series").

      THIRD:  The preferences, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of each Series
of VMTP are set forth in this Statement, as modified, amended or supplemented in
an appendix hereto (each an "Appendix" and collectively the "Appendices")
specifically relating to such Series (each such Series being referred to herein
as a "Series of VMTP Shares," "VMTP Shares of a Series" or a "Series," and
shares of all such Series being referred to herein individually as a "VMTP
Share" and collectively as the "VMTP Shares").

                              1       DEFINITIONS

1.1   Definitions.  Unless the context or use indicates another or different
meaning or intent and except with respect to any Series as specifically provided
in the Appendix applicable to such Series, each of the following terms when used
in this Statement shall have the meaning ascribed to it below, whether such term
is used in the singular or plural and regardless of tense:

      "1940 Act" means the Investment Company Act of 1940, as amended, or any
successor statute.

      "1940 Act Asset Coverage" means "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 stock, including all outstanding VMTP Shares
and shares of Municipal Preferred (or such other asset coverage as may in the
future be specified in or under the 1940 Act  as the minimum asset coverage for
senior securities which are shares or stock of a closed-end investment company
as a condition of declaring dividends on its common shares or stock).

      "Additional Amount Payment" means, in respect of any dividend, a payment
to a Holder of VMTP Shares of an amount which, giving effect to the Taxable
Allocation included in such dividend, if any, would cause such Holder's after-
tax returns (after federal income tax consequences, taking into account both the
Taxable Allocation and the Additional Amount Payment) to be equal to the after-
tax return such Holder would have received if the dividend had not included any
such Taxable Allocation.  Such Additional Amount Payment shall be calculated
(i) without consideration being given to the time value of money; (ii) assuming
that no Holder of VMTP Shares is subject to the federal alternative minimum tax
with respect to dividends received from the Trust; and (iii) assuming that each
Taxable Allocation and each Additional Amount Payment (except to the extent such
Additional Amount Payment is reported as an exempt-interest dividend for
purposes of Section 852(b)(5) of the Code) would be taxable in the hands of each
Holder of VMTP Shares 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 Additional Amount Payment is paid, disregarding in each
case the effect of any state or local taxes and the phase-out of, or provisions
limiting, personal exemptions, itemized deductions, or the benefit of lower tax
brackets.

      "Adviser" means Massachusetts Financial Services Company, or such other
entity as shall be then serving as the investment adviser of the Trust, and
shall include, as appropriate, any sub-adviser duly appointed by the Adviser.

      "Agent Member" means a Person with an account at the Securities Depository
that holds one or more VMTP Shares through the Securities Depository, directly
or indirectly, for a Designated Owner and that will be authorized and
instructed, directly or indirectly, by a Designated Owner to disclose
information to the Redemption and Paying Agent with respect to such Designated
Owner.

      "Allocation Notification Period" shall have the meaning set forth in
Section 2.10(a).

      "Appendices" and "Appendix" shall have the respective meanings set forth
in the Recitals of this Statement.

      "Applicable Spread" means, with respect to any Rate Period for any Series
of VMTP Shares, the percentage per annum set forth in the table directly below
opposite the lowest applicable credit rating assigned to such Series by any
Rating Agency on the Rate Determination Date for such Rate Period; provided,
however, that, if such Series of VMTP Shares is not assigned a credit rating by
any Rating Agency on the Rate Determination Date for any Rate Period for such
Series of VMTP Shares as a result of each NRSRO that would otherwise constitute
a Rating Agency ceasing to rate tax-exempt closed-end investment companies
generally, "Applicable Spread" means, with respect to such Rate Period, (i) the
percentage per annum in such table directly below the percentage per annum set
forth opposite the lowest applicable credit rating most recently assigned to
such Series by any Rating Agency in such table prior to such Rate Determination
Date or (ii) 6.25% per annum if such percentage set forth opposite such lowest
applicable credit rating is 3.05% per annum.


LONG-TERM RATINGS


 Moody's    Fitch  Applicable  Spread

Aaa to Aa3   AAA to AA-        1.25%
     A1        A+              1.45%

    A2         A               1.65%

    A3         A-              1.85%

     Baa1        BBB+          2.75%

      Baa2        BBB           2.90%

       Baa3     BBB-         3.05%



 And/or the equivalent long-term rating of an Other Rating Agency
then rating the VMTP Shares,in all cases utilizing the lowest of
the ratings of the Rating Agencies then rating the VMTP Shares.
Unless an Increased Rate Period is in effect for the relevant
Rate Period or the Increased Rate otherwise applies to any
portion of a Rate Period, in which case the Applicable Spread
 shall be 6.25% for such period or portion thereof, as the case may be.



   "Asset Coverage" means "asset coverage," as defined for purposes of Section
   18(h) of the 1940 Act as in effect on the date hereof, with respect to all
   Outstanding senior securities of the Trust which are stock, including all
     Outstanding VMTP Shares and Outstanding shares of Municipal Preferred,
determined on the basis of values calculated as of a time within 48 hours (only
    including Business Days) next preceding the time of such determination.

  "Asset Coverage Cure Date" means, with respect to the failure by the Trust to
   maintain Asset Coverage of at least 225% as of the close of business on a
    Business Day (as required by Section 2.4(a)), the date that is seven (7)
                   Business Days following such Business Day.

  "Below Investment Grade" means, with respect to any Series of VMTP Shares and
as of any date, the following ratings with respect to each Rating Agency (to the
                  extent it is a Rating Agency on such date):

(i)            lower than BBB-, in the case of Fitch;

(ii)  lower than Baa3, in the case of Moody's; and
(iii) lower than an equivalent long-term credit rating to those set forth in
clauses (i) and (ii), in the case of any Other Rating Agency.
      "Board of Trustees" means the Board of Trustees of the Trust or any duly
authorized committee thereof as permitted by applicable law.

      "Business Day" means any day other than a day (i) on which commercial
banks in The City of New York, New York are required or authorized by law or
executive order to close or (ii) on which the New York Stock Exchange is closed.

      "By-Laws" means the By-Laws of the Trust as amended from time to time.

      "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.

      "Common Shares" means the common shares of beneficial interest of the
Trust.

      "Conditional Acceptance" shall have the meaning set forth in Section
2.5(a).

      "Custodian" means a bank, as defined in Section 2(a)(5) of the 1940 Act,
that has the qualifications prescribed in paragraph 1 of Section 26(a) of the
1940 Act, or such other entity as shall be providing custodian services to the
Trust as permitted by the 1940 Act or any rule, regulation, or order thereunder,
and shall include, as appropriate, any similarly qualified sub-custodian duly
appointed by the Custodian.

      "Custodian Agreement" means, with respect to any Series, the custodian
agreement by and between the Custodian and the Trust with respect to such
Series, as amended from time to time.

      "Date of Original Issue" means, with respect to any Series, the date
specified as the Date of Original Issue for such Series in the Appendix for such
Series.

      "Declaration" shall have the meaning set forth in the Recitals of this
Statement.

      "Default" shall mean a Dividend Default or a Redemption Default.

      "Deposit Securities" means, as of any date, any United States dollar-
denominated security or other investment of a type described below that either
(i) is a demand obligation payable to the holder thereof on any Business Day or
(ii) has a maturity date, mandatory redemption date or mandatory payment date,
on its face or at the option of the holder, preceding the relevant Redemption
Date, Dividend Payment Date or other payment date in respect of which such
security or other investment has been deposited or set aside as a Deposit
Security:

      (1)   cash or any cash equivalent;

      (2)   any U.S. Government Obligation;

      (3)   any Municipal Obligation that has a credit rating from at least one
NRSRO that is the highest applicable rating generally ascribed by such NRSRO to
Municipal Obligations (or such rating's future equivalent), including any such
fixed or variable Municipal Obligation that qualifies as an eligible security
under Rule 2a-7 under the 1940 Act;

      (4)   any Municipal Obligation that has been pre-refunded by the issuer
thereof with the proceeds of such refunding having been irrevocably deposited in
trust or escrow for the repayment thereof;

      (5)   any investment in any money market fund registered under the 1940
Act that qualifies under Rule 2a-7 under the 1940 Act, or similar investment
vehicle described in Rule 12d1-1(b)(2) under the 1940 Act, including, without
limitation, the MFS Institutional Money Market Portfolio; or

      (6)   any letter of credit from a bank or other financial institution that
has a credit rating from at least one NRSRO that is the highest applicable
rating generally ascribed by such NRSRO to bank deposits or short-term debt of
banks or other financial institutions as of the date of this Statement (or such
rating's future equivalent).

      "Derivative Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, repurchase
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot
contracts, futures, interest rate futures or any other similar transactions or
any combination of any of the foregoing (including any options to enter into any
of the foregoing), whether or not any such transaction is governed by or subject
to any master agreement and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a "Master Agreement"), including any obligations or
liabilities under any Master Agreement.

      "Derivative Termination Value" means, in respect of any one or more
Derivative Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Derivative Contracts, (a) for any
date on or after the date such Derivative Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination
value(s) and (b) for any date prior to the date referenced in clause (a), the
amount(s) determined as the mark-to-market value(s) for such Derivative
Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Derivative
Contracts (which may include the Initial Purchaser or an affiliate of the
Initial Purchaser).

      "Designated Owner" means a Person in whose name VMTP Shares of any Series
are recorded as beneficial owner of such VMTP Shares by the Securities
Depository, an Agent Member or other securities intermediary on the records of
such Securities Depository, Agent Member or securities intermediary, as the case
may be.

      "Dividend Default" shall have the meaning set forth in Section 2.2(g)(i).

      "Dividend Payment Date" means, with respect to any Series, the first
Business Day of each calendar month that any shares of such Series are
outstanding unless otherwise provided in the Appendix relating to such Series
with respect to the applicable initial Dividend Payment Date for such Series.

      "Dividend Period" means, with respect to any Series, the Dividend Period
for such Series set forth in the Appendix for such Series.

      "Dividend Rate" means, with respect to any Rate Period for a Series of
VMTP Shares, the Index Rate for such Rate Period plus the Applicable Spread for
such Rate Period, and, as applicable, giving effect to the adjustment described
in Section 2.10; provided, however, that with respect to any Increased Rate
Period (or any portion of a Rate Period to which the Increased Rate otherwise
applies), the Dividend Rate shall mean the Increased Rate for such Increased
Rate Period (or such portion of a Rate Period); and provided further that the
Dividend Rate (exclusive of any Additional Amount Payment) for any Rate Period
(or portion thereof) shall in no event exceed the Maximum Rate.

      "Effective Leverage Ratio" shall have the meaning set forth in Section
2.4(d).

      "Effective Leverage Ratio Cure Date" shall have the meaning set forth in
Section 2.5(b)(ii)(A).

      "Electronic Means" means email transmission, facsimile transmission or
other similar electronic means of communication providing evidence of
transmission (but excluding online communications systems covered by a separate
agreement) acceptable to the sending party and the receiving party, in any case
if operative as between any two parties, or, if not operative, by telephone
(promptly confirmed by any other operative method set forth in this definition),
which, in the case of notices to the Redemption and Paying Agent and the
Custodian, shall be sent by such means to each of its representatives set forth
in the Redemption and Paying Agent Agreement and the Custodian Agreement,
respectively.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor statute.

      "Fitch" means Fitch Ratings, a part of the Fitch Group, which is a
majority owned subsidiary of Fimalac, S.A., and any successor or successors
thereto.

      "Holder" means, with respect to the VMTP Shares of any Series or any other
security issued by the Trust, a Person in whose name such security is registered
as the recordholder in the registration books of the Trust.

      "Increased Rate" means, with respect to any Increased Rate Period for a
Series of VMTP Shares (or any portion of a Rate Period to which the Increased
Rate otherwise applies), the Index Rate for such Rate Period (or portion
thereof) plus an Applicable Spread of 6.25%.

      "Increased Rate Period" shall have the meaning set forth in Section
2.2(g)(i).

      "Index Rate" means, with respect to any Rate Period for a Series of VMTP
Shares, the SIFMA Municipal Swap Index made available by 3:00 p.m., New York
City time, on the Rate Determination Date for such Rate Period.

      "Initial Purchaser" means Citibank, N.A.

      "Initial Rate Period" means, with respect to the VMTP Shares of any
Series, the period commencing on and including the Date of Original Issue
thereof and ending on, and including, the next succeeding calendar day that is a
Wednesday (or, if such Wednesday is not a Business Day, the next succeeding
Business Day).

      "Initial Series" means the initial Series of VMTP Shares issued pursuant
to this Statement as set forth in Appendix A attached hereto.

      "Initial Series Majority Holder" means, with respect to the Initial
Series, Designated Owners of more than 50% of the number of Outstanding VMTP
Shares of such Series.

      "Liquidation Preference" means, with respect to any Series, the amount
specified as the liquidation preference per share for that Series in the
Appendix for such Series.

      "Liquidity Account Initial Date" means, with respect to any Series, the
date designated as the Liquidity Account Initial Date in the Appendix for such
Series.

      "Liquidity Account Investments" means (i) Deposit Securities or (ii) any
other security or investment owned by the Trust that is assigned a long-term
credit rating not less than A3 by Moody's or A- by Fitch or an equivalent rating
by any other NRSRO (or any such rating's future equivalent) and is not assigned
a credit rating lower than any such rating by any of Moody's, Fitch or other
NRSRO then rating such security or investment.

      "Liquidity Requirement" shall have the meaning set forth in Section
2.11(b).

      "Mandatory Redemption Price" shall have the meaning set forth in Section
2.5(b)(i)(A).

      "Market Value" of any asset of the Trust means, for securities for which
market quotations are readily available, the market value thereof provided by an
independent third-party pricing service designated from time to time by the
Board of Trustees, which pricing service shall be Interactive Data Evaluation
Services (or any successor thereto), Standard & Poor's (or any successor
thereto) or another independent third-party pricing service broadly recognized
in the tax-exempt fund market; provided, that, if the Initial Purchaser is the
Initial Series Majority Holder, MFS will provide notice of such other third-
party pricing service to the Initial Purchaser.  Market Value of any asset shall
include any interest accrued thereon.  The pricing service values portfolio
securities at the quoted bid price or the yield equivalent when quotations are
readily available.  Securities for which market quotations are not readily
available are valued at fair value as determined by the pricing service or, in
the case of good faith disputes on the part of the Board of Trustees as to the
fair value of such securities, the Board of Trustees may determine the fair
value thereof in accordance with the Trust's valuation policies and procedures.
Fair valuations will typically be provided by the pricing service using methods
that include, without limitation, consideration of: yields or prices of
Municipal Obligations of comparable quality, type of issue, coupon, maturity and
rating; state of issuance; indications as to value from dealers; and general
market conditions.  The pricing service may employ electronic data processing
techniques or a matrix system, or both, to determine recommended valuations.

      "Maximum Rate" means 15.00% per annum.

      "Moody's" means Moody's Investors Service, Inc. and any successor or
successors thereto.

      "Municipal Obligation" means any "Municipal Instrument" as defined in the
Trust's registration statement on Form N-2 as filed with the Securities and
Exchange Commission on August 6, 2008 (the "Registration Statement").

      "Municipal Preferred" means the Municipal Auction Rate Cumulative
Preferred Shares of the Trust, the preferences, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption are set forth in the Municipal Preferred Statement.

      "Municipal Preferred Statement" shall mean Article 12.1 (Statement
Creating One Series of Municipal Auction Rate Cumulative Preferred Shares) of
the Amended and Restated By-Laws of MFS High Yield Municipal Trust, as amended
on September 12, 2011.

      "Notice of Redemption" shall have the meaning set forth in Section 2.5(d).

      "Notice of Taxable Allocation" shall have the meaning set forth in Section
2.10(a).

      "NRSRO" means (a) each of Fitch, Moody's, and Standard and Poor's Ratings
Services so long as such Person is a nationally recognized statistical rating
organization within the meaning of Section 3(a)(62) of the Exchange Act and (b)
any other nationally recognized statistical rating organization within the
meaning of Section 3(a)(62) of the Exchange Act that is not an "affiliated
person" (as defined in Section 2(a)(3) of the 1940 Act) of the Trust.

      "Optional Redemption Date" shall have the meaning set forth in Section
2.5(c)(i).

      "Optional Redemption Price" shall have the meaning set forth in Section
2.5(c)(i).

      "Other Rating Agency" means, at any time, each Rating Agency, if any,
other than Moody's or Fitch then providing a rating for the VMTP Shares pursuant
to the request of the Trust.

      "Outstanding" means, as of any date with respect to VMTP Shares of any
Series, the number of VMTP Shares of such Series theretofore issued by the Trust
except (without duplication):

      (a)   any VMTP Shares of such Series theretofore cancelled or redeemed or
delivered to the Redemption and Paying Agent for cancellation or redemption in
accordance with the terms hereof;

      (b)   any VMTP Shares of such Series as to which the Trust shall have
given a Notice of Redemption and irrevocably deposited with the Redemption and
Paying Agent Deposit Securities with an aggregate Market Value sufficient to
redeem such shares in accordance with the applicable subsection of Section 2.5
hereof;

      (c)   any VMTP Shares of such Series as to which the Trust shall be the
Holder or the Designated Owner; and

      (d)   any VMTP Shares of such Series represented by any security
certificate in lieu of which any new security certificate has been executed and
delivered by the Trust.

      "Person" means and includes an individual, a partnership, a trust, a
corporation, a limited liability company, an unincorporated association, a joint
venture or other entity or a government or any agency or political subdivision
thereof.

      "Preferred Shares" means the preferred shares of the Trust, and includes
the VMTP Shares, shares of Municipal Preferred, and any other shares of
beneficial interest hereafter authorized and issued by the Trust of a class
having priority over any other class as to distribution of assets or payments of
dividends.

      "Pro Rata Allocation" has the meaning set forth in Section 2.5(b)(i)(A).

      "Purchase  Agreement"  means  (i)  with respect to the Initial Series, the
VMTP Purchase Agreement dated as of September  12,  2012  between  the Trust and
Citibank,  N.A.  and (ii) with respect to any subsequent Series of VMTP  Shares,
the purchase agreement  or  other  similar agreement for the VMTP Shares of such
Series (if any) specified in the Appendix for such Series.

      "Rate Determination Date" means,  with  respect to the Initial Rate Period
for any Series of VMTP Shares, the Business Day  immediately  preceding the Date
of Original Issue of such Series and, with respect to any Subsequent Rate Period
for  any Series of VMTP Shares, the last day of the immediately  preceding  Rate
Period for such Series.

      "Rate  Period"  means,  with  respect  to  any  Series of VMTP Shares, the
Initial Rate Period and any Subsequent Rate Period of the  VMTP  Shares  of such
Series.

      "Rating Agencies" means, as of any date and in respect of a Series of VMTP
Shares, (i) each of Moody's and Fitch and (ii) any other NRSRO designated as a
Rating Agency on such date in accordance with Section 2.7, in each case above,
only if it maintains a current credit rating for the VMTP Shares of such Series
on such date and the Board of Trustees has not terminated its designation as a
Rating Agency in accordance with Section 2.7.  Moody's and Fitch have initially
been designated as the Rating Agencies for purposes of the VMTP Shares. In the
event that at any time any Rating Agency (i) ceases to be a Rating Agency for
purposes of any Series of VMTP Shares and such Rating Agency has been replaced
by another Rating Agency in accordance with Section 2.7, any references to any
credit rating of such replaced Rating Agency in this Statement or any Appendix
shall be deleted for purposes hereof as provided below and shall be deemed
instead to be references to the equivalent credit rating of the Rating Agency
that has replaced such Rating Agency as of the most recent date on which such
replacement Rating Agency published credit ratings for such Series of VMTP
Shares or (ii) designates a new rating definition for any credit rating of such
Rating Agency with a corresponding replacement rating definition for such credit
rating of such Rating Agency, any references to such replaced rating definition
of such Rating Agency contained in this Statement or any Appendix shall instead
be deemed to be references to such corresponding replacement rating definition.
In the event that at any time the designation of any Rating Agency as a Rating
Agency for purposes of any Series of VMTP Shares is terminated in accordance
with Section 2.7, any credit rating of such terminated Rating Agency, to the
extent it would have been taken into account in any of the provisions of this
Statement or the Appendix for such Series, shall be disregarded, and only the
credit ratings of the then-designated Rating Agencies for such Series shall be
taken into account for purposes of this Statement and such Appendix, provided
that, for purposes of determining the Dividend Rate applicable to a Rate Period,
any designation of a Rating Agency after the Rate Determination Date for such
Rate Period will take effect on or as of the next succeeding Rate Determination
Date.

      "Rating Agency Guidelines" means the guidelines of any Rating Agency,
compliance with which is required to cause such Rating Agency to continue to
issue a rating with respect to a Series of VMTP Shares for so long as such
Series is Outstanding.

      "Ratings Event" shall have the meaning set forth in Section 2.2(g)(i).

      "Redemption and Paying Agent" means, with respect to any Series, Deutsche
Bank Trust Company Americas and its successors or any other redemption and
paying agent appointed by the Trust with respect to such Series.

      "Redemption and Paying Agent Agreement" means, with respect to any Series,
the Redemption and Paying Agent Agreement dated as of September 12, 2012, by and
among the Redemption and Paying Agent, the Trust and certain other Persons, as
the same may be amended, restated or modified from time to time, or any similar
agreement between the Trust and any other redemption and paying agent appointed
by the Trust.

      "Redemption Date" shall have the meaning set forth in Section 2.5(d)(i).

      "Redemption Default" shall have the meaning set forth in Section
2.2(g)(i).

      "Redemption Price" shall mean the Term Redemption Price, the Mandatory
Redemption Price or the Optional Redemption Price, as applicable.

      "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute.

      "Securities Depository" shall mean The Depository Trust Company and its
successors and assigns or any other securities depository selected by the Trust
that agrees to follow the procedures required to be followed by such securities
depository as set forth in this Statement with respect to the VMTP Shares.

      "Series" and "Series of VMTP Shares" shall have the meanings set forth in
the Recitals of this Statement.

      "SIFMA Municipal Swap Index" means the Securities Industry and Financial
Markets Association Municipal Swap Index, or such other weekly, high-grade index
comprised of seven-day, tax-exempt variable rate demand notes produced by
Municipal Market Data, Inc. or its successor, or as otherwise designated by the
Securities Industry and Financial Markets Association; provided, however, that
if such index is no longer produced by Municipal Market Data, Inc. or its
successor, then SIFMA Municipal Swap Index shall mean (i) the S&P Weekly High
Grade Municipal Index produced by Standard & Poor's Financial Services LLC or
its successors or (ii) if the S&P Weekly High Grade Municipal Index is no longer
produced, such other reasonably comparable index selected in good faith by the
Board of Trustees of the Trust.

      "Statement" means this Statement Establishing and Fixing the Rights and
Preferences of Variable Rate Municipal Term Preferred Shares, as it may be
amended from time to time in accordance with its terms.

      "Subsequent Rate Period" means, with respect to any Series of VMTP Shares,
the period from, and including, the first day following the Initial Rate Period
of such Series to, and including, the next Wednesday (or, if such Wednesday is
not a Business Day, the next Business Day) and each subsequent period from, and
including, the first day following the end of the previous Subsequent Rate
Period to, and including, the next Wednesday (or, if such Wednesday is not a
Business Day, the next Business Day).

      "Tax Event" shall have the meaning set forth in Section 2.2(g)(i).

      "Taxable Allocation" means, with respect to any Series, the amount, if
any, to be included in a dividend payable in respect of such Series that
constitutes net capital gain or other income taxable for regular U.S. federal
income tax purposes.

      "Term Extension Request" shall have the meaning set forth in Section
2.5(a).

      "Term Redemption Amount" shall have the meaning set forth in Section
2.11(a).

      "Term Redemption Date" means, with respect to any Series, the date
specified as the Term Redemption Date in the Appendix for such Series.

      "Term Redemption Liquidity Account" shall have the meaning set forth in
Section 2.11(a).

      "Term Redemption Price" shall have the meaning set forth in Section
2.5(a).

      "Trust" shall have the meaning set forth in the Preamble to this
Statement.

      "U.S. Government Obligations" means "Government securities" (as defined by
the 1940 Act) that are direct obligations of the United States or of its
agencies or instrumentalities, that are entitled to the full faith and credit of
the United States and that, other than United States Treasury Bills, provide for
the periodic payment of interest and the full payment of principal at maturity
or call for redemption.

      "VMTP" shall have the meaning set forth in the Recitals of this Statement.

      "VMTP Shares" shall have the meaning set forth in the Recitals of this
Statement.

      "VMTP Shares of a Series" shall have the meaning set forth in the Recitals
of this Statement.

      "Voting Period" shall have the meaning set forth in Section 2.6(b)(i).

      With respect to any Series, any additional definitions specifically set
forth in the Appendix relating to such Series and any amendments to any
definitions specifically set forth in the Appendix relating to such Series, as
such Appendix may be amended from time to time, shall be incorporated herein and
made part hereof by reference thereto, but only with respect to such Series.

1.2   Interpretation.  The headings preceding the text of Sections included in
this Statement are for convenience only and shall not be deemed part of this
Statement or be given any effect in interpreting this Statement.  The use of the
masculine, feminine or neuter gender or the singular or plural form of words
herein shall not limit any provision of this Statement.  The use of the terms
"including" or "include" shall in all cases herein mean "including, without
limitation" or "include, without limitation," respectively.  Reference to any
Person includes such Person's successors and assigns to the extent such
successors and assigns are permitted by the terms of any applicable agreement,
and reference to a Person in a particular capacity excludes such Person in any
other capacity or individually.  Reference to any agreement (including this
Statement), document or instrument means such agreement, document or instrument
as amended or modified and in effect from time to time in accordance with the
terms thereof and, if applicable, the terms hereof.  Except as otherwise
expressly set forth herein, reference to any law means such law as amended,
modified, codified, replaced or re-enacted, in whole or in part, including
rules, regulations, enforcement procedures and any interpretations promulgated
thereunder.  Underscored references to Sections shall refer to those portions of
this Statement.  The use of the terms "hereunder," "hereof," "hereto" and words
of similar import shall refer to this Statement as a whole and not to any
particular Article, Section or clause of this Statement.  References herein to
the "close of business" on any day shall mean 5:00 p.m., New York City time, on
such day.

      Unless otherwise provided, defined terms used in this Statement apply only
to VMTP Shares and defined terms used in the Municipal Preferred Statement apply
only to shares of Municipal Preferred.

                   2       TERMS APPLICABLE TO ALL SERIES OF
                 VARIABLE RATE MUNICIPAL TERM PREFERRED SHARES

      Except for such changes and amendments hereto with respect to a Series of
VMTP Shares that are specifically contemplated by the Appendix relating to such
Series, each Series of VMTP Shares shall have the following terms:

2.1   Number of Shares; Ranking.

(a)         The number of authorized shares constituting any Series of VMTP
Shares shall be as set forth with respect to such Series in the Appendix hereto
relating to such Series.   No fractional VMTP Shares shall be issued.

(b)   The VMTP Shares of each Series shall rank on a parity with VMTP Shares of
each other Series and with shares of any other series of Preferred Shares
(including any shares of Municipal Preferred) as to the payment of dividends and
the distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Trust.  The VMTP Shares of each Series shall have preference with
respect to the payment of dividends and as to distribution of assets upon
dissolution, liquidation or winding up of the affairs of the Trust over the
Common Shares as set forth herein.
(c)   No Holder of VMTP Shares shall have, solely by reason of being such a
Holder, any preemptive or other right to acquire, purchase or subscribe for any
VMTP Shares or Common Shares or other securities of the Trust which it may
hereafter issue or sell.
2.2   Dividends and Distributions.

(a)         The Holders of VMTP Shares of a Series shall be entitled to receive,
when, as and if declared by, or under authority granted by, the Board of
Trustees, out of funds legally available therefor in accordance with the
Declaration, this Statement, and applicable law, and in preference to dividends
and other distributions on Common Shares, cumulative cash dividends and other
distributions on each share of such Series at the Dividend Rate for such Series,
calculated as set forth herein, including giving effect to Section 2.10, and no
more.  No Holders of VMTP Shares shall be entitled to receive any dividends and
other distributions on VMTP Shares, whether payable in cash, property or shares,
in excess of full cumulative dividends and other distributions, as herein
provided; provided, however, for the avoidance of doubt, the applicable Holder
or Designated Owner is entitled to receive additional fees pursuant to Section
2.4 of the Purchase Agreement.  Dividends and other distributions on the VMTP
Shares of a Series shall accumulate from the Date of Original Issue with respect
to such Series.  The amount of dividends per share payable on VMTP Shares of a
Series on any Dividend Payment Date shall equal the sum of the dividends
accumulated but not yet paid for each Rate Period (or part thereof) in the
related Dividend Period, provided such dividends have been declared by, or under
authority granted by, the Board of Trustees as described above.  The amount of
dividends per share of a Series accumulated for each such Rate Period (or part
thereof) shall be computed by (i) multiplying the Dividend Rate in effect for
VMTP Shares of such Series for such Rate Period (or part thereof) by a fraction,
the numerator of which shall be the actual number of days in such Rate Period
(or part thereof) and the denominator of which shall be the actual number of
days in the year in which such Rate Period (or such part thereof) occurs (365 or
366) and (ii) multiplying the product determined pursuant to clause (i) by the
Liquidation Preference for a VMTP Share of such Series.

(b)   Subject to Section 2.2(a), dividends on VMTP Shares of each Series with
respect to any Dividend Period shall be declared to the Holders of such shares
as their names shall appear on the registration books of the Trust at the close
of business on each day in such Dividend Period and shall be paid as provided in
Section 2.2(f) hereof.
(c)         (i)  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 the VMTP Shares for any Dividend Period unless full
cumulative dividends have been or contemporaneously are declared and paid on the
VMTP Shares through their  most recent Dividend Payment Date and the Trust has
redeemed the full number of VMTP Shares required to be redeemed by any provision
for mandatory redemption pertaining thereto.  When dividends are not paid in
full upon the VMTP Shares through their  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 the VMTP
Shares (including, without limitation, shares of Municipal Preferred) through
their most recent respective dividend payment dates, all dividends declared upon
the VMTP Shares and any other such class or series of shares of beneficial
interest ranking on a parity as to the payment of dividends with the VMTP Shares
shall be declared pro rata so that the amount of dividends declared per share on
the VMTP Shares 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 VMTP Shares 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 VMTP shall be based on the Dividend
Rate for such shares for the Dividend Periods during which dividends were not
paid in full).

                  (ii)  For so long as any VMTP Shares are Outstanding, the
Trust shall not: (x) declare or pay any dividend or other distribution (other
than a dividend or distribution paid in Common Shares) in respect of the Common
Shares, (y) call for redemption or redeem, purchase or otherwise acquire for
consideration any Common Shares, or (z) pay any proceeds of the liquidation of
the Trust in respect of the Common Shares, unless, in each case, (A) immediately
thereafter, the Trust shall have 1940 Act Asset Coverage after deducting the
amount of such dividend or distribution or redemption or purchase price or
liquidation proceeds, (B) all cumulative dividends and other distributions
(including any Additional Amount Payment required to be paid under Section 2.10
hereof) on all VMTP Shares and all cumulative dividends and other distributions
(including any tax gross-up payment required to be paid) on all other series of
Preferred Shares ranking on a parity with the VMTP Shares (including shares of
Municipal Preferred), in each case due on or prior to the date of such
declaration, payment, call for redemption, redemption, purchase or acquisition,
as applicable, shall have been declared and paid (or shall have been declared
and Deposit Securities (in the case of the VMTP Shares) or sufficient securities
or funds (in accordance with the terms of such other Preferred Shares) for the
payment thereof shall have been deposited irrevocably with the paying agent for
such Preferred Shares), (C) the Trust shall have deposited Deposit Securities
pursuant to and in accordance with the requirements of Section 2.5(d)(ii) hereof
with respect to Outstanding VMTP Shares of any Series to be redeemed pursuant to
Section 2.5(a) or Section 2.5(b) hereof for which a Notice of Redemption shall
have been given or shall have been required to be given in accordance with the
terms hereof on or prior to the date of such declaration, payment, call for
redemption, redemption, purchase or acquisition, as applicable, and (D) the
Trust shall be in compliance with Section 2.11.  See also Sections 9(b) and 9(c)
of the Municipal Preferred Statement for additional provisions that restrict the
declaration and payment of dividends and other distributions with respect to
Common Shares and parity shares.

                  (iii)  Any dividend payment made on VMTP Shares of a Series
shall first be credited against the dividends and other distributions
accumulated with respect to the earliest Dividend Period for such Series for
which dividends and other distributions have not been paid.


(d)         Not later than 11:00 a.m., New York City time, on a Dividend Payment
Date for a Series of VMTP Shares, the Trust shall deposit with the Redemption
and Paying Agent Deposit Securities having an aggregate Market Value on such
date sufficient to pay the dividends and other distributions that are payable on
such Dividend Payment Date in respect of such Series.  The Trust may direct the
Redemption and Paying Agent with respect to the investment or reinvestment of
any such Deposit Securities so deposited prior to the Dividend Payment Date,
provided that such investment consists exclusively of Deposit Securities and
provided further that the proceeds of any such investment will be available as
same day funds at the opening of business on such Dividend Payment Date.

(e)   All Deposit Securities deposited with the Redemption and Paying Agent for
the payment of dividends payable on a Series of VMTP Shares shall be held in
trust for the payment of such dividends by the Redemption and Paying Agent for
the benefit of the Holders of such Series entitled to the payment of such
dividends pursuant to Section 2.2(f).  Any moneys paid to the Redemption and
Paying Agent in accordance with the foregoing but not applied by the Redemption
and Paying Agent to the payment of dividends, including interest earned on such
moneys while so held, will, to the extent permitted by law, be repaid to the
Trust as soon as possible after the date on which such moneys were to have been
so applied, upon request of the Trust.
(f)   Dividends on VMTP Shares of a Series shall be paid on each Dividend
Payment Date for such Series, when, as and if declared by the Board of Trustees,
or under authority granted by, out of funds legally available therefor under
applicable law, and pursuant to Sections 2.2(a) and (b) hereof, to the Holders
of shares of such Series as their names appear on the registration books of the
Trust at the close of business on the day immediately preceding such Dividend
Payment Date (or, if such day is not a Business Day, the immediately preceding
Business Day).  Dividends in arrears on VMTP Shares of a Series for any past
Dividend Period may be declared and paid at any time out of the funds legally
available therefor under applicable law, without reference to any regular
Dividend Payment Date, to the Holders of shares of such Series as their names
appear on the registration books of the Trust on such date, not exceeding
fifteen (15) calendar days preceding the payment date thereof, as may be fixed
by the Board of Trustees.  No interest or sum of money in lieu of interest will
be payable in respect of any dividend payment or payments on VMTP Shares of any
Series which may be in arrears.
(g)   (i)  The Dividend Rate on a Series of VMTP Shares shall be adjusted to the
Increased Rate for each Increased Rate Period (as hereinafter defined).  Subject
to the cure provisions of Section 2.2(g)(iii), a Rate Period with respect to a
Series of VMTP Shares shall be deemed to be an "Increased Rate Period" if on the
first day of such Rate Period:
(A)                  the Trust has failed to deposit with the Redemption and
Paying Agent by 11:00 a.m., New York City time, on a Dividend Payment Date for
such Series, Deposit Securities (as a result of complying with Section 2.2(c) or
otherwise) that will provide same-day funds available to the Redemption and
Paying Agent on such Dividend Payment Date sufficient to pay the full amount of
any dividend on such Series payable on such Dividend Payment Date (a "Dividend
Default") and such Dividend Default has not ended as contemplated by Section
2.2(g)(ii) on or prior to such first day;

(B)   the Trust has failed to deposit with the Redemption and Paying Agent by
11:00 a.m., New York City time, on an applicable Redemption Date for such
Series, Deposit Securities that will provide same-day funds available to the
Redemption and Paying Agent on such Redemption Date sufficient to pay the full
amount of the Redemption Price payable in respect of such Series on such
Redemption Date (a "Redemption Default") and such Redemption Default has not
ended as contemplated by Section 2.2(g)(ii) on or prior to such first day;
(C)   (i) any Rating Agency has withdrawn the credit rating required to be
maintained with respect to such Series pursuant to Section 2.7 other than due to
the Rating Agency ceasing to rate tax-exempt closed-end management investment
companies generally or (ii) the Board of Trustees has terminated the designation
of a Rating Agency without complying with the requirements of Section 2.7 and,
in the case of clause (i) above, such withdrawal is continuing and, in the case
of clause (ii) above, the VMTP Shares of such Series are not then rated by at
least two Rating Agencies or the Trust is not then in compliance with the Rating
Agency Guidelines of such Rating Agencies;
(D)   a Ratings Event (as defined below) has occurred and is continuing with
respect to such Series;
(E)   the Trust or the Internal Revenue Service has made a determination that
for federal tax purposes such Series of VMTP Shares are not equity in a
regulated investment company for federal income tax purposes (a "Tax Event") and
such determination has not been reversed, revoked or rescinded;
(F)   the Trust has failed, on or before the applicable Asset Coverage Cure
Date, to cure a failure to maintain Asset Coverage as required by Section 2.4(a)
and such failure to achieve the required Asset Coverage is continuing, provided
that, to the extent the Trust seeks to achieve the required Asset Coverage
through the redemption of VMTP Shares and/or of other Preferred Shares,
compliance with the Asset Coverage requirements of Section 2.4(a) will not be
deemed achieved until the Trust has deposited Deposit Securities (in the case of
the VMTP Shares) and/or other funds or securities (in accordance with the terms
of any other Preferred Shares) sufficient to pay in same day funds the full
redemption price for such VMTP Shares or other Preferred Shares (or the portion
thereof to be redeemed) in trust with the paying agent for such VMTP Shares or
other Preferred Shares and the requisite notice of redemption for such VMTP
Shares or other Preferred Shares (or the portion thereof to be redeemed) shall
have been given;
(G)   the Trust has failed, on or before the applicable Effective Leverage Ratio
Cure Date, to cure a failure to maintain the Effective Leverage Ratio as
required by Section 2.4(c) and such failure to achieve the required Effective
Leverage Ratio is continuing, provided that, to the extent the Trust seeks to
achieve the required Effective Leverage Ratio through the redemption of VMTP
Shares and/or of other Preferred Shares, compliance with the Effective Leverage
Ratio requirements of Section 2.4(c) will not be deemed achieved until the Trust
has issued a notice of redemption for such VMTP Shares and/or other Preferred
Shares (or the portion thereof to be redeemed) and the Trust has delivered
sufficient Deposit Securities (in the case of VMTP Shares) or sufficient
securities or funds (in accordance with the terms of any other senior
securities) to the Redemption and Paying Agent or other applicable paying agent
for such senior securities;
(H)   the Trust has included a Taxable Allocation in a dividend but has failed
to pay when due the full amount of the corresponding Additional Amount Payment
pursuant to Section 2.10(a) or Section 2.10(b), as applicable, and such failure
continues for the entire duration of such Rate Period.  Notwithstanding the
failure of an Increased Rate Period to commence because the full amount of an
Additional Amount Payment, due pursuant to Section 2.10, is made after it is due
but before the end of such Rate Period, the Increased Rate will be applied for
the portion of such Rate Period preceding the actual date such Additional Amount
Payment is made; or
(I)   the Trust has failed to declare dividends to the Holders of the VMTP
Shares of such Series out of funds legally available therefor in accordance with
Section 2.2(b) and such failure is continuing.
A "Ratings Event" shall be deemed to exist with respect to any Series of VMTP
Shares at any time such VMTP Shares have a long-term credit rating from at least
one-half of the Rating Agencies designated at such time that is Below Investment
Grade.

For the avoidance of doubt, no determination by any court or other applicable
governmental authority that requires the Trust to make an Additional Amount
Payment in respect of a Taxable Allocation shall be deemed to be a Tax Event
hereunder.

                  (ii)   Subject to the cure provisions of Section 2.2(g)(iii),
a Dividend Default or a Redemption Default on a Series of VMTP Shares shall end
on the Business Day on which, by 11:00 a.m., New York City time, Deposit
Securities that will provide an aggregate amount of same-day funds on such date
equal to all accumulated but unpaid dividends on such Series or the entire
unpaid Redemption Price on such Series, respectively, shall have been deposited
irrevocably in trust with the Redemption and Paying Agent.

                  (iii)  No Increased Rate Period for a Series of VMTP Shares
shall be deemed to have commenced as a result of any Dividend Default or
Redemption Default on such Series if (x) such Default is not solely due to the
willful failure to deposit Deposit Securities by the Trust in a circumstance
where such Deposit Securities were available to the Trust to be deposited and
(y) the amount of any dividend or any Redemption Price due in respect of such
Series, as applicable, is deposited irrevocably in trust, in same-day funds,
with the Redemption and Paying Agent by 11:00 a.m., New York City time, on a
Business Day that is not later than three (3) Business Days after the applicable
Dividend Payment Date or Redemption Date for such Series with respect to which
such Dividend Default or Redemption Default occurred, together with an amount
equal to the Increased Rate on such Series based on the period of any such non-
payment of dividends or Redemption Price in respect of such Series, determined
as provided in Section 2.2(a).  For the avoidance of doubt, the Increased Rate
will be applied for the applicable portion of a Rate Period as described in the
immediately preceding sentence notwithstanding that an Increased Rate Period
shall be deemed not to have commenced as a result of the Trust satisfying the
conditions set forth in clauses (x) and (y) above.

2.3   Liquidation Rights.

(a)         The VMTP Shares shall rank on parity with each other, with shares of
any other Series of VMTP Shares and with shares of any other class or series of
Preferred Shares (including shares of Municipal Preferred) as to distribution of
assets upon dissolution, liquidation or winding up of the affairs of the Trust.
In this regard, the provisions of this Section 2.3 shall be applied consistently
with Section 12 of the Municipal Preferred Statement such that Holders of VMTP
and holders of Municipal Preferred are treated on parity with one another with
respect to any such distribution.

(b)   In the event of any liquidation, dissolution or winding up of the affairs
of the Trust, whether voluntary or involuntary, the Holders of VMTP Shares shall
be entitled to receive out of the assets of the Trust available for distribution
to shareholders, after satisfying claims of creditors (including any Holder or
Designated Owner in the capacity of a creditor) but before any distribution or
payment shall be made in respect of the Common Shares or on any other class of
shares of the Trust ranking junior to VMTP Shares upon dissolution, liquidation
or winding up, a liquidation distribution equal to the Liquidation Preference
for such VMTP Shares, plus an amount equal to all dividends thereon (whether or
not earned or declared) accumulated but unpaid to (but excluding) the date of
the final distribution in respect of VMTP Shares in same-day funds, together
with any payments required to be made pursuant to Section 2.10 in connection
with the liquidation of the Trust.  After the payment to the Holders of VMTP
Shares of the full preferential amounts provided for in this subparagraph (b),
the Holders of VMTP Shares shall have no right or claim to any of the remaining
assets of the Trust.
(c)   In the event the assets of the Trust available for distribution to the
Holders of VMTP Shares 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 Section
2.3(b) above, 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 VMTP Shares
(including, without limitation, 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 VMTP Shares,
ratably, in proportion to the full distributable amounts for which holders of
all such parity shares are respectively entitled upon such liquidation,
dissolution or winding up.  In connection with any liquidation, dissolution or
winding up of the affairs of the Trust, whether voluntary or involuntary, unless
and until the Liquidation Preference on each Outstanding VMTP Share plus
accumulated and unpaid dividends on such shares as provided in Section 2.3(b)
above have been paid in full to the Holders of such shares, no dividends,
distributions or other payments will be made on, and no redemption, purchase or
other acquisition by the Trust will be made by the Trust in respect of, the
Common Shares or any other class of shares of the Trust ranking junior to VMTP
Shares upon dissolution, liquidation or winding up.
(d)   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
other trust, corporation or other entity nor the merger or consolidation of any
trust, corporation or other entity into or with the Trust shall be a
dissolution, liquidation or winding up, whether voluntary or involuntary, for
the purpose of this Section 2.3.
2.4   Coverage & Leverage Tests.

(a)         Asset Coverage Requirement.  For so long as any VMTP Shares of any
Series are Outstanding, the Trust shall have Asset Coverage of at least 225% as
of the close of business on each Business Day.  If the Trust shall fail to
maintain such Asset Coverage as of any time as of which such compliance is
required to be determined as aforesaid, the provisions of Section 2.5(b)(i)
shall apply, which provisions to the extent complied with, along with the
payment of any applicable Increased Rate, shall constitute the sole remedy for
the Trust's failure to comply with the provisions of this Section 2.4(a).

(b)   Calculation of Asset Coverage.  For purposes of determining whether the
requirements of Section 2.4(a) are satisfied, (i) no VMTP Shares of any Series
or other Preferred Shares shall be deemed to be Outstanding for purposes of any
computation required by Section 2.4(a) if, prior to or concurrently with such
determination, Deposit Securities (in the case of the VMTP Shares) and/or other
funds or securities (in accordance with the terms of such other Preferred
Shares) sufficient to pay in same day funds the full redemption price for such
Series or other Preferred Shares (or the portion thereof to be redeemed) shall
have been deposited in trust with the paying agent for such Series or other
Preferred Shares and the requisite notice of redemption for such Series or other
Preferred Shares (or the portion thereof to be redeemed) shall have been given,
and (ii) the Deposit Securities or such other sufficient securities or funds
that shall have been so deposited with the applicable paying agent shall not be
included as assets of the Trust for purposes of such computation.
(c)   Effective Leverage Ratio Requirement.  For so long as VMTP Shares of any
Series are Outstanding, the Effective Leverage Ratio shall not exceed 45% (or
46% solely by reason of fluctuations in the market value of the Trust's
portfolio securities) as of the close of business on any Business Day.  If the
Effective Leverage Ratio shall exceed the applicable percentage provided in the
preceding sentence as of any time as of which such compliance is required to be
determined as aforesaid, the provisions of Section 2.5(b)(ii) shall apply, which
provisions to the extent complied with, along with the payment of any applicable
Increased Rate, shall constitute the sole remedy for the Trust's failure to
comply with the provisions of this Section 2.4(c).
(d)   Calculation of Effective Leverage Ratio.  For purposes of determining
whether the requirements of Section 2.4(c) are satisfied, the "Effective
Leverage Ratio" on any date as of the time of determination shall mean the
quotient of:
(i)               The sum of (A) the aggregate liquidation preference of the
Trust's "senior securities" (as that term is defined in the 1940 Act, giving
effect to any interpretations thereof by the Securities and Exchange Commission
or its staff) that are stock for purposes of the 1940 Act, plus any accumulated
but unpaid dividends thereon, excluding, without duplication, (1) any such
senior securities for which the Trust has issued a notice of redemption and
either has delivered sufficient Deposit Securities (in the case of VMTP Shares)
or sufficient securities or funds (in accordance with the terms of any other
such senior securities) to the Redemption and Paying Agent or other applicable
paying agent for such senior securities or otherwise has adequate Deposit
Securities (in the case of the VMTP Shares) or sufficient securities or funds
(in the case of any other such senior securities) on hand for the purpose of
such redemption and (2) any such senior securities that are to be redeemed with
net proceeds from the issuance and sale of the VMTP Shares, for which the Trust
has delivered sufficient Deposit Securities (in the case of the VMTP Shares) or
sufficient securities or funds (in accordance with the terms of such other
senior securities) to the Redemption and Paying Agent or other applicable paying
agent for such senior securities or otherwise has adequate Deposit Securities
(in the case of the VMTP Shares) or sufficient securities or funds (in the case
of any other such senior securities) on hand for the purpose of such redemption;
(B) the aggregate principal amount of the Trust's outstanding "senior securities
representing indebtedness" (as that term is defined in the 1940 Act, giving
effect to any interpretations thereof by the Securities and Exchange Commission
or its staff), plus any accrued but unpaid interest thereon; and (C) the
aggregate principal amount of floating rate trust certificates corresponding to
any associated residual floating rate trust certificates owned by the Trust
(less the aggregate principal amount of any such floating rate trust
certificates owned by the Trust and corresponding to the associated residual
floating rate trust certificates owned by the Trust); divided by

(ii)              The sum of (A) the Market Value of the Trust's total assets
(including amounts attributable to senior securities, but excluding any assets
consisting of Deposit Securities or securities or funds referred to in clauses
(A)(1) and A(2) of Section 2.4(d)(i) above), less the amount of the Trust's
accrued liabilities (which accrued liabilities shall include net obligations of
the Trust under each Derivative Contract in an amount equal to the Derivative
Termination Value thereof payable by the Trust to the related counterparty)
other than liabilities for the aggregate principal amount of the Trust's
outstanding "senior securities representing indebtedness" (as that term is
defined in the 1940 Act, giving effect to any interpretations thereof by the
Securities and Exchange Commission or its staff) and (B) to the extent not
included in clause (A) above, the aggregate principal amount of floating rate
trust certificates corresponding to any associated residual floating rate trust
certificates owned by the Trust (less the aggregate principal amount of any such
floating rate trust certificates owned by the Trust and corresponding to the
associated residual floating rate trust certificates owned by the Trust).

2.5   Redemption. Each Series of VMTP Shares shall be subject to redemption by
the Trust as provided below:

(a)         Term Redemption.  The Trust shall redeem all VMTP Shares of a Series
on the Term Redemption Date for such Series, out of funds legally available
therefor under applicable law, at a price per share equal to the Liquidation
Preference per share of such Series plus an amount equal to all unpaid dividends
and other distributions on such share of such Series accumulated from and
including the Date of Original Issue to (but excluding) the Term Redemption Date
for such Series (whether or not earned or declared by the Trust, but without
interest thereon, and subject to Section 2.5(d)(vi)) (the "Term Redemption
Price"); provided, however, that the Trust shall have the right, exercisable not
more than 180 days nor less than 60 days prior to the Term Redemption Date, to
request that the Holders of 100% of the Outstanding VMTP Shares of the Series
extend the term of the Term Redemption Date for such Series by an additional
364-day period (the "Term Extension Request"), which request may be conditioned
upon terms and conditions that are different from the terms and conditions
herein.  Each Holder of such Series of VMTP Shares shall, no later than 30 days
after receiving such request, notify the Trust and the Redemption and Paying
Agent of its acceptance or rejection of such request, which acceptance by any
such Holder may be conditioned upon terms and conditions which are different
from the terms and conditions herein or the terms and conditions proposed by the
Trust in making an extension request (a "Conditional Acceptance").  If any
Holder of such Series of VMTP Shares fails to notify the Trust and the
Redemption and Paying Agent of its acceptance or rejection of the Trust's
request for extension within such 30-day period, such failure to respond shall
constitute a rejection of such request.  If any Holder of the Outstanding VMTP
Shares of a Series provides a Conditional Acceptance, then the Trust shall have
30 days thereafter to notify such Holder and each other Holder of such Series of
VMTP Shares of its acceptance or rejection of the terms and conditions specified
in the Conditional Acceptance.  The Trust's failure to notify the Holders of
such Series of VMTP Shares within such 30-day period will be deemed a rejection
of the terms and conditions specified in the Conditional Acceptance.  Each
Holder of VMTP Shares of a relevant Series may grant or deny any request for an
extension of the Term Redemption Date in its sole and absolute discretion.

(b)         Asset Coverage and Effective Leverage Ratio Mandatory Redemption.

(i)               Asset Coverage Mandatory Redemption.  (A)  If the Trust fails
to comply with the Asset Coverage requirement as provided in Section 2.4(a) as
of any time as of which such compliance is required to be determined in
accordance with Section 2.4(a) and such failure is not cured as of the Asset
Coverage Cure Date other than as a result of the redemption required by this
Section 2.5(b)(i), the Trust shall, to the extent permitted by the 1940 Act and
Massachusetts law, by the close of business on the Business Day next following
such Asset Coverage Cure Date, cause a notice of redemption to be issued, and
cause to be deposited Deposit Securities (in the case of the VMTP Shares) or
sufficient securities or funds (in the case of any other Preferred Shares) in
trust with the Redemption and Paying Agent or other applicable paying agent, in
each case in accordance with the terms of the Preferred Shares to be redeemed,
for the redemption of a sufficient number of Preferred Shares, which, to the
extent permitted by the 1940 Act and Massachusetts law, enable the Trust to meet
the requirements of Section 2.5(b)(i)(B).  The Trust shall allocate such
redemption on a pro rata basis among different series of Preferred Shares
(including the shares of each series of Municipal Preferred and each Series of
VMTP Shares) based upon the proportion the aggregate liquidation preference of
the outstanding Preferred Shares of any series bears to the aggregate
liquidation preference of all outstanding series of Preferred Shares (a "Pro
Rata Allocation").  In the event that any VMTP Shares of a Series then
Outstanding are to be redeemed pursuant to this Section 2.5(b)(i), the Trust
shall redeem such shares, out of funds legally available therefor under
applicable law, at a price per share equal to the Liquidation Preference per
share of such Series plus an amount equal to all unpaid dividends and other
distributions on such share of such Series accumulated from and including the
Date of Original Issue to (but excluding) the date fixed for such redemption by
the Board of Trustees (whether or not earned or declared by the Trust, but
without interest thereon, and subject to Section 2.5(d)(vi)) (the "Mandatory
Redemption Price").  The mandatory redemption price for any shares of Municipal
Preferred that are redeemed pursuant to this Section 2.5(b)(i) shall be
specified in Section 11(2) of the Municipal Preferred Statement.

                         (B)  On the Redemption Date for a redemption
contemplated by Section 2.5(b)(i)(A), the Trust shall redeem at the Mandatory
Redemption Price per share, out of funds legally available therefor under
applicable law, such number of Preferred Shares (based upon a number and
proportion of each series of Preferred Shares as shall be necessary to effect a
Pro Rata Allocation) as shall be equal to the lesser of (x) the minimum number
of Preferred Shares, the redemption of which, if deemed to have occurred
immediately prior to the opening of business on the Asset Coverage Cure Date,
would result in the Trust having Asset Coverage on such Asset Coverage Cure Date
of at least 225% (provided, however, that if there is no such minimum number of
VMTP Shares and other Preferred Shares the redemption or retirement of which
would have such result, all VMTP Shares and other Preferred Shares then
outstanding shall be redeemed), and (y) the maximum number of Preferred Shares
that can be redeemed out of funds expected to be legally available therefor in
accordance with the Declaration and applicable law.  The Trust shall effect such
redemption on the date fixed by the Board of Trustees therefor, which date shall
not be later than thirty (30) calendar days after such Asset Coverage Cure Date,
except that if the Trust does not have funds legally available for the
redemption of all of the required number of VMTP Shares and other Preferred
Shares which have been designated to be redeemed or the Trust otherwise is
unable to effect such redemption on or prior to thirty (30) calendar days after
such Asset Coverage Cure Date, the Trust shall (i) redeem those VMTP Shares and
other Preferred Shares which it is able to redeem (based upon a number and
proportion of each series of Preferred Shares as shall be necessary to effect a
Pro Rata Allocation) and (ii) redeem those VMTP Shares and other Preferred
Shares which it was unable to redeem on the earliest practicable date following
such thirty (30) calendar day period on which it is able to effect such
redemption (based upon a number and proportion of each series of Preferred
Shares as shall be necessary to effect a Pro Rata Allocation).  If fewer than
all of the Outstanding VMTP Shares of a Series are to be redeemed pursuant to
this Section 2.5(b)(i), the number of VMTP Shares of such Series to be redeemed
shall be redeemed (A) pro rata among the Outstanding shares of such Series, (B)
by lot or (C) in such other manner as the Board of Trustees may determine to be
fair and equitable.  If fewer than all outstanding shares of Municipal Preferred
are to be redeemed pursuant to this Section 2.5(b)(i), the manner of allocation
of shares to be redeemed among the series of Municipal Preferred shall be
determined in accordance with Section 11(2) of the Municipal Preferred
Statement.

(ii)              Effective Leverage Ratio Mandatory Redemption.  (A)  If (x)
the Trust fails to comply with the Effective Leverage Ratio requirement as
provided in Section 2.4(c) as of any time as of which such compliance is
required to be determined in accordance with Section 2.4(c), (y) with respect to
the Initial Series, the Trust fails to comply with the Effective Leverage Ratio
requirement determined as set forth in Section 6.12 of the Purchase Agreement
applicable to such Series if such requirement shall still be in effect in
accordance with the terms of such Purchase Agreement, or (z) with respect to any
other Series of VMTP Shares issued pursuant to this Statement, the Trust fails
to comply with any additional requirements relating to the determination of the
Effective Leverage Ratio requirement determined pursuant to the Purchase
Agreement or Appendix applicable to such Series and, in any such case, such
failure is not cured as of the close of business on the date that is seven
Business Days following the Business Day on which such non-compliance is first
determined (the "Effective Leverage Ratio Cure Date") other than as a result of
the redemption or other actions required by this Section 2.5(b)(ii), the Trust
shall not later than the close of business on the Business Day next following
the Effective Leverage Ratio Cure Date cause the Effective Leverage Ratio
(determined in accordance with the requirements applicable to the determination
of the Effective Leverage Ratio under this Statement and under the related
Appendix and Purchase Agreement or other purchase agreement for any applicable
Series of VMTP Shares in respect of which the Effective Leverage Ratio is being
determined) to not exceed the Effective Leverage Ratio required under Section
2.4(c) (without giving effect to the parenthetical provision in the first
sentence of Section 2.4(c)) as so determined, by (x) engaging in transactions
involving or relating to any floating rate trust certificates not owned by the
Trust and/or any residual floating rate trust certificates owned by the Trust,
including the purchase, sale or retirement thereof, (y) to the extent permitted
by the 1940 Act and Massachusetts law, causing a notice of redemption to be
issued fixing a redemption date, and causing to be deposited sufficient Deposit
Securities (in the case of the VMTP Shares) or sufficient securities or funds
(in the case of any other Preferred Shares) in trust with the Redemption and
Paying Agent or other applicable paying agent, in each case in accordance with
the terms of the Preferred Shares to be redeemed, for the redemption of a
sufficient number of Preferred Shares, based upon a number and proportion of
each series of Preferred Shares as shall be necessary to effect a Pro Rata
Allocation, or (z) engaging in any combination, in the Trust's discretion, of
the actions contemplated by clauses (x) and (y) of this sentence of Section
2.5(b)(ii)(A).  In the event that any VMTP Shares of a Series are to be redeemed
pursuant to clause (y) of the preceding sentence of this Section 2.5(b)(ii)(A),
the Trust shall redeem such VMTP Shares at a price per VMTP Share equal to the
Mandatory Redemption Price. The mandatory redemption price for any shares of
Municipal Preferred that are redeemed pursuant to this Section 2.5(b)(ii) shall
be as specified in Section 11(2) of the Municipal Preferred Statement.

                         (B)  On the Redemption Date selected by the Trust for a
redemption contemplated by clause (y) of the third to last sentence of Section
2.5(b)(ii)(A), which date shall not be later than thirty (30) calendar days
after such Effective Leverage Ratio Cure Date, the Trust shall not redeem more
than the maximum number of Preferred Shares that can be redeemed out of funds
expected to be legally available therefor in accordance with the Declaration and
applicable law.  If the Trust is unable to redeem the required number of VMTP
Shares and other Preferred Shares which have been designated to be redeemed in
accordance with clause (y) of the third to last sentence of Section
2.5(b)(ii)(A) due to the unavailability of legally available funds on the
applicable Redemption Date, the Trust shall (i) redeem those VMTP Shares and
other Preferred Shares which it is able to redeem (based upon a number and
proportion of each series of Preferred Shares as shall be necessary to effect a
Pro Rata Allocation) and (ii) redeem those VMTP Shares and other Preferred
Shares which it was unable to redeem on the earliest practicable date following
such Redemption Date on which it is able to effect such redemption (based upon a
number and proportion of each series of Preferred Shares as shall be necessary
to effect a Pro Rata Allocation).  If fewer than all of the Outstanding VMTP
Shares of a Series are to be redeemed pursuant to clause (y) of the third to
last sentence of Section 2.5(b)(ii)(A) , the number of VMTP Shares of such
Series to be redeemed shall be redeemed (A) pro rata among the Outstanding
shares of such Series, (B) by lot or (C) in such other manner as the Board of
Trustees may determine to be fair and equitable.  If fewer than all outstanding
shares of Municipal Preferred are to be redeemed pursuant to this Section
2.5(b)(ii), the manner of allocation of shares to be redeemed among the series
of Municipal Preferred shall be determined in accordance with Section 11(2) of
the Municipal Preferred Statement.

See also Section 11(2) of the Municipal Preferred Statement for additional
provisions related to mandatory redemption of Preferred Shares.

         Optional Redemption.

               Subject to the provisions of Section 2.5(c)(ii) and Section
2.5(c)(iii), the Trust may, solely for purposes of decreasing the leverage of
the Trust (except as specified in Section 2.5(c)(iv)), at its option on any
Business Day (an "Optional Redemption Date") redeem in whole or from time to
time in part the Outstanding VMTP Shares of any Series, out of funds legally
available therefor under applicable law, at a redemption price per VMTP Share
(the "Optional Redemption Price") equal to (x) the Liquidation Preference per
VMTP Share of such Series plus (y) an amount equal to all unpaid dividends and
other distributions on such VMTP Share of such Series accumulated from and
including the Date of Original Issue to (but excluding) the Optional Redemption
Date (whether or not earned or declared by the Trust, but without interest
thereon, and subject to Section 2.5(d)(vi)).

(ii)  If fewer than all of the outstanding VMTP Shares of a Series are to be
redeemed pursuant to Section 2.5(c)(i), the shares of such Series to be redeemed
shall be selected either (A) pro rata among the Holders of such Series, (B) by
lot or (C) in such other manner as the Board of Trustees may determine to be
fair and equitable.  Subject to the provisions of this Statement and applicable
law, the Board of Trustees will have the full power and authority to prescribe
the terms and conditions upon which VMTP Shares will be redeemed pursuant to
this Section 2.5(c) from time to time.
(iii) The Trust may not on any date deliver a Notice of Redemption pursuant to
Section 2.5(d) in respect of a redemption contemplated to be effected pursuant
to this Section 2.5(c) unless on such date the Trust has available Deposit
Securities having a Market Value not less than the amount that will be due to
Holders of VMTP Shares by reason of the redemption of such VMTP Shares on the
Optional Redemption Date contemplated by such Notice of Redemption.  Subject to
Section 2.5(c)(iv), the Trust may not use proceeds from the issuance of senior
securities (as the term is defined under the 1940 Act, giving effect to any
interpretations thereof by the Securities and Exchange Commission or its staff)
in order to effect a redemption of VMTP Shares pursuant to Section 2.5(c)(i).
(iv)  Notwithstanding the foregoing, solely during the period of 180 days
immediately preceding the Term Redemption Date for VMTP Shares of a Series, the
Trust may effect a redemption of all Outstanding VMTP Shares of such Series
pursuant to Section 2.5(c)(i) not for purposes of decreasing the leverage of the
Trust and may use the proceeds from the issuance of senior securities in order
to effect such redemption.
(d)         Procedures for Redemption.

(i)               If the Trust shall elect or be required to redeem, in whole or
in part, VMTP Shares of a Series pursuant to Section 2.5(a), (b) or (c), the
Trust shall deliver a notice of redemption (the "Notice of Redemption"), by
overnight delivery, by first class mail, postage prepaid or by Electronic Means
to Holders thereof, or request the Redemption and Paying Agent, on behalf of the
Trust, to promptly do so by overnight delivery, by first class mail, postage
prepaid or by Electronic Means.  A Notice of Redemption shall be provided not
more than forty-five (45) calendar days and not less than fifteen (15) calendar
days (or such shorter or longer notice period as specified in or as required to
comply with Section 2.5(b)(i) and Section 2.5(b)(ii) or as may be consented to
by all of the Holders) prior to the date, which shall be a Business Day, fixed
for redemption in such Notice of Redemption (the "Redemption Date").  Each such
Notice of Redemption shall state: (A) the Redemption Date; (B) the Series and
number of VMTP Shares to be redeemed; (C) the CUSIP number for VMTP Shares of
such Series; (D) the applicable Redemption Price on a per share basis; (E) if
applicable, the place or places where the security certificate(s) for such
shares (properly endorsed or assigned for transfer, if the Board of Trustees
requires and the Notice of Redemption states) are to be surrendered for payment
of the Redemption Price; (F) that, except as expressly provided in this
Statement, dividends on the VMTP Shares to be redeemed will cease to accumulate
from and after such Redemption Date; and (G) the provisions of this Statement
under which such redemption is made.  If fewer than all VMTP Shares held by any
Holder are to be redeemed, the Notice of Redemption delivered to such Holder
shall also specify the number of VMTP Shares to be redeemed from such Holder
and, if applicable, the method of determining such number.  The Trust may
provide in any Notice of Redemption relating to an optional redemption
contemplated to be effected pursuant to this Statement that such redemption is
subject to one or more conditions precedent not otherwise expressly set forth
herein and that the Trust shall not be required to effect such redemption unless
each such condition has been satisfied at the time or times and in the manner
specified in such Notice of Redemption.  No defect in the Notice of Redemption
or delivery thereof shall affect the validity of redemption proceedings, except
as required by applicable law.

(ii)  If the Trust shall give a Notice of Redemption, then at any time from and
after the giving of such Notice of Redemption and prior to 11:00 a.m., New York
City time, on the Redemption Date (so long as any conditions precedent to such
redemption have been met or waived by the Trust), the Trust shall (A) deposit
with the Redemption and Paying Agent Deposit Securities having an aggregate
Market Value on the date thereof no less than the Redemption Price of the VMTP
Shares to be redeemed on the Redemption Date and (B) give the Redemption and
Paying Agent irrevocable instructions and authority to pay the applicable
Redemption Price to the Holders of the VMTP Shares called for redemption on the
Redemption Date.  The Trust may direct the Redemption and Paying Agent with
respect to the investment of any Deposit Securities consisting of cash so
deposited prior to the Redemption Date, provided that the proceeds of any such
investment shall be available at the opening of business on the Redemption Date
as same day funds.  Notwithstanding the provisions of the preceding sentence, if
the Redemption Date is the Term Redemption Date, then such deposit of Deposit
Securities (which may come in whole or in part from the Term Redemption
Liquidity Account) shall be made no later than the 15th calendar day (or if such
day is not a Business Day, the next succeeding Business Day) of the month prior
to the month in which the Term Redemption Date occurs.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the
Holders of the VMTP Shares so called for redemption shall cease and terminate
except the right of the Holders thereof to receive the Redemption Price thereof
and such VMTP Shares shall no longer be deemed Outstanding for any purpose
whatsoever (other than (A) the transfer thereof prior to the applicable
Redemption Date and (B) the accumulation of dividends thereon in accordance with
the terms hereof, including Section 2.5(d)(vi), up to (but excluding) the
applicable date of redemption of such VMTP Shares, which accumulated dividends
shall be payable only as part of the applicable Redemption Price on the date of
redemption of such VMTP Shares).  The Trust shall be entitled to receive,
promptly after the date of redemption of any VMTP Shares called for redemption
on a Redemption Date, any Deposit Securities in excess of the aggregate
Redemption Price of such VMTP Shares.  Any Deposit Securities so deposited that
are unclaimed at the end of three hundred sixty-five (365) calendar days from
the date of redemption of any VMTP Shares called for redemption on a Redemption
Date shall, to the extent permitted by law, be repaid to the Trust, after which
the Holders of the VMTP Shares so called for redemption shall look only to the
Trust for payment of the Redemption Price thereof.  The Trust shall be entitled
to receive, from time to time after the date of redemption of any VMTP Shares
called for redemption on a Redemption Date, any interest on the Deposit
Securities so deposited.
(iv)  Notwithstanding the other provisions of this Section 2.5, except as
otherwise required by law, the Trust shall not redeem any VMTP Shares or other
series of Preferred Shares ranking on a parity with the VMTP Shares with respect
to dividends and other distributions unless all accumulated and unpaid dividends
and other distributions on all Outstanding VMTP Shares and such other series of
Preferred Shares for all applicable past dividend periods (whether or not earned
or declared by the Trust) (x) shall have been or are contemporaneously paid or
(y) shall have been or are contemporaneously declared and sufficient Deposit
Securities (in the case of the VMTP Shares) or sufficient securities or funds
(in accordance with the terms of such other Preferred Shares) for the payment of
such dividends and other distributions shall have been or are contemporaneously
deposited with the Redemption and Paying Agent or other applicable paying agent
for such VMTP Shares or other Preferred Shares in accordance with the terms of
the VMTP Shares or other Preferred Shares, provided, however, that the foregoing
shall not prevent the purchase or acquisition by the Trust of Outstanding VMTP
Shares pursuant to an otherwise lawful purchase or exchange offer made on the
same terms to Holders of all Outstanding VMTP Shares and/or any such other
series of Preferred Shares for which all accumulated and unpaid dividends and
other distributions have not been paid.
(v)   To the extent that any redemption for which Notice of Redemption has been
provided is not made by reason of the absence of legally available funds
therefor in accordance with the Declaration, this Statement, and applicable law,
such redemption shall be made as soon as practicable to the extent such funds
become available.  In the case of any redemption of VMTP Shares pursuant to
Section 2.5(c), no Redemption Default shall be deemed to have occurred if the
Trust shall fail to deposit in trust with the Redemption and Paying Agent the
Redemption Price with respect to any such VMTP 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.
(vi)  Notwithstanding anything to the contrary herein or in any Notice of
Redemption, if the Trust shall not have redeemed on the applicable Redemption
Date VMTP Shares for which a Notice of Redemption has been provided, the Holder
of such VMTP Shares shall continue to be entitled to receive dividends on such
VMTP Shares at the Dividend Rate, for the period from, and including, such
Redemption Date through, but excluding, the date on which such VMTP Shares are
actually redeemed and such dividends, to the extent accumulated, but unpaid,
during such period (whether or not earned or declared, but without interest
thereon), shall be included in the Redemption Price for such VMTP Shares.
(e)         Redemption and Paying Agent as Trustee of Redemption Payments by
Trust. All Deposit Securities transferred to the Redemption and Paying Agent for
payment of the Redemption Price of VMTP Shares called for redemption shall be
held in trust by the Redemption and Paying Agent for the benefit of Holders of
VMTP Shares so to be redeemed until paid to such Holders in accordance with the
terms hereof or returned to the Trust in accordance with the provisions of
Section 2.5(d)(iii) above.

(f)   Compliance With Applicable Law.  In effecting any redemption pursuant to
this Section 2.5, 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 Massachusetts law, but shall effect no redemption except in
accordance with the 1940 Act and any applicable Massachusetts law.
(g)   Modification of Redemption Procedures. Notwithstanding the foregoing
provisions of this Section 2.5, the Trust may, in its sole discretion and
without a shareholder vote, modify the procedures set forth above with respect
to notification of redemption for the VMTP Shares (other than the 15-day period
for delivery of a Notice of Redemption), provided that such modification does
not materially and adversely affect the Holders of the VMTP Shares or cause the
Trust to violate any applicable law, rule or regulation; and provided further
that no such modification shall in any way alter the rights or obligations of
the Redemption and Paying Agent without its prior consent.
2.6   Voting Rights.

(a)         One Vote Per VMTP Share. Except as otherwise provided in the
Declaration, this Statement, or as otherwise required by applicable law, (i)
each Holder of VMTP Shares shall be entitled to one vote for each VMTP Share
held by such Holder on each matter submitted to a vote of all shareholders of
the Trust, and (ii) the holders of outstanding Preferred Shares, including VMTP
Shares and shares of Municipal Preferred, and Common Shares shall vote together
as a single class; provided, however, that the Holders of outstanding Preferred
Shares, including VMTP Shares and shares of Municipal Preferred 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 VMTP Shares and shares of
Municipal Preferred, entitling the Holder thereof to one vote for each Preferred
Share in respect to the election of either such trustee.  Subject to Section
2.6(b), the Holders of outstanding Common Shares and Preferred Shares, including
VMTP Shares and shares of 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 clauses (A) or (B) of this Section 2.6(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 VMTP Shares and 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 VMTP
Shares and shares of Municipal Preferred, shall be entitled, voting as a class
on a one-vote-per-share basis (to the exclusion of the Holders of all other
securities and classes of shares of beneficial interest of the Trust), to elect
such smallest number of additional trustees, together with the two trustees that
such Holders are in any event entitled to elect.  A Voting Period shall
commence:

(A)                  if, at the close of business on any applicable dividend
payment date, accumulated dividends (whether or not earned or declared) on any
outstanding Preferred Share, including VMTP Shares and Municipal Preferred,
equal to at least two (2) full years' dividends shall be due and unpaid and
sufficient cash or specified securities shall not have been deposited with the
Redemption and Paying Agent or other applicable paying agent for the payment of
such accumulated dividends; or

(B)   if at any time Holders of Preferred Shares are otherwise entitled under
the 1940 Act to elect a majority of the Board of Trustees.
      A Voting Period shall terminate upon all of such conditions ceasing to
exist.  Upon the termination of a Voting Period, the voting rights described in
this Section 2.6(b)(i) shall cease, subject always, however, to the revesting of
such voting rights in the Holders of Preferred Shares upon the further
occurrence of any of the events described in this Section 2.6(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 Section 2.6(b)(i), the Trust shall call a special
meeting of such Holders and notify the Redemption and Paying Agent and/or such
other Person as is specified in the terms of such Preferred Shares to receive
notice (i) by mailing or delivery by Electronic Means or (ii) by delivering in
such other manner and by such other means as are specified in the terms of such
Preferred Shares a notice of such special meeting to such Holders, such meeting
to be held not less than ten (10) nor more than twenty (20) days after the date
of the delivery by Electronic Means or mailing of such notice or the delivery of
such notice by such other manner or means as are described in clause (ii) above.
If the Trust fails to call such a special meeting, it may be called at the
expense of the Trust by any such Holder on like notice.  The record date for
determining the Holders of Preferred Shares entitled to notice of and to vote at
such special meeting shall be the close of business on the fifth (5[th])
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 elect the
number of trustees prescribed in Section 2.6(b)(i) on a one-vote-per-share
basis.

(iii) Terms of Office of Existing Trustees. The terms of office of the incumbent
trustees of the Trust at the time of a special meeting of Holders of Preferred
Shares to elect additional trustees in accordance with Section 2.6(b)(i) shall
not be affected by the election at such meeting by the Holders of VMTP Shares
and such other holders of Preferred Shares of the number of trustees that they
are entitled to elect, and the trustees so elected by the Holders of VMTP Shares
and such other holders of Preferred Shares, together with the two (2) trustees
elected by the Holders of Preferred Shares in accordance with Section 2.6(a)
hereof and the remaining 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 terms
of office of the additional trustees elected by the Holders of the Preferred
Shares pursuant to Section 2.6(b)(i) shall terminate, the remaining trustees
shall constitute the trustees of the Trust and the voting rights of the Holders
of Preferred Shares to elect additional trustees pursuant to Section 2.6(b)(i)
shall cease, subject to the provisions of the last sentence of Section
2.6(b)(i).
(c)         Holders of VMTP Shares to Vote on Certain Matters.

(i)               Certain Amendments Requiring Approval of VMTP Shares.  Except
as otherwise permitted by the terms of this Statement, so long as any VMTP
Shares are Outstanding, the Trust shall not, without the affirmative vote or
consent of the Holders of at least a majority of the VMTP Shares of all Series
Outstanding at the time, voting together as a separate class, amend, alter or
repeal the provisions of the Declaration, or this Statement, whether by merger,
consolidation or otherwise, so as to materially and adversely affect any
preference, right or power of such VMTP Shares or the Holders thereof; provided,
however, that (i) a change in the capitalization of the Trust in accordance with
Section 2.8 hereof shall not be considered to materially and adversely affect
the rights and preferences of the VMTP Shares, and (ii) a division of a VMTP
Share shall be deemed to materially and adversely affect such preferences,
rights or powers only if the terms of such division materially and adversely
affect the Holders of the VMTP Shares.  For purposes of the foregoing, no matter
shall be deemed to materially and adversely affect any preference, right or
power of a VMTP Share of any Series or the Holder thereof unless such matter (i)
alters or abolishes any preferential right or power of such VMTP Share or (ii)
creates, alters or abolishes any right in respect of redemption of such VMTP
Share (other than solely as a result of a division of a VMTP Share).  So long as
any VMTP Shares are Outstanding, the Trust shall not, without the affirmative
vote or consent of the Holders of at least 66 2/3% of the VMTP Shares
Outstanding at the time, 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, the affirmative vote of the Holders of at least "a majority of the
outstanding Preferred Shares," including all VMTP Shares and shares of Municipal
Preferred Outstanding at the time, voting as a separate class, shall be required
(A) to approve any conversion of the Trust from a closed-end to an open-end
investment company, (B) to approve any plan of reorganization (as such term is
used in the 1940 Act) adversely affecting such shares, or (C) to approve any
other action requiring a vote of security holders of the Trust under Section
13(a) of the 1940 Act.  For purposes of the foregoing, the vote of a "majority
of the outstanding Preferred Shares" means the vote at an annual or special
meeting duly called of (i) sixty-seven percent (67%) or more of such shares
present at a meeting, if the Holders of more than fifty percent (50%) of such
shares are present or represented by proxy at such meeting or (ii) more than
fifty percent (50%) of such shares, whichever is less.
(iii) Certain Amendments Requiring Approval of Specific Series of VMTP Shares.
Except as otherwise permitted by the terms of this Statement, so long as any
VMTP Shares of a Series are Outstanding, the Trust shall not, without the
affirmative vote or consent of the Holders of at least a majority of the VMTP
Shares of such Series Outstanding at the time, voting as a separate class,
amend, alter or repeal the provisions of the Appendix relating to such Series,
whether by merger, consolidation or otherwise, so as to materially and adversely
affect any preference, right or power of the VMTP Shares of such Series or the
Holders thereof set forth in such Appendix; provided, however, that (i) a change
in the capitalization of the Trust in accordance with Section 2.8 hereof shall
not be considered to materially and adversely affect the rights and preferences
of the VMTP Shares of such Series, and (ii) a division of a VMTP Share shall be
deemed to affect such preferences, rights or powers only if the terms of such
division materially and adversely affect the Holders of the VMTP Shares of such
Series; and provided, further, that no amendment, alteration or repeal of (x)
the obligation of the Trust to (i) pay the Term Redemption Price on the Term
Redemption Date for a Series or (ii) accumulate dividends at the Dividend Rate
(as set forth in this Statement and the applicable Appendix hereto) or adjust
the basis for calculating the Dividend Rate (including converting the rate to a
fixed rate, changing the Index Rate or changing the Applicable Spread) or (y)
the provisions of the Appendix setting forth the Term Redemption Date or the
Liquidation Preference for the VMTP Shares, in each case, for a Series, or the
provisions of this Statement relating to the extension of the Term Redemption
Date of a Series, shall be effected without, in each case, the prior unanimous
vote or written consent of the Holders of such Series of VMTP Shares.  For
purposes of the foregoing, no matter shall be deemed to adversely affect any
preference, right or power of a VMTP Share of a Series or the Holder thereof
unless such matter (i) alters or abolishes any preferential right or power of
such VMTP Share, or (ii) creates, alters or abolishes any right in respect of
redemption of such VMTP Share.
(d)         Voting Rights Set Forth Herein Are Sole Voting Rights.  Unless
otherwise required by law, the Declaration or this Statement, the Holders of
VMTP Shares shall not have any relative rights or preferences or other special
rights with respect to voting such VMTP Shares other than those specifically set
forth in this Section 2.6; provided, however, that nothing in this Statement or
the Declaration shall be deemed to preclude or limit the right of the Fund (to
the extent permitted by applicable law) to contractually agree with any Holder
or Designated Owner of VMTP Shares of any Series that any action or inaction by
the Trust shall require the consent or approval of such Holder or Designated
Owner.

(e)   No Preemptive Rights or Cumulative Voting. The Holders of VMTP Shares
shall have no preemptive rights or rights to cumulative voting.
(f)   Voting for Trustees Sole Remedy for Trust's Failure to Declare or Pay
Dividends. In the event that the Trust fails to declare or pay any dividends on
any Series of VMTP Shares on the Dividend Payment Date therefor, the exclusive
remedy of the Holders of the VMTP Shares shall be the right to vote for trustees
pursuant to the provisions of this Section 2.6.  Nothing in this Section 2.6(f)
shall be deemed to affect the obligation of the Trust to accumulate and, if
permitted by applicable law, the Declaration and this Statement, pay dividends
at the Increased Rate in the circumstances contemplated by Section 2.2(g)
hereof.
(g)   Holders Entitled to Vote. For purposes of determining any rights of the
Holders of VMTP Shares to vote on any matter, whether such right is created by
this Statement, by the Declaration, by statute or otherwise, no Holder of VMTP
Shares shall be entitled to vote any VMTP Share and no VMTP Share 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 VMTP Share shall have been given in accordance with this
Statement and Deposit Securities for the payment of the Redemption Price of such
VMTP Share shall have been deposited in trust with the Redemption and Paying
Agent for that purpose.  No VMTP Share held (legally or beneficially) or
controlled by the Trust shall have any voting rights or be deemed to be
Outstanding for voting or for calculating the voting percentage required on any
other matter or other purposes.
(h)   Grant of Irrevocable Proxy.  To the fullest extent permitted by applicable
law, each Holder and Designated Owner may in its discretion grant an irrevocable
proxy with respect to the VMTP Shares.
2.7   Rating Agencies.

      The Trust shall use commercially reasonable efforts to cause at least two
Rating Agencies to issue long-term credit ratings with respect to each Series of
VMTP Shares for so long as such Series is Outstanding.  The Trust shall use
commercially reasonable efforts to comply with any applicable Rating Agency
Guidelines.  If a Rating Agency shall cease to rate the securities of tax-exempt
closed-end management investment companies generally, the Board of Trustees
shall terminate the designation of such Rating Agency as a Rating Agency
hereunder. The Board of Trustees may elect to terminate the designation of any
Rating Agency as a Rating Agency hereunder with respect to a Series of VMTP
Shares so long as either (x) immediately following such termination, there would
be at least two Rating Agencies with respect to such Series or (y) it replaces
the terminated Rating Agency with another NRSRO and provides notice thereof to
the Holders of such Series; provided that such replacement shall not occur
unless such NRSRO shall have at the time of such replacement (i) published a
rating for the VMTP Shares of such Series and (ii) entered into an agreement
with the Trust to continue to publish such rating subject to such NRSRO's
customary conditions. The Board of Trustees may also elect to designate one or
more other NRSROs as Other Rating Agencies hereunder with respect to a Series of
VMTP Shares by notice to the Holders of the VMTP Shares.  The Rating Agency
Guidelines of any Rating Agency may be amended by such Rating Agency without the
vote, consent or approval of the Trust, the Board of Trustees or any Holder of
Preferred Shares, including any VMTP Shares or shares of Municipal Preferred, or
Common Shares.

2.8   Issuance of Additional Preferred Shares.

      So long as any VMTP Shares are Outstanding, the Trust may, without the
vote or consent of the Holders thereof, authorize, establish and create and
issue and sell shares of one or more series of a class of senior securities of
the Trust representing stock under Section 18 of the 1940 Act (including,
without limitation, Preferred Shares) ranking on a parity with VMTP Shares as to
the payment of dividends and the distribution of assets upon dissolution,
liquidation or the winding up of the affairs of the Trust, in addition to then
Outstanding Series of VMTP Shares, and authorize, issue and sell additional
shares of any such series of a class of senior securities (including any
Preferred Shares) then outstanding or so established and created, including
additional Series of VMTP Shares, in each case in accordance with applicable
law, provided that the Trust shall, immediately after giving effect to the
issuance of senior securities representing stock and to its receipt and
application of the proceeds thereof, including to the redemption of senior
securities representing stock with such proceeds, have Asset Coverage
(calculated in the same manner as is contemplated by Section 2.4(b) hereof) of
at least 225%.  See also Section 5(3)(1) of the Municipal Preferred Statement
for additional provisions regarding issuance of additional preferred shares by
the Trust.

2.9   Status of Redeemed or Repurchased VMTP Shares.

      VMTP Shares that at any time have been redeemed or purchased by the Trust
shall, after such redemption or purchase, have the status of authorized but
unissued Preferred Shares.

2.10  Distributions with Respect to Taxable Allocations.

       Subject to Section 2.2(a), Holders of VMTP Shares shall be entitled to
receive, when, as and if declared by the Board of Trustees, out of funds legally
available therefor in accordance with applicable law, the Declaration and this
Statement, additional dividends or other distributions payable in an amount or
amounts equal to the aggregate Additional Amount Payment(s) as follows:

(a)               Whenever the Trust intends or expects to include a Taxable
     Allocation in any dividend on the VMTP Shares, the Trust shall, subject to
     Section 2.10(b), (i) in addition to and in conjunction with the payment of
     such dividend, pay the Additional Amount Payment payable in respect of the
     Taxable Allocation included as part of such dividend and (ii) during any
     Allocation Notification Period (as defined below), notify the Redemption
     and Paying Agent of the fact that a Taxable Allocation will be so included
     not later than 14 calendar days preceding the first Rate Determination Date
     on which the Dividend Rate for such dividend is to be established.
     Whenever such advance notice (a "Notice of Taxable Allocation") is received
     from the Trust, the Redemption and Paying Agent will, in turn, provide
     notice thereof to each Holder and each Designated Owner or its Agent Member
     that has been identified to the Redemption and Paying Agent.  With respect
     to a Rate Period for which a Notice of Taxable Allocation is given, the
     Trust will, to the extent practicable, include a Taxable Allocation in each
     of the dividends in such Rate Period so that each such dividend is
     considered to include ordinary income, capital gains and/or exempt-interest
     income in the same relative proportions.  For purposes of the foregoing, an
     "Allocation Notification Period" shall begin when the Trust receives a
     written notice from the Initial Purchaser that the Initial Purchaser has
     transferred VMTP Shares to a tender option bond trust and shall end when
     the Trust receives a written notice from the Initial Purchaser that such
     tender option bond trust has been terminated.

(b)    If the Trust determines that a Taxable Allocation must be included in a
dividend on the VMTP Shares but it is not practicable to pay any required
Additional Amount Payments concurrently with such dividend pursuant to Section
2.10(a), then the Trust shall pay such Additional Amount Payment as soon as
practicable and without reference to any regular Dividend Payment Date, but in
any event prior to the end of the calendar year in which such dividend is paid.
Similarly, during any Allocation Notification Period, if the Trust determines
that a Taxable Allocation must be included in a dividend on the VMTP shares but
it is not practicable to comply with the prior notice requirements in Section
2.10(a), then the Trust shall provide notice thereof to the Redemption and
Paying Agent as soon as practicable, but in any event prior to the end of the
calendar year in which such dividend is paid.  Whenever such notice is received
from the Trust, the Redemption and Paying Agent will, in turn, provide notice
thereof to each Holder and each Designated Owner or its Agent Member that has
been identified to the Redemption and Paying Agent.  For the avoidance of doubt,
this Section 2.10(b) is not intended to excuse the Trust's obligations under
Section 2.10(a), but rather to provide a mechanism for paying applicable
Additional Amount Payments and providing notice thereof under circumstances in
which the Trust may not become aware of the need to include a Taxable Allocation
in a dividend until it is not practicable to comply fully with Section 2.10(a).
(c)    The Trust shall not be required to make Additional Amount Payments with
respect to any net capital gains or ordinary income determined by the Internal
Revenue Service to be allocable in a manner different from the manner used by
the Trust.  The Trust will promptly give notice to the Redemption and Paying
Agent of any such determination, with instructions to forward such notice to
each Holder of affected VMTP Shares of a Series during the affected periods at
such Holder's address as the same appears or last appeared on the record books
of the Trust.
2.11  Term Redemption Liquidity Account and Liquidity Requirement.

(a)         On or prior to the Liquidity Account Initial Date with respect to
any Series of VMTP Shares, the Trust shall cause the Custodian to segregate, by
means of appropriate identification on its books and records or otherwise in
accordance with the Custodian's normal procedures, from the other assets of the
Trust (the "Term Redemption Liquidity Account") Liquidity Account Investments
with a Market Value equal to at least One Hundred Ten Percent (110%) of the Term
Redemption Amount with respect to such Series.  The "Term Redemption Amount" for
any Series of VMTP Shares shall be equal to the Term Redemption Price to be paid
on the Term Redemption Date for such Series, based on the number of shares of
such Series then Outstanding, assuming for this purpose that the Dividend Rate
for such Series in effect at the time of the creation of the Term Redemption
Liquidity Account for such Series will be the Dividend Rate in effect for such
Series until the Term Redemption Date for such Series.  If, on any date after
the Liquidity Account Initial Date, the aggregate Market Value of the Liquidity
Account Investments included in the Term Redemption Liquidity Account for a
Series of VMTP Shares as of the close of business on any Business Day is less
than One Hundred Ten Percent (110%) of the Term Redemption Amount with respect
to such Series, then the Trust shall cause the Custodian and the Adviser to take
all such necessary actions, including segregating additional assets of the Trust
as Liquidity Account Investments, so that the aggregate Market Value of the
Liquidity Account Investments included in the Term Redemption Liquidity Account
for such Series is at least equal to One Hundred Ten Percent (110%) of the Term
Redemption Amount with respect to such Series not later than the close of
business on the next succeeding Business Day.  With respect to assets of the
Trust segregated as Liquidity Account Investments with respect to a Series of
VMTP Shares, the Adviser, on behalf of the Trust, shall be entitled to instruct
the Custodian on any date to release any Liquidity Account Investments from such
segregation and to substitute therefor other Liquidity Account Investments, so
long as (i) the assets of the Trust segregated as Liquidity Account Investments
in the Term Redemption Liquidity Account at the close of business on such date
have a Market Value equal to at least One Hundred Ten Percent (110%) of the Term
Redemption Amount with respect to such Series and (ii) the Deposit Securities
included in the Term Redemption Liquidity Account at the close of business on
such date have a Market Value equal to at least the Liquidity Requirement (if
any) determined in accordance with Section 2.11(b) below with respect to such
Series for such date.  The Trust shall cause the Custodian not to permit any
lien, security interest or encumbrance to be created or permitted to exist on or
in respect of any Liquidity Account Investments included in the Term Redemption
Liquidity Account for any Series of VMTP Shares, other than liens, security
interests or encumbrances arising by operation of law and any lien of the
Custodian with respect to the payment of its fees.

(b)         The Market Value of the Deposit Securities held in the Term
Redemption Liquidity Account for a Series of VMTP Shares, from and after the
15th day of the calendar month (or, if such day is not a Business Day, the next
succeeding Business Day) that is the number of months preceding the calendar
month in which the Term Redemption Date for such Series occurs, in each case as
specified in the table set forth below, shall not be less than the percentage of
the Term Redemption Amount for such Series set forth below opposite such number
of months (the "Liquidity Requirement"), but in all cases subject to the
provisions of Section 2.11(c) below:


Number of Months Preceding Month of Term Redemption Date Market Value of
Deposit Securities as Percentage of Term Redemption Amount

                           5                         20%
                           4                         40%
                           3                         60%
                           2                         80%
                           1                        100%



(c)         If the aggregate Market Value of the Deposit Securities included in
the Term Redemption Liquidity Account for a Series of VMTP Shares as of the
close of business on any Business Day is less than the Liquidity Requirement in
respect of such Series for such Business Day, then the Trust shall cause the
segregation of additional or substitute Deposit Securities in respect of the
Term Redemption Liquidity Account for such Series, so that the aggregate Market
Value of the Deposit Securities included in the Term Redemption Liquidity
Account for such Series is at least equal to the Liquidity Requirement for such
Series not later than the close of business on the next succeeding Business Day.

(d)   The Deposit Securities included in the Term Redemption Liquidity Account
for a Series of VMTP Shares may be applied by the Trust, in its discretion,
towards payment of the Term Redemption Price for such Series as contemplated by
Section 2.5(d).  Upon the deposit by the Trust with the Redemption and Paying
Agent of Deposit Securities having an initial combined Market Value sufficient
to effect the redemption of the VMTP Shares of a Series on the Term Redemption
Date for such Series in accordance with Section 2.5(d)(ii), the requirement of
the Trust to maintain the Term Redemption Liquidity Account as contemplated by
this Section 2.11 shall lapse and be of no further force and effect.  Upon any
extension of the Term Redemption Date for a Series of VMTP Shares pursuant to
Section 2.5(a), the then-current Liquidity Account Initial Date for such Series
shall be extended as provided in the Appendix relating to such Series, and the
requirement of the Trust to maintain the Term Redemption Liquidity Account with
respect to such Series in connection with such Liquidity Account Initial Date
shall lapse and shall thereafter apply in respect of the Liquidity Account
Initial Date for such Series as so extended.
2.12  Global Shares.

      Unless the Board of Trustees determines otherwise, the VMTP Shares will be
issued in book-entry form as global securities.  Such global securities will be
deposited with, or on behalf of, the Depository Trust Company and registered in
the name of Cede & Co., its nominee.  Beneficial interests in the global
securities will be held only through the Depositary Trust Company and any of its
participants.

2.13  Notice.

      All notices or communications hereunder, unless otherwise specified in
this Statement, shall be sufficiently given if in writing and delivered in
person, by telecopier, by other Electronic Means or by overnight delivery.
Notices delivered pursuant to this Section 2.13 shall be deemed given on the
date received.

2.14  Termination.

      In the event that no VMTP Shares of a Series are Outstanding, all rights
and preferences of the VMTP Shares of such Series established and designated
hereunder shall cease and terminate, and all obligations of the Trust under this
Statement with respect to such Series shall terminate, other than in respect of
the payment of and the right to receive the Redemption Price in accordance with
Section 2.5 of this Statement.

2.15  Appendices.

      The designation of each Series of VMTP Shares shall be set forth in an
Appendix to this Statement.  The Board of Trustees may, by resolution duly
adopted, without shareholder approval (except as otherwise provided by this
Statement or required by applicable law) (1) amend the Appendix to this
Statement relating to a Series so as to reflect any amendments to the terms
applicable to such Series including an increase in the number of authorized
shares of such Series and (2) add additional Series of VMTP Shares by including
a new Appendix to this Statement relating to such Series.

2.16  Actions on Other than Business Days.

      Unless otherwise provided herein, if the date for making any payment,
performing any act or exercising any right, in each case as provided for in this
Statement, is not a Business Day, such payment shall be made, act performed or
right exercised on the next succeeding Business Day, with the same force and
effect as if made or done on the nominal date provided therefor, and, with
respect to any payment so made, no dividends, interest or other amount shall
accrue for the period between such nominal date and the date of payment.

2.17  Modification.

      To the extent permitted by applicable law, the Board of Trustees, without
the vote of the Holders of VMTP Shares or any other outstanding shares issued by
the Trust, may interpret or amend the provisions of this Statement or any
Appendix hereto to resolve any inconsistency or ambiguity or to remedy any
defect in connection therewith, in each case above, so long as any such
interpretation or amendment does not materially and adversely affect any
preference, right or power of the VMTP Shares or the Holders or Designated
Owners thereof, and, in addition to amendments permitted by Sections 2.5(g) and
2.6(c) hereof, may amend this Statement with respect to any Series of VMTP
Shares prior to the issuance of VMTP Shares of such Series.

2.18  Transfers.

(a)         A Designated Owner or Holder of any VMTP Shares of any Series may
sell, transfer or otherwise dispose of VMTP Shares only in whole shares and only
to (i) Persons that such Designated Owner or Holder reasonably believes are
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act or any successor provision) in accordance with Rule 144A under the
Securities Act or any successor provision that are banks, insurance companies or
registered open-end management investment companies, (ii) tender option bond
trusts (whether tax-exempt or taxable) in which all investors are Persons that
such Designated Owner or Holder reasonably believes are "qualified institutional
buyers" (as defined in and in accordance with Rule 144A under the Securities Act
or any successor provision) that are banks, insurance companies, or registered
open-end management investment companies (or, in the case of a tender option
bond trust in which an affiliate of such Holder or Designated Owner retains a
residual interest, such affiliate of such Holder or Designated Owner, but only
to the extent expressly provided for in any applicable Purchase Agreement), or
(iii) other investors with the prior written consent of the Trust.  The
restrictions on transfer contained in this Section 2.18(a) shall not apply to
any VMTP Shares that are being registered and sold pursuant to an effective
registration statement under the Securities Act or to any subsequent transfer of
such VMTP Shares.

(b)   If at any time the Trust is not furnishing information pursuant to Section
13 or 15(d) of the Exchange Act, in order to preserve the exemption for resales
and transfers under Rule 144A, the Trust shall furnish, or cause to be
furnished, to holders of VMTP Shares and prospective purchasers of VMTP Shares,
upon request, information with respect to the Trust satisfying the requirements
of subsection (d)(4) of Rule 144A.
2.19  No Additional Rights.

      Unless otherwise required by law or the Declaration, the Holders of VMTP
Shares shall not have any relative rights or preferences or other special rights
with respect to such VMTP Shares other than those specifically set forth in this
Statement; provided, however, that nothing in this Statement shall be deemed to
preclude or limit the right of the Trust (to the extent permitted by applicable
law) to contractually agree with any Holder or Designated Owner of VMTP Shares
of any Series with regard to any special rights of such Holder or Designated
Owner with respect to its investment in the Trust.

2.20  Personal Liability.

      A copy of the Declaration is on file with the Secretary of State of the
Commonwealth of Massachusetts.  The Declaration provides that the term
"Trustees" refers to the trustees under the Declaration collectively as
trustees, but not as individuals or personally; and notice is hereby given that
no trustee, shareholder, officer, employee or agent of the Trust shall be held
to any personal liability, nor shall resort be had to their private property for
the satisfaction of any obligation or claim or otherwise in connection with the
affairs of the Trust, but the Trust property only shall be liable.

                Signature Page Begins on the Following Page




      IN WITNESS WHEREOF, MFS High Yield Municipal Trust has caused this
Statement to be signed on September 12, 2012 in its name and on its behalf by a
duly authorized officer.  Said officer of the Trust has executed this Statement
as an officer and not individually, and the obligations and rights set forth in
this Statement are not binding upon any such officer, or the trustees of the
Trust or shareholders of the Trust, individually, but are binding only upon the
assets and property of the Trust.



                                     MFS HIGH YIELD MUNICIPAL TRUST



                                     By:  SUSAN S. NEWTON

                                          Name: Susan S. Newton
                                                                    Title:
                                     Assistant Secretary





    Signature Page to the Statement Establishing and Fixing the Rights and
         Preferences of Variable Rate Municipal Term Preferred Shares




                                     A-2



                                                                      APPENDIX A

                         MFS HIGH YIELD MUNICIPAL TRUST

          VARIABLE RATE MUNICIPAL TERM PREFERRED SHARES, SERIES 2016/9

              Preliminary Statement and Incorporation By Reference

      This Appendix establishes a Series of Variable Rate Municipal Term
Preferred Shares of MFS High Yield Municipal Trust.  Except as set forth below,
this Appendix incorporates by reference the terms set forth with respect to all
Series of such Variable Rate Municipal Term Preferred Shares in that "Statement
Establishing and Fixing the Rights and Preferences of Variable Rate Municipal
Term Preferred Shares" dated September 12, 2012 (the "VMTP Statement").  This
Appendix has been adopted by resolution of the Board of Trustees of MFS High
Yield Municipal Trust.  Capitalized terms used herein but not defined herein
have the respective meanings therefor set forth in the VMTP Statement.

Section 1.Designation as to Series.

      Variable Rate Municipal Term Preferred Shares, Series 2016/9:  A series of
2,844 Preferred Shares classified as Variable Rate Municipal Term Preferred
Shares is hereby designated as the "Variable Rate Municipal Term Preferred
Shares, Series 2016/9" (the "Series 2016/9 VMTP Shares").  Each share of such
Series shall have such preferences, voting powers, restrictions, limitations as
to dividends and other distributions, qualifications and terms and conditions of
redemption, in addition to those required by applicable law and those that are
expressly set forth in the Declaration, the By-laws and the VMTP Statement
(except as the VMTP Statement may be expressly modified by this Appendix), as
are set forth in this Appendix A.  The Series 2016/9 VMTP Shares shall
constitute a separate series of Preferred Shares and of the Variable Rate
Municipal Term Preferred Shares and each Series 2016/9 VMTP Share shall be
identical.  The following terms and conditions shall apply solely to the Series
2016/9 VMTP Shares:

Section 2.Number of Authorized Shares of Series.

      The number of authorized shares is 2,844.

Section 3.Date of Original Issue with respect to Series.

      The Date of Original Issue is September 12, 2012.

Section 4.Liquidation Preference Applicable to Series.

      The Liquidation Preference is $25,000.00 per share.

Section 5.Term Redemption Date Applicable to Series.

      The Term Redemption Date is September 30, 2016, subject to extension
pursuant to Section 2.5(a) of the VMTP Statement.

Section 6.Dividend Payment Dates Applicable to Series.

      The Dividend Payment Dates are the first Business Day of the month next
following each Dividend Period.

      The initial Dividend Payment Date shall be October 1, 2012.

Section 7.Liquidity Account Initial Date Applicable to Series.

      The Liquidity Account Initial Date is March 30, 2016 or, if applicable,
the date that is six months prior to the Term Redemption Date as extended
pursuant to Section 2.5(a) of the VMTP Statement or, if such date is not a
Business Day, the Business Day immediately preceding such date.

Section 8.Exceptions to Certain Definitions Applicable to the Series.

      The following definitions contained under the heading "Definitions" in the
VMTP Statement are hereby amended as follows:

      Not applicable.

Section 9.Additional Definitions Applicable to the Series.

      The following terms shall have the following meanings (with terms defined
in the singular having comparable meanings when used in the plural and vice
versa), unless the context otherwise requires:

      "Dividend Period" means, with respect to the Series 2016/9 VMTP Shares, in
the case of the first Dividend Period, the period beginning on the Date of
Original Issue for such Series and ending on and including September 30, 2012
and for each subsequent Dividend Period, the period beginning on and including
the first calendar day of the month following the month in which the previous
Dividend Period ended and ending on and including the last calendar day of such
month.

Section 10.Amendments to Terms of VMTP Shares Applicable to the Series.

      The following provisions contained under the heading "Terms of the VMTP
Shares" in the VMTP Statement are hereby amended as follows:

      Not applicable.

Section 11.Fitch Municipal Issuer Diversification Guidelines.

      So long as Fitch is a designated Rating Agency for the Series 2016/9 VMTP
Shares, the Trust intends to comply with Fitch's municipal issuer
diversification guidelines.





      IN WITNESS WHEREOF, MFS High Yield Municipal Trust has caused this
Appendix to be signed on September 12, 2012 in its name and on its behalf by a
duly authorized officer.



                                     MFS HIGH YIELD MUNICIPAL TRUST



                                     By:  SUSAN S. NEWTON

                                          Name: Susan S. Newton
                                                                    Title:
                                     Assistant Secretary





























      [Signature Page to Appendix A Establishing and Fixing the Rights and
         Preferences of Variable Rate Municipal Term Preferred Shares]

EX-99.77Q1 OTHR EXHB

FITCH CRITERIA
FITCH CRITERIA









Closed-End Funds / U.S.A.
RATING CLOSED-END FUND DEBT AND PREFERRED STOCK
MASTER <1>









Criteria


This  report  updates and replaces the master criteria report titled "Closed-End
Fund Debt and Preferred Stock Rating Criteria," dated Aug. 17, 2009. This report
primarily covers  collateralized  short-  and  long-term  obligations  issued by
country-regionplaceU.S.  closed-end  funds  (CEFs)  regulated  by the Investment
Company Act of 1940 (1940 Act).
STRESSED  ASSET  VALUES  EMPHASIS:  The  ability  of  a  CEF to redeem debt  and
preferred  stock  is  fundamentally  linked to the market value  of  the  fund's
assets, especially in times of market  stress.  Stress testing a CEF portfolio's
market value under a liquidation scenario to repay  rated  liabilities is a core
element of Fitch's rating methodology for CEFs.
STRUCTURAL   PROTECTIONS   SUPPORT   RATINGS:  CEFs  must  adhere  to   leverage
restrictions and structural features prescribed by the 1940 Act, which provide a
baseline  set  of protections. Fitch's criteria  considers  the  stressed  price
volatility of specific  asset  types,  all  forms  of  on- and off-balance sheet
leverage,  the  level  of  diversification,  and  other risk factors  not  fully
addressed by the 1940 Act.
DISCOUNT FACTORS DRIVE COVERAGE: Stressed  discount  factors  (DFs)
are  applied  to specific portfolio assets based on the assets' historical worst
volatility. In  turn,  the  discounted  value  of  the  portfolio  provides  the
overcollateralization  (OC)  available  to  rated  liabilities.  DFs are largely
unchanged  in this criteria update. Notable exceptions include clarification  of
certain DFs, inclusion of previously released structured finance DFs, and a more
conservative framework for single-state municipal CEFs.
CONSERVATIVE  SINGLE-STATE MUNICIPAL FRAMEWORK: Asset DFs have been increased by
an additional 1.25x  multiple  for  high concentrations in states rated `BBB' or
lower.  This  change  is intended to compensate  for  the  risks  of  holding  a
portfolio of assets from  a  state  undergoing  extreme  financial stress. Asset
price volatility and correlations may be more pronounced in such instances.
IMPORTANCE OF PORTFOLIO DIVERSIFICATION: The criteria places  heavy  emphasis on
the fund's portfolio diversification to limit overall portfolio risk.  Portfolio
guidelines  that  allow  for  issuer,  industry,  municipal sector, and/or state
concentrations  higher than Fitch's diversification  framework  will  result  in
higher DFs and potentially lower ratings.
CAPTURING ECONOMIC  LEVERAGE:  The  Fitch  OC tests seek to capture all forms of
leverage  -  traditional and economic - utilized  by  CEFs.  Forms  of  economic
leverage include derivatives, tender options bonds (TOBs), and other off-balance
sheet liabilities, many of which are not captured by the 1940 Act.
RECOGNITION OF  SUBORDINATION  RISKS: The Fitch Net OC test captures the effects
of  subordination that may pose a  risk  to  rated  debt  and  preferred  stock.
Subordination  arises  from the presence of senior debt and other obligations in
the fund's capital structure, which may have a first priority on fund assets.
DYNAMIC  DELEVERAGING  A  KEY   FEATURE:  CEFs  typically  implement  structural
deleveraging mechanisms to protect  investors  in  CEF debt and preferred stock.
The  deleveraging  triggers  are based on minimum OC ratios  recalculated  on  a
regular basis, with an allowable cure period before mandatory deleveraging takes
place. Fitch's criteria closely  consider  the frequency and robustness of these
deleveraging mechanisms.

RATINGS ASSIGNED TO SECURITIES ISSUED BY CEFS

Fitch assigns long- and short-term credit ratings  to  debt  and preferred stock
issued by leveraged CEFs, consistent with Fitch's published ratings definitions.
Ratings do not address liquidity in secondary markets.

LONG-TERM RATINGS

The long-term credit ratings address the likelihood of full and  timely  payment
of  interest  or  dividends on each payment date and principal upon optional  or
mandatory redemption or at maturity and are based on the following:
{circle}STRUCTURAL MECHANISMS: OC triggers, mandatory redemption parameters, and
    other structural protections for rated debt obligations.
{circle}CAPITAL STRUCTURE: The fund's capital structure and sufficiency of asset
    coverage, according to seniority of the liabilities.
{circle}INVESTMENT  PORTFOLIO:  Evaluation of the fund's portfolio assets with a
    focus on the potential market value loss under stress scenarios.
{circle}INVESTMENT  MANAGER  REVIEW:   Qualitative   assessment  of  the  fund's
    investment manager.
{circle}LEGAL CONSIDERATIONS: Integrity of the legal structure.

SHORT-TERM RATINGS

Fitch  may also assign short-term credit ratings to notes  and  preferred  stock
with maturities viewed as short-term based on market convention (typically up to
13 months)  and notes and preferred stock that offer a demand feature that gives
investors the  right  to tender the securities back to the fund or the liquidity
provider on pre-specified  periods or dates. In the latter case, Fitch assigns a
long-term rating to the leverage to address the sufficiency of asset coverage to
note and preferred investors  and a short-term rating to address the strength of
the put feature based on:
{circle}LIQUIDITY PROVIDER'S OBLIGATION:  Review  of the terms and conditions of
    the liquidity provider's obligation to purchase  all debt or preferred stock
    tendered for sale that have not been sold on the tender date or upon certain
    events  defined  in the transaction documents, such  as  expiration  of  the
    liquidity agreement or downgrade of the liquidity provider below a specified
    threshold.
{circle}LIQUIDITY  PROVIDER'S  CREDIT  STRENGTH:  The  credit  strength  of  the
    liquidity provider  or  the  guarantor  supporting  the liquidity provider's
    obligation.
{circle}LEGAL CONSIDERATIONS: The integrity of the legal structure.

RATINGS ASSIGNED TO OTHER CEF LEVERAGE TYPES

Fitch also assigns ratings to other types of financing instruments  for CEFs and
CEF-like fund structures. Examples include credit facilities, margin  loans, and
reverse repurchase agreements extended to CEFs and bespoke exchange-traded  note
transactions.

CEF DEBT AND PREFERRED STOCK RATED BELOW INVESTMENT GRADE

The  majority  of  Fitch-rated  CEFs  seek to achieve and maintain `AAA' or `AA'
ratings on their debt and preferred stock  obligations. The baseline protections
of the 1940 Act help support such rating levels. As such, Fitch does not publish
DFs below the `BBB' rating level. In a scenario  where  a  CEF's obligations are
rated  below `BBB,' Fitch would evaluate the portfolio, the structure,  and  the
manager  on  a  case-by-case  basis,  taking into account potential future asset
market value losses.

STRUCTURAL MECHANISMS SUPPORT RATINGS

Fitch's criteria for CEF debt and preferred  stock  assess  the  stressed  asset
coverage or OC as the primary means for repaying rated debt and preferred stock.
The analytical focus is on the asset pool and the structural mechanisms in place
to redeem rated obligations even during a stressful market environment where  no
refinancing  options  are  available. Asset liquidations and forced deleveraging
are presumed to be the only  means  of debt repayment upon an early or mandatory
redemption,  as well as repayment at maturity.  CEF  debt  and  preferred  stock
investors therefore are exposed to risks stemming from:
{circle}MARKET  RISK:  The  general  risk  of  declines  in  the market value of
    portfolio assets, particularly in periods of market stress  such as what was
    experienced in 2008.
{circle}LIQUIDITY  RISK: The risk that a security cannot be sold quickly  enough
    in the market to  prevent  a  further  loss  or  only can be liquidated at a
    haircut  to  its  intrinsic  value. This risk is present  in  the  event  of
    mandatory deleveraging or redemption  following  a  breach  of certain asset
    coverage ratios.
{circle}LEVERAGE  RISK:  The  risk  that  leverage  carried  by  the  fund  will
    exacerbate market losses allocated to investors and, depending on the  exact
    nature  of  each  form of debt, may also subordinate investors of rated debt
    and preferred stock.
{circle}MORAL HAZARD RISK:  The  risk  that  an  investment manager may manage a
    fund's portfolio and leverage to the benefit of  common  stockholders and to
    the detriment of debt and preferred stock investors.

OC IN TIMES OF STRESS

OC is measured by evaluating the market value of collateral available  to retire
rated liabilities adjusted by DFs to address the possibility that market  values
could  decline  further  prior  to  sale.  The presence of market value-based OC
triggers serves as the primary source of credit  enhancement  and protection for
rated   obligations.   Consequently,   CEFs   with  rated  instruments  maintain
overcollateralization guidelines within their governing documents.

Fitch will assign ratings by analyzing how funds  seek to maintain sufficient OC
compared  with Fitch OC tests. By maintaining a minimum  standard  for  OC,  the
asset coverage  tests  are  designed  to  protect  CEF  debt and preferred stock
investors against default on principal and any accrued interest or dividends.

MANDATORY DELEVERAGING OR REDEMPTION

Fitch's  CEF  rating  criteria  are  based on deleveraging/mandatory  redemption
provisions over a pre-specified and limited timeframe. Fitch views favorably any
additional provisions CEFs incorporate to increase asset coverage upon breaching
the tests, such as ceasing distributions  to common stockholders until the OC is
restored.

Fitch reviews mandatory deleveraging and other collateral maintenance provisions
within transaction documents to assess whether  CEFs  maintain sufficient OC for
debt and preferred stock for a given rating level. The  period  for deleveraging
usually takes the form of a cure period followed by a set period  for performing
mandatory redemptions.

For instance, the fund is first afforded a cure period within which  it may take
voluntary action to bring the tests back into compliance upon a breach of either
the  1940  Act or Fitch OC tests. During this period, funds may sell assets  and
use proceeds  to deleverage the portfolio or seek a capital injection through an
equity offering.  Fund  managers  may also elect to rebalance the portfolio into
more liquid, less risky assets to cure  a  breach  of  the tests. If the manager
fails  to  cure  a  breach  of  a  test within the prescribed cure  period,  the
governing documents require redemption  of  debt  and  preferred  stock within a
predefined  period in sufficient amounts to restore compliance with  the  failed
test(s).

EXPOSURE PERIOD TO MARKET RISK

The exposure  period is the period of time from the last valuation date when the
OC tests passed  to  the  last  allowable  date  when any OC test breach must be
cured. The exposure period is a central factor in Fitch's rating analysis, as it
limits the maximum number of days that a CEF debt or preferred stock investor is
exposed  to  portfolio market value declines before  deleveraging  and/or  early
redemption takes  place.  The  average  exposure period is around 40-60 business
days for Fitch-rated CEFs.

The exposure period, which is specified in  the  fund  governing  documents,  is
calculated as the sum of the following periods:
{circle}VALUATION  PERIOD: The frequency with which the fund calculates coverage
    ratios to ensure it is passing the tests (typically weekly).
{circle}CURE PERIOD:  The  number of days the fund has to cure any breach before
    entering into a mandatory redemption period (typically 10 business days).
{circle}MANDATORY REDEMPTION  PERIOD: The covenanted time allotted for redeeming
    shares or notes, during which time funds cannot issue additional leverage or
    pay common stock dividends  (typically  30  days).  This  period  is  set to
    account  for  mandated  shareholder notification periods, auction dates, and
    other structural considerations.

In  determining the asset DFs  presented  in  the  table  on  pages  7-8,  Fitch
calculated  stressed  DFs using exposure periods of between 40-60 business days.
Governing documents that  specify  an  exposure  period greater than 60 business
days may result in more conservative DFs being applied  at a given rating level.
Conversely,  an  exposure  period  under  40 business days may  result  in  less
conservative DFs at a given ratings level.  Fitch will evaluate shorter exposure
periods on a case-by-case basis, as shorter liquidation periods can also lead to
higher losses due to periods of market illiquidity and forced selling.

INVESTOR ACTIONS TO ENFORCE OR WAIVE DELEVERAGING

Some closed-end fund debt and preferred stock transaction documents permit their
investors to enforce or waive the fund's deleveraging and collateral maintenance
procedures when asset coverage tests are breached.  Typically,  a minimum number
of  votes  by  certain  investor  classes  are needed for the actions to  become
effective. A waiver of the deleveraging mechanisms may extend the length of time
investors are exposed to volatility in the market  value of the fund's portfolio
and, thus, could put negative pressure on the ratings.

CEF OC TESTS

1940 ACT -  BASELINE PROTECTION TO RATED DEBT AND PREFERRED STOCKHOLDERS

The 1940 Act does not mandate fund deleveraging upon  breach  of  asset coverage
but  does  restrict  payments/declaration  of  common  dividends and limits  the
issuance of new leverage until sufficient 1940 Act asset  coverage  is restored.
However,     fund     operating     documents    usually    include    mandatory
deleveraging/redemptions as a mechanism  for  curing  a  breach of the 1940 Act.
Therefore, 1940 Act asset coverage ratios, as typically incorporated  into  fund
governing  documents,  effectively  limit  the  amount  of  leverage  a fund can
maintain.  The  1940  Act  requires  a  minimum  OC  of  200% for total debt and
preferred  stock  leverage  and  a  minimum  asset  OC of 300% for  senior  debt
leverage.  These  OC tests are based on current, rather  than  stressed,  market
values.













   Fitch monitors funds' compliance with such 1940 Act asset coverage ratios, as
    they are an important structural protection for investors of rated notes and
  preferred stock. The 200% asset coverage ratio for debt and preferred stock is
  typically calculated in one of two ways, both of which yield the same result:
<2>
 The 300% asset coverage ratio for senior debt is typically calculated in one of
                             two ways, both of which also yield the same result:

ASSIGNING RATINGS BASED ONLY ON INVESTMENT COMPANY ACT OF 1940 ASSET COVERAGE
RATIOS
<3>
Fitch may rely on the  leverage  limits  embedded  in  the  1940 Act when rating
certain CEFs holding less volatile assets. To determine whether  Fitch  can rely
solely  on  1940  Act asset coverage ratios for assigning an `AAA' rating, Fitch
seeks to determine that the fund:
{circle}Is limited to only purchasing lower risk assets.
{circle}Has appropriate levels of issuer and industry diversification consistent
    with Fitch's criteria.
{circle}Restricts forms of leverage to those captured under the 1940 Act.
{circle}Maintains appropriately  conservative  mandatory deleveraging provisions
    that ensure deleveraging and/or redemption of rated obligations within a 60-
    business-day (or less) period.

The table on page 8 shows which asset types have  Fitch  DFs that are lower than
those implied by the 1940 Act's asset coverage tests. These  asset  types may be
analyzed  on  the basis of the 1940 Act's asset coverage tests, subject  to  the
caveats   above.    Fitch's   diversification   guidelines   are   outlined   in
Diversification Framework, pages10-14.

FITCH OC TESTS: GOING BEYOND THE 1940 ACT

The asset coverage/leverage  restrictions  of  the 1940 Act are not sufficiently
conservative at higher ratings levels for many of  the asset types held by CEFs.
Moreover, the 1940 Act tests often do not capture certain forms of leverage.

Fitch's CEF rating criteria measures the OC of debt  and preferred stock via the
Fitch Total OC and Fitch Net OC tests (together, the Fitch  OC tests). The Fitch
OC  tests  address  the  potential  for  additional forms of leverage  and  more
volatile asset classes. Fitch OC tests seek to measure whether the risk-adjusted
market  value  of  fund  assets  is  sufficient   to   meet  all  principal  and
interest/dividends  payments  of  debt  and  preferred stock  upon  optional  or
mandatory redemption. In the absence of other  qualitative considerations, Fitch
OC  and  Fitch  Net  OC  ratios in excess of 100% are  generally  deemed  to  be
consistent with the rating assigned to the debt and preferred stock.

FITCH TOTAL OC TEST: SUFFICIENCY OF ASSET COVERAGE

Fitch evaluates a fund's asset coverage on the basis of the Fitch Total OC
test for each rated class  of  leverage  in  the  fund's  capital structure. The
calculation of the Fitch Total OC test includes, in the numerator, all portfolio
assets  discounted  using  Fitch  DFs  along  with any applicable  haircuts  for
insufficient diversification. The denominator includes all portfolio liabilities
that  are pari passu or are senior to that class  of  rated  debt  or  preferred
stock.
<4>
FITCH NET OC TEST: SUBORDINATION RISK PROTECTION

Fitch also  evaluates  a  CEF's  asset coverage on the basis of the Fitch Net OC
test, which is relevant if a fund  has liabilities that are senior to the Fitch-
rated debt and preferred stock or if  it  has  liabilities  that  are secured by
specific assets. The Fitch Net OC test assesses whether the fund has  sufficient
assets  to  provide  asset coverage for the rated debt or preferred stock  after
first repaying liabilities  that  are legally or structurally more senior in the
capital structure. The Fitch Net OC test is calculated as follows:
<5>
The Fitch Net OC test may be either  more  or  less  conservative than the Fitch
Total OC test and may be particularly relevant for CEFs that utilize senior bank
lines, depending on the collateralization requirements.  For instance, the Fitch
Net OC test could be more conservative when senior bank liabilities  are secured
by specific assets. This may result in the remaining portfolio assets being more
highly concentrated by issuer and/or industry or concentrated in terms  of  more
volatile  asset  types.  Fitch  discounts  the  portfolio's  assets applying the
diversification  framework after subtracting any assets that are  encumbered  as
collateral for senior  obligations.  Fitch  will  calculate available net assets
after subtracting the total amount of senior liabilities  if  senior liabilities
have  a  general  claim  on  fund  assets. If specific assets are encumbered  or
segregated, Fitch will seek to exclude these assets from the OC tests.





FITCH DFS REFLECT ASSETS' MARKET VALUE RISK

Fitch's DFs are used to calculate  the Fitch OC tests. These DFs reflect each
asset class's unique price volatility based  on historically observed worst-case
price declines. For higher ratings levels, Fitch  applied  an  additional stress
factor  multiple and a liquidity haircut to the worst-observed loss.  (For  more
information  on  Fitch's  determination  of  asset-specific DFs, see Appendix 2:
Market Value Approach to DF Development on page  20.)  The DFs in many cases are
higher (i.e. afford CEFs lower levels of leverage) than  allowed  under the 1940
Act, in some cases substantially so (see Fitch DFs tables below and  on page 8).
Fitch will evaluate the sufficiency of the fund's asset coverage in the  context
of the Fitch OC and Fitch Net OC tests for CEFs that invest in higher risk asset
classes in addition to the fund's compliance with the 1940 Act.

<6>Fitch's  DFs  assume a market value exposure period between 40-60 days. Fitch
may determine and  publicly  disclose  DFs  for other collateral types, exposure
periods, and rating stresses on a case-by-case basis. Where DFs are based on the
credit rating of the portfolio asset, Fitch looks  to the Fitch rating first, if
available, otherwise to the lowest available rating  assigned  by  other  global
rating  agencies.  Where only a short-term security rating is available, Fitch's
rating correspondence  table,  available  in  the  Ratings  Definitions  page of
Fitch's  Web  site at www.fitchratings.com, is used to map the security's short-
term rating to a long-term rating.
<7>



                                 Rating Closed-End Fund Debt and Preferred Stock
                                                                               9

                                                                August 16, 2011























                                                   Leverage Outside the 1940 Act

Fitch  OC tests  also  capture  leverage  that  falls  outside  the  1940  Act's
definitions  of leverage. Nontraditional leverage that is excluded from the 1940
Act asset coverage  tests  include  reverse repurchase agreements, tender option
bonds (TOBs), securities lending arrangements,  to  be  announced (TBA) security
rolls,  forwards,  futures,  total  return  swaps,  credit  default  swaps,  and
purchased and written put and call options, among others.

The 1940 Act generally allows funds to exclude such leverage  from  their  asset
coverage  tests  if  the  leverage  is fully collateralized by segregated liquid
assets or if completely offsetting leverage positions exist, e.g. long and short
credit default swaps referencing the  same  name.  For  more information on this
topic, see Fitch Research on "Closed-End Funds: Evolving  Use  of  Leverage  and
Derivatives,"   dated   Sept.  27,  2010,  available  on  Fitch's  Web  site  at
www.fitchratings.com.

The full effects of leverage  as measured by the 1940 Act may be understated for
funds utilizing such nontraditional  forms  of  leverage. Fitch seeks to include
all forms of leverage, whether on- or off-balance  sheet  for  purposes  of  the
Fitch  OC  tests.  (For  more information on how to calculate the Fitch Total OC
test  and  Fitch  Net  OC  test  based  on  various  types  of  traditional  and
nontraditional leverage, see Appendix 1: Fund Liabilities, page 17.)

DEFERRED TAX LIABILITIES

Most CEFs elect to be treated as regulated investment companies (RICs) under the
Internal Revenue Code of 1986, as amended, allowing them not to pay entity-level
income tax, subject to certain  requirements.  However,  some  CEFs choose to be
treated  as corporations to take advantage of preferred tax treatment  given  to
certain assets,  such  as  MLPs.  As a result, these CEFs may carry deferred tax
liabilities (or assets) on their balance sheets due to appreciation of portfolio
securities and tax deferral on income.

Fitch treats a limited portion (10%)  of  a  fund's  deferred tax liability as a
fund liability for the purposes of calculating the Fitch OC tests. Fitch expects
that, under most market stress scenarios, declines in prices of portfolio assets
will  eliminate the deferred tax liabilities. However,  including  deferred  tax
liabilities in the Fitch OC tests accounts for the remote risk that a portion of
the liability may be realized upon sale of securities in a stressed scenario.

REFINANCING RISKS

CEFs can  be  exposed  to refinancing risk when senior debt matures or is called
early or when debt and term  preferred stock reach maturity, forcing the fund to
liquidate portfolio assets to  provide  for  repayment. To provide for liquidity
upon maturity, the transactional documents for debt and term preferred stock may
require a fund to segregate assets in an amount  at least equal to the amount of
maturing  securities  and  to  convert  the segregated  assets  to  more  liquid
securities  as  maturity approaches. Fitch  views  favorably  the  use  of  such
liquidity accounts and also provisions for longer termination notice periods for
senior financing securities, as they may serve to minimize forced asset sales in
a stressed environment  and  offer additional time to find alternative financing
sources.

DIVERSIFICATION FRAMEWORK

Fitch's CEF ratings guidelines  include  a  minimum diversification framework by
issuer, municipal sector, or corporate industry,  and  by state. Fitch developed
its  DFs  for  various  asset classes based on an analysis of  historical  price
declines and volatility of  various  indices.  As  a  result, the DFs implicitly
assume  that  the  CEF  portfolio  being  evaluated  is  sufficiently   diverse,
consistent with Fitch's diversification framework.

1940 ACT DIVERSIFICATION GUIDELINES

The 1940 Act provides a baseline diversification framework. CEFs regulated under
the 1940 Act may elect to register as a diversified or a nondiversified company,
both with respect to single issuer and industry/sector concentration. The issuer
concentration  guidelines of the 1940 Act permit diversified funds to invest  up
to 5% in a single issuer for up to 75% of their portfolio and allow up to 25% in
a  single  issuer   (also   known   as  the  PlaceNameplaceSafe  PlaceTypeHarbor
provision). The corporate industry and municipal sector concentration guidelines
permit funds to register as diversified  and  subject  their portfolios to a 25%
concentration limitation per industry or municipal sector.  Alternatively,  CEFs
may elect to operate as nondiversified CEFs and concentrate their holdings in  a
particular  industry/sector.  The nondiversified status is utilized primarily by
sector funds, such as real estate- and energy-sector CEFs.

FITCH'S DIVERSIFICATION FRAMEWORK

Fitch views the 1940 Act diversification  framework  as insufficient for ratings
obligations  of  CEFs.  Fitch's CEF rating criteria includes  a  diversification
framework that goes beyond  the 1940 Act, addressing concentration risk relative
to issuers, corporate industries,  municipal  sectors,  and  concentrated  CEFs,
including single-state municipal CEFs.

ISSUER DIVERSIFICATION

Fitch's  criteria captures issuer concentration risk for purposes of calculating
the Fitch  OC  tests.  Fitch  excludes  the  market  value  of any single-issuer
holdings  in  excess of the concentration framework when calculating  the  Fitch
Total  and  Net  OC  tests.  Issuer  concentration  for  corporate  obligors  is
calculated as the  sum  of  debt  and equity securities issued by an entity on a
consolidated basis, rolled up to the holding company level, if applicable.
<8>

The issuer diversification framework  for  municipal  CEFs  is similar, with the
exception of state-level GO bonds and other issues backed by  state-level taxing
authority.  For `AAA' rated CEF obligations, state-level GO obligations  have  a
maximum issuer  guideline  of  20%.  This  is intended to promote an appropriate
amount of portfolio diversification without creating an incentive for portfolios
to diversify away from what is traditionally the most creditworthy and liquid of
municipal issuances from within a given state.

Concentration  for  municipal obligors is aggregated  on  the  basis  of  the
revenue source supporting  repayment.  For example, all general obligation bonds
of a particular city are aggregated to calculate issuer concentration.

CORPORATE INDUSTRY AND MUNICIPAL SECTOR DIVERSIFICATION

Fitch also applies a 25% concentration threshold  to  corporate  industries  and
municipal sectors. Any exposure in excess of 25% is discounted at a higher DF to
account  for  increased  concentration  risks.  Specifically,  the DF applied to
municipal assets in excess of the 25% industry/municipal sector  diversification
guidelines are increased by an additional 1.1x or 1.25x, depending  on the state
GO ratings. The DF multiple for corporate industry concentrations above  25%  is
1.5x.
<9><10><11>
The  particular  multiples  Fitch  applies  to  DFs  on  the  basis of portfolio
concentration were derived by comparing the performance of broad  market indices
to indices concentrated in particular corporate industries and municipal sectors
and states.

<12>Certain  indices  utilized  by Fitch to derive DFs, such as and the  Merrill
Lynch Preferred Stock indices for preferred stock securities and the Alerian MLP
Index for equity securities issued  by MLPs, are inherently sector concentrated.
As such, the worst-case losses and resultant DFs already include a concentration
element. Therefore, Fitch does not apply  an additional DF multiple with respect
to preferred stock securities or securities issued by MLPs, RITs, or MTS.

SINGLE-STATE MUNICIPAL CEFS POSE ADDED RISKS

Fitch's  CEF criteria consider the inherent  concentration  risks  presented  by
single-state  CEFs, which typically invest 75%-100% of assets in a single state.
For single-state  concentrations  above 25%, Fitch applies a DF multiple of 1.1x
for securities of issuers located in  a  single  state  rated at least `BBB' and
1.25x  for  issuers located in a state rated below `BBB'. This  is  intended  to
capture the increased  likelihood  of  price  volatility and correlation between
portfolio  assets  from  a  single  state  under credit  stress,  which  may  be
exacerbated by headline risk and/or forced selling.
<13>
ASSET MARKET DEPTH AN IMPORTANT CONSIDERATION

The depth and diversity of a given asset class  is an important consideration in
Fitch's  analysis of CEFs' portfolios and the liquidity  of  underlying  assets.
Assets in a market with a homogenous or overly concentrated investor base may be
less liquid,  particularly  in  periods  of  stress  where  such  investors  may
experience  simultaneous  selling  pressures.  For example, an asset market with
significant open-end fund and CEF composition could  be  exposed  to  a downward
spiral  of  pricing  pressure  as  CEFs  simultaneously hit liquidation triggers
and/or open-end funds experience redemption pressure due to NAV declines.







OTHER RATING CONSIDERATIONS

EARLY DEBT AND PREFERRED STOCK REDEMPTIONS

Historically, CEFs have made prepayments or  early  redemptions  of  outstanding
securities at par or full liquidation preference. More recently, some  CEFs have
elected  to  make tender offers to repurchase outstanding ARPS at a price  below
their full liquidation  preference  as  a  means to offer ARPS investors partial
liquidity.

Fitch typically does not view such tender offers  at  a  price  less than par or
full liquidation amount as a distressed debt exchange leading to  a  restrictive
default, provided that the redemption is fully discretionary to investors and is
not  coercive. On the other hand, Fitch may consider a tender offer coercive  if
the securities  were  not redeemed in cash and/or if the fund announced that the
interest or dividend rate  is  lowered for securities that are not tendered. For
more  information  on this topic,  see  Fitch  Research  on  "Closed-End  Funds:
Redemptions Provide  Some  Liquidity  to  Illiquid  ARPS Market," dated Aug. 31,
2010, available on Fitch's Web site at www.fitchratings.com.

PREPAYMENT PREMIUMS AND MAKE-WHOLE AMOUNTS

Transaction documents of certain CEF liabilities at times incorporate a variable
make-whole amount that is required to be paid to investors  as  a  result  of  a
breach  of  asset  coverage  tests.  The  increased  payment  may put additional
pressure  on the CEF's ability to restore appropriate levels of  asset  coverage
and/or redeem  obligations.  Therefore,  Fitch  includes  any  make-whole amount
dictated  by transaction documents for purposes of calculating the  Fitch  asset
coverage tests.  Fitch  may also elect to apply an additional stress factor in a
higher and/or more volatile interest rate environment.

Similar to make-whole amounts,  fixed  prepayment  premium  obligations are also
added to total principal and accrued expenses when grossing up  the fund's total
liabilities for purposes of calculating the Fitch OC tests. Given  the fixed and
pre-specified  nature  of  the  potential  liability  to the fund, no additional
stress beyond the prepayment premium amount is applied.

Some CEF liabilities have a make-whole provision that is  enacted  solely in the
event  of a voluntary and optional prepayment of the notes at the discretion  of
the fund  and  is  not  applicable  in the event of an early redemption due to a
breach of the fund's asset coverage/deleveraging tests. In such instances, Fitch
makes no adjustments in calculating Fitch OC tests.

EVALUATING COUNTERPARTY RISK

Fitch  evaluates  counterparty  risk  arising   from   funds'   over-the-counter
derivative   positions   when   assigning   ratings   to  CEF  liabilities.  The
effectiveness of hedges and the value of speculative positions are linked to the
performance of the derivative counterparty.

To evaluate counterparty risk, Fitch reviews the structure  of  the  transaction
and credit risk of the counterparty in comparison to Fitch's criteria,  as noted
in "Counterparty Criteria for Structured Finance Transactions," dated March  14,
2011,  available  on  Fitch's Web site at www.fitchratings.com. Fitch looks to a
minimum Fitch long-term  issuer default rating (IDR) of `A' and a minimum short-
term IDR of `F1' of the swap  counterparty  to support notes and preferred stock
ratings in the `AA' category or higher. If sufficient  collateral is posted, the
criterion is extended to counterparties rated a minimum of `BBB+' and `F2'.

For  purposes of calculating the Fitch Total and Net OC Tests,  Fitch  does  not
include  any collateral posted by funds' counterparties in nonhedging derivative
transactions  as  part  of the tests' numerator because such amounts are already
reflecting in Fitch's treatment  of  derivatives described in Appendix 1. On the
other hand, Fitch includes any assets  posted  by  the fund to a counterparty as
part of the Fitch Total OC Test numerator, subject to appropriate DFs.

For  other  counterparty transactions such as securities  lending  arrangements,
counterparty  concentration remains a risk regardless of the market value of the
transaction. In  securities  lending arrangements, securities lent are typically
handled by the same counterparty  that  retains  the  cash  collateral received,
exposing  the  fund  to risk of loss on both the securities lent  and  the  cash
collateral. Fitch will  assess  such  risk  on  a case-by-case basis, evaluating
whether cash collateral is held by a bankruptcy-remote  entity  apart  from  the
counterparty, and calculating the Fitch Net OC test by subtracting the higher of
discounted  cash  collateral received or the discounted securities lent from the
numerator.

IMPLEMENTATION OF STRUCTURAL MECHANISMS

Historically, CEF governing documents incorporated most, if not every, aspect of
the rating criteria  that prevailed when the fund was originally rated. However,
the absence of detailed  descriptions  of Fitch's CEF rating criteria, including
asset-specific  DFs,  will  not on its own  have  adverse  rating  implications,
provided that the fund maintains  sufficient deleveraging mechanisms and adheres
to  guidelines  that  are conservative  compared  with  Fitch's  current  rating
criteria. From the perspective  of  the  investor  and  the  fund manager, Fitch
believes  this  offers  greater  transparency and easier implementation  of  any
future criteria changes.

STRESS TESTING AS PART OF THE ANALYSIS

Fitch may conduct stress tests on  CEF  portfolios  in  cases  where  the fund's
structure  and/or  portfolio guidelines differ from Fitch's criteria at a  given
ratings level. Stress  tests  contemplate  worst  case  scenarios  to ensure the
assigned  rating  can  withstand  adverse  changes  in  the fund's profile.  For
example, the tests may model migration in the fund's portfolio  composition  and
leverage to the limits of the fund's operating and investment guidelines.

For municipal CEFs, additional stress tests may include the instantaneous credit
migration  of  financial  guarantors  providing financial guarantee insurance to
portfolio securities or the instantaneous  decreases  in  the  prices of unrated
and/or below investment-grade portfolio assets, among others.

INFORMATION USED TO DETERMINE A RATING

In issuing and maintaining its ratings, Fitch relies on factual  information  it
receives  from issuers and underwriters and from other sources the rating agency
believes to  be  credible.  Fitch  conducts  a  reasonable  investigation of the
factual  information  relied on by it in accordance with its rating  methodology
and  obtains  reasonable  verification  of  that  information  from  independent
sources, to the  extent  such sources are available for a given security or in a
given jurisdiction. Issuers  may  choose  not  to share certain information with
external parties, including rating agencies, at  any  time.  While Fitch expects
that each issuer that has agreed to participate in the rating  process,  or  its
agents,  will  supply  promptly all information relevant for evaluating both the
ratings of the issuer and  all relevant securities, Fitch neither has, nor would
it seek, the right to compel  the disclosure of information by any issuer or any
agents of the issuer.

INVESTMENT MANAGER REVIEW

Fitch assigns ratings at the request  of  investors or fund management and after
reviewing all pertinent material and conducting an on-site manager review. Fitch
performs a manager evaluation on a pass/fail basis. A failed review would likely
preclude Fitch from assigning ratings in the  case  of a review for a new rating
or lead to negative rating pressure in the case of an  existing  rating. Fitch's
initial  and  ongoing  reviews  of  CEFs  encompass an analysis of the following
areas:
{circle}INVESTMENT POLICIES AND PROCEDURES:  Sector  overview, sector allocation
    and diversification, portfolio strategy construction and target composition,
    use of derivatives, and asset liquidity.
{circle}OPERATIONS: Asset pricing and portfolio valuation,  fair  value  pricing
    procedures,  trading  and  settlement  trade, reconciliation, and technology
    support.
{circle}LEGAL AND COMPLIANCE: Regulatory compliance,  including  compliance with
    the  fund's  governing  documents  on  the 1940 Act and Fitch OC tests,  SEC
    examinations, board of directors structure  and  independence,  and external
    and internal audits.
{circle}ORGANIZATION: Organizational and management structure, assets  by amount
    and  type  under  management,  key  personnel  experience and track records,
    product marketing, and distribution.

The  on-site  review includes meetings with the portfolio  management  team  and
related personnel.  During the on-site review, the company has an opportunity to
present information on  its  history,  ownership  structure, business plans, and
investment strategies, as well as demonstrate its credit selection and portfolio
monitoring  capabilities.  Fitch  also  evaluates  the  appropriateness  of  the
alignment of interests between the fund manager and the rated note and preferred
stock  investors.  The  organization  is  asked  to provide information  on  its
operating processes, related technologies, controls, and staffing resources.

INVESTMENT MANAGER REPLACEMENT

Due to the importance of the investment manager to  a  CEF's  operations,  Fitch
reviews  the  legal framework for replacement of the investment manager in cases
of a bankruptcy  or  insolvency  of  the  manager,  or otherwise in an event the
manager cannot perform its duties. The 1940 Act sets  forth parameters to govern
the  manager's  advisory  relationship  with  a CEF, providing  for  the  timely
replacement of an investment manager. Fitch anticipates that the fund's board of
directors, acting in its fiduciary duty, would  reassign  the manager's advisory
responsibilities on determining that the manager is unable to perform them.

SURVEILLANCE

Fitch monitors fund compliance with Fitch OC and 1940 Act tests as follows:
{circle}Weekly, funds internally calculate the Fitch OC and  1940  Act tests. If
    the  resultant  ratios are less than 5% above the minimum passing  threshold
    (e.g. 105% for a  Fitch  OC tests and 210% for a 1940 Act test for preferred
    stock), Fitch expects CEF  managers  to  notify  the  fund analyst so a more
    frequent dialogue can be held as necessary.
{circle}At  least  monthly,  funds  calculate  and  provide Fitch  with  updated
    portfolio holdings and Fitch OC and 1940 Act test results.
{circle}Fitch typically performs a review of each rated  fund and its investment
    manager annually . The review includes assessing the fund's adherence to its
    stated investment objectives and constraints, net asset  value  performance,
    and  recent  asset  coverage  ratios;  an  evaluation  of  the alignment  of
    interests  between  the fund manager and the rated note and preferred  stock
    investors; and a discussion  with  the  fund  manager  to  determine  future
    investment strategies, plans, and other forms of research.
{circle}In  periods of heightened credit and/or liquidity stress, Fitch reserves
    the right to initiate more frequent/detailed surveillance procedures.

The regular reporting  of asset coverage tests and updated portfolio holdings to
Fitch  by  the  fund  manager   and/or   administrator  is  central  to  Fitch's
surveillance process and critical to maintaining  the outstanding ratings on CEF
debt and preferred stock. Failure to receive this information in a timely manner
may result in negative rating actions and/or the withdrawal of assigned ratings.

To facilitate standardized reporting of fund information  and  to  assist in the
adoption of the new criteria and weekly testing, Fitch has developed a reporting
template.  The  Microsoft  Excel-based  template  includes a coverage page  that
summarizes the fund's assets, liabilities, and relevant  asset  coverage  ratios
and a portfolio holdings page, with built-in formulas for determining asset  DFs
and  diversification  guidelines.  Parties interested in receiving a copy of the
reporting template may contact any of the analysts listed on page 1.

In  addition  to  the information and analysis  provided  by  the  funds,  Fitch
performs its own internal  analysis  to  support ratings surveillance. First, to
assist in developing a current credit opinion  for  each fund and to measure up-
to-date  performance  for  all rated CEF debt and preferred  stock,  Fitch  will
internally calculate a 1940  Act  ratio  on  a  regular basis to gauge portfolio
volatility between monthly surveillance reports.  The internal monitoring serves
as a trigger point for further dialogue with managers  and  helps  Fitch  verify
performance  figures  noted  in the monthly/weekly surveillance reports received
from funds. Fitch also periodically  monitors  ongoing  asset price movements to
ensure DFs remain appropriate.






                                               <14>  APPENDIX 1: CEF LIABILITIES

<15>











                             Appendix 2: Market Value Approach to DF Development

Fitch  has  developed  DFs  through  historical  worst-loss stress  testing,  an
approach that is consistent with its criteria as detailed in the criteria report
"Rating Market Value Structures," dated Aug. 16, 2011,  available on Fitch's Web
site at www.fitchratings.com. To reflect the dynamic and  diverse  nature of CEF
portfolios, Fitch has developed specific DFs for common asset types.

Discounted portfolio assets are used as the numerator for the Fitch OC tests and
are calculated by dividing current portfolio market value by the appropriate  DF
for  each  asset  type.  DFs  are not intended to provide a static view of asset
performance, rather they express  current  views  of potential market value loss
through current economic conditions and the credit  cycle.  Fitch will perform a
periodic review of DFs using the methodology described in this  criteria report.
Fitch's  determination  of  asset  DFs was primarily based on worst-loss  events
experienced by each asset class. Therefore,  even  if  future analysis indicates
more  positive  and/or stable asset performance than implied  in  the  currently
presented DFs, Fitch may leave the DFs unchanged.

Fitch  established   DFs   through   determination   of  the  appropriate  asset
categorization, quantitative analysis, and modeling of  historical  asset  price
movements, as well as other qualitative considerations.

CATEGORIZATION OF ASSET CLASSES

Fitch  reviewed  major  asset  classes  within  the  CEF investable universe and
assigned asset groups differentiated by type and exhibited  magnitude  of market
value risk (for a list of Fitch-identified asset classes, see the table on pages
7-8).  This  approach segregated assets by sector, subordination in the issuer's
capital  structure,   domicile,   credit   rating,  and  duration.  Market-based
characteristics,  such  as  price or spread measures,  were  not  utilized  when
segregating assets into distinct  categories for the purposes of assigning asset
DFs. The grouping of asset types is  intended  to  strike an appropriate balance
between  differences  in market value performance of asset  subclasses  and  the
diminishing benefit of overly specific classification (due to the correlation of
similar assets and the  challenges  a  more  expanded  approach  would  bring to
implementation  by  funds).  Assigning  portfolio  assets  to  broader groups is
intended  to allow funds to allocate DFs and perform the Fitch OC  tests  in  an
efficient and transparent manner.

QUANTITATIVE ANALYSIS AND MODELING

For each asset  class,  Fitch constructed a base case stress based on historical
index performance and considered  the  volatility  and  liquidity  of  the given
index.  The  base  case stress was then converted into an expected loss at  each
rating level by multiplying  the base case stress by a representative factor for
higher rating stress scenarios.

VOLATILITY

Fitch's analysis of a given asset  category  was  based  on  observation  of the
worst-case  price decline experienced by the index, given a rolling 45-business-
day exposure  period.  The  analysis  used  historical  price data drawn from an
asset's representative index. Qualified indices typically  had at least 10 years
of available data. The starting dates for the index data varied but in all cases
included the financial crisis of 2008 and ended in June 2011.  At  times,  Fitch
used  multiple  indices  for  its analysis, looking at both price volatility and
index constituents. Representative indices for each asset class were selected on
the  basis  of  the  best fit between  the  index  constituents.  Factors  Fitch
considered in determining  robustness  included frequency of data points, length
of pricing history, inclusion of multiple  stress  periods  and business cycles,
and  appropriateness of data series for the asset category under  consideration.
Examples  of  indices  used include the S&P 500 Index, as a proxy for historical
price volatility of U.S.  large  cap common stock; the Alerian MLP
Index, for MLPs; the LSTA Leveraged Loan Index,  for first lien leveraged loans;
and   the  Lehman  Intermediate  Corporate  Index,  for  U.S.
investment-grade corporate debt that matures in less than 10 years.

As an added  measure  of  conservatism,  in  certain  instances, Fitch increased
historically observed worst losses if the asset class had  experienced its worst
45-business-day  loss  within  the  preceding six months. This was  intended  to
address the uncertainty of potential  further price declines in the near future.
The size of the increase was based on the  timing of the observed worst loss and
the degree of historical volatility experienced by the index.

LIQUIDITY

Fitch views market liquidity in periods of stress to be particularly relevant to
ensure deleveraging mechanisms work as intended.  Therefore,  Fitch  constructed
separate  liquidity stresses based on observations of stressed liquidations  and
discussions   with   various   internal  sector  analysts  and  external  market
participants. The amount of liquidity  adjustments  varied  by  asset  type; for
example, publicly traded equities received no additional liquidity haircut given
the deep, established market for such securities.

Overall,  Fitch  made  an  assessment  of an asset's liquidity profile based  on
factors such as:
{circle}Market size.
{circle}Market volumes (current and historical).
{circle}Bid/offer spreads, both in regular and stressed markets.
{circle}Observed liquidation prices during periods of stress.
{circle}Breadth and diversity of investors.
{circle}Size of issuance.
{circle}Transparency of the issuer.
{circle}Assessment of normal and large block trading sizes.
{circle}Depth of market making and stability in times of stress.

EXPECTED LOSS

A base case stress was calculated for each  asset  class as the sum of the worst
loss plus any illiquidity adjustment. Each base case  stress  was  classified by
Fitch  as  being  consistent  with a particular rating stress, as determined  by
reviewing the main worst-loss drivers,  the scale of decline during the specific
economic period, and the magnitude of worst  loss  compared  to other historical
losses. Once a rating level was determined for each base case  stress,  the base
case  stress  was  increased  using  corresponding multipliers to reflect higher
expected losses under higher rating stress  scenarios.  The multiplier was based
on historical asset performance by rating category. For example,  to  increase a
`BBB' rating stress to an `AAA' level, a multiple of two was used. Therefore, if
an asset class's observed worst case loss for a 45-business-day period  was  11%
and  this  loss  was deemed consistent with a `BBB' rating stress, then an `AAA'
level worst loss was  estimated  at  22%  over  the  45-day  period, assuming no
additionally liquidity add on. For `A' rating level base cases,  the  add-on for
an  `AAA'  is 1.5x. Most base case worst case losses were judged to be `BBB'  or
`A' rating stresses for purposes of this criteria.

QUALITATIVE ASSESSMENT

Calculating  base  case historical stresses per asset category was only one of a
number of factors Fitch considered when determining DFs. Fitch also analyzed the
fundamental characteristics of assets, which included an analysis of the asset's
structure  (e.g. convertible  securities)  and  information  transparency  (e.g.
liquidity).  The  asset's  place  in  the  issuer's  capital  structure was also
analyzed, with assets falling lower in the capital structure typically receiving
higher  DFs.  For example, equities received more conservative DFs  compared  to
bonds. However,  this  was not always the case; for instance, third-lien secured
leveraged loans received  lower  DFs  than unsecured high-yield bonds, primarily
due to the relatively poor liquidity associated  with  such  loans. Furthermore,
given  the  importance  of  robust  historical  data  in determining  worst-loss
estimates, asset classes that did not include significant periods of stress were
afforded little to no credit for the purpose of Fitch's analysis.







<16>













Endnotes

                                                                           <1>











RELATED CRITERIA
Counterparty Criteria for Structured Finance Transactions, March 14, 2011

Rating Market Value Structures, Aug. 16, 2011
Global Bond Fund Rating Criteria, Aug. 16, 2011
placePuerto Rico Closed-End Fund Debt and Preferred Stock, Aug. 16, 2011


RELATED RESEARCH
Tax-Exempt  CEFs  Change Leverage (ARPS Balances Reduced; New Securities Provide
Flexibility), June 17, 2011

Taxable Closed-End  Funds  Reduce ARPS Leverage, Shift to Alternate Forms, May
25, 2011

CLOs and CEFs: A Comparison  of  Leveraged Loan Investment Vehicles, April 26,
2011

Tax-Exempt Closed-End Funds Weather  Price  Declines  (Asset  Coverage Remains
Strong), Feb. 2, 2011

Closed-End Funds: Evolving Use of Leverage and Derivatives, Sept. 27, 2010

Closed-End Funds: Redemptions Provide Some Liquidity to Illiquid ARPS Market
, Aug. 31, 2010


ANALYSTS
Ian Rasmussen
+1 212 908-0232
ian.rasmussen@fitchratings.com



Yuriy Layvand, CFA
+1 212 908-9191
yuriy.layvand@fitchratings.com



Greg Fayvilevich
+1 212 908-9151
gregory.fayvilevich@fitchratings.com

Nathan Flanders
+1 212 908-0827
nathan.flanders@fitchratings.com

Roger W. Merritt
+1 212 908-0636
roger.merritt@fitchratings.com





<2>



=                     [Total Assets at MV - Current Liabilities[a]]/
 
            [All 1940 Act Leverage[b] + Accrued Expenses and Fees on Leverage]
                                            or
=   [Common Equity + All 1940 Act Leverage[ ] + Accrued Expenses and Fees on Leverage]/
              [All 1940 Act Leverage + Associated Accrued Expenses and Fees]
[


]


aCurrent liabilities do not include any liabilities associated with fund leverage, as recognized by the 1940 Act in Section 18.
[b]1940 Act leverage only includes leverage that funds interpret to be recognized as leverage under Section 18 of the 1940 Act (e.g.
preferred stock, notes, and bank facility). Other types of leverage, such as reverse repurchase agreements, mortgage dollar rolls,
and noncash settled derivatives, are excluded from this test and, instead, follow asset segregation rules. For more information see
Fitch Research on "Closed-End Funds: Evolving Use of Leverage and Derivatives
," dated Sept. 27, 2010, available on Fitch's Web site at www.fitchratings.com.




<3>



=                     [Total Assets at MV - Current Liabilities[a]]/
 
        [All Senior 1940 Act Leverage[a] + Accrued Expenses and Fees on Leverage]
                                            or
=   [Common Equity + All 1940 Act Leverage[ ] + Accrued Expenses and Fees on Leverage]/
          [All Senior 1940 Act Leverage + Accrued Expenses and Fees on Leverage]
[


]


aSenior 1940 Act leverage only includes leverage that funds interpret to be recognized as senior securities other than preferred
stock under Section 18 of the 1940 Act. (e.g. notes and bank facility). Similar to the 200% test, other types of leverage such as
reverse repurchase agreements, mortgage dollar rolls, and noncash settled derivatives are excluded from the 300% test and instead
follow asset segregation rules. For more information, see Fitch Research on "Closed-End Funds: Evolving Use of Leverage and
Derivatives," dated Sept. 27, 2010, available on Fitch's Web site at www.fitchratings.com.




<4>


Fitch Total OC =                        Total Net Discounted Assets at MV[a]/
              
                 Fitch Rated Liability + Other Liabilities Pari Passu and Senior to Rated Liability
[


]


aTotal net discounted assets at market value (MV) equal total portfolio assets at MV and accrued income, including assets held as
collateral for other fund liabilities, less nonleverage liabilities that are not part of a rolling leverage strategy (such as to-be-
announced (TBA) securities, futures, and forwards, among others), then discounted at the Fitch DFs in the table on pages 7-8 and
adjusted as per the Fitch diversification criteria discussed on pages xx-xx.




<5>



------------------------------------------------------------------------------
|Fitch Net OC =|             Available Net Discounted Assets[a]/              |
------------------------------------------------------------------------------
|              |Fitch Rated Liability + Other Liabilities That Are Pari Passu|
------------------------------------------------------------------------------
|[             |                                                             |
------------------------------------------------------------------------------

]


aAvailable net discounted assets equals total portfolio assets at MV and accrued income minus all assets that are either held as
collateral for other fund liabilities and/or subject to a first claim of a senior liability in the capital structure minus
nonleverage liabilities that are not part of a rolling leverage strategy (such as TBA security rolls, futures, and forwards, among
others), then discounted at the Fitch DFs in the table on pages 7-8 and adjusted per Fitch's criteria discussed in Diversification
Framework on pages10-14.





<6>
------------------------
|FITCH DISCOUNT FACTORS|
------------------------


 DISCOUNT FACTORS APPROPRIATE FOR DIFFERENT RATING LEVELS OF CEF DEBT AND PREFERRED STOCK
 



ASSETS                                                                                                            AAA   AA    A  BBB
                                                                                                                    
CASH AND SHORT-TERM INVESTMENTS
Cash and Receivables Due in 10 Business Days or Less                                                             1.00 1.00 1.00 1.00
Securities Rated in `A' to `AAA' Rating Categories; < 1 Year                                                     1.10 1.08 1.05 1.00

U.S. GOVERNMENT SECURITIES
Treasuries, Supranationals, Direct U.S. Agency Debt, and U.S. Agency-Backed                                      1.10 1.08 1.05 1.00
MBS; 1-10 Years[a]
Treasuries, Supranationals, Direct U.S. Agency Debt and U.S. Agency MBS; >10                                     1.25 1.20 1.15 1.10
Years

SOVEREIGNS
Debt of Developed Countries; 1-10 Years[ b c]                                                                    1.15 1.10 1.08 1.05
Debt of Developed Countries; >10 Years                                                                           1.30 1.25 1.20 1.15
Debt of Emerging Countriesd                                                                                      3.10 2.40 1.75 1.50

MUNICIPALS
Obligations in `AAA' or `AA' Rating Categories; 1-10 Years[e]                                                    1.20 1.15 1.10 1.08
Obligations in `A' Rating Category; 1-10 Years                                                                   1.30 1.20 1.15 1.10
Obligations in `AAA' Or `AA' Rating Categories; >10 Years                                                        1.45 1.35 1.25 1.20
Obligations in `BBB' Rating Category; 0-10 Years                                                                 1.45 1.35 1.25 1.20
Obligations in `A' Rating Category; >10 Years                                                                    1.50 1.40 1.30 1.20
Obligations in `BBB' Rating Category; >10 Years                                                                  1.70 1.50 1.40 1.25
Obligations Below Investment Grade or Unrated                                                                    2.50 2.00 1.70 1.45

CORPORATES
Bonds, Developed Countries, in `AAA' or `AA' Rating Categories; 1-10 Years[f]                                    1.30 1.20 1.15 1.10
Bonds, Developed Countries, in `A' Rating Category; 1-10 Years                                                   1.40 1.30 1.25 1.20
Bonds, Developed Countries, in `BBB' Rating Category; 0-10 Years                                                 1.40 1.30 1.25 1.20
Bonds, Developed Countries, in `AAA' or `AA' Rating Categories; >10 Years                                        1.40 1.30 1.25 1.20
Bonds, Developed Countries, in `A' or `BBB' Rating Categories; >10 Years                                         1.65 1.50 1.35 1.25
Bonds, Developed Countries, in `BB' Rating Category                                                              1.80 1.60 1.40 1.30
Bonds, Developed Countries, in `B' Rating Category                                                               2.15 1.80 1.55 1.40
Bonds, Developed Countries, Rated `CCC' or Lower or Unrated                                                      3.70 2.55 1.95 1.60
Bonds, Emerging Countries                                                                                        4.60 2.90 2.10 1.65

CONVERTIBLES
Busted Convertible Debt, Developed Countries, in `AAA' or `AA' Rating Categories or Unrated; 1 -10 Years[f]      1.30 1.20 1.15 1.10
Busted Convertible Debt, Developed Countries, in `A' or `BBB' Rating Categories; 1 -10 Years                     1.40 1.30 1.25 1.20
Busted Convertible Debt, Developed Countries, in `AAA' or `AA' Rating Categories or Unrated; >10 Years           1.40 1.30 1.25 1.20
Busted Convertible Debt, Developed Countries, in `A' or `BBB' Rating Categories; >10 Years                       1.65 1.50 1.35 1.25
Typical Convertible Debt, Typical Convertible Preferred Stock and Busted Convertible Preferred Stock, Developed  1.80 1.60 1.40 1.30
Countries, Investment Grade, or Unrated[h]
Busted Convertible Debt and Busted Convertible Preferred Stock, Developed Countries, in `BB' Rating Category     1.80 1.60 1.40 1.30
Busted Convertible Debt and Busted Convertible Preferred Stock, Developed Countries, in `B' Rating Category      2.15 1.80 1.55 1.40
Equity Sensitive Convertible Debt and Equity Sensitive Convertible Preferred Stock, Investment Grade, or         2.15 1.80 1.55 1.40
Unrated[i]
Typical Convertible Debt and Typical Convertible Preferred Stock, Below Investment Grade                         2.55 2.05 1.65 1.45
Synthetic Convertible Securities[j]                                                                                 -    -    -    -
[


]


aAsset category for agency-backed MBS excludes interest- and principal-only issues. [b]Sovereign debt excludes-
U.S. [c]Developed countries are advanced economies, as defined by the IMF. [d]Emerging countries are defined as all
countries not included in the aforementioned definition of developed countries. [e]`AAA' rated municipals include refunded and pre-
refunded municipal bonds, backed by U.S. government collateral. [f]Bonds category includes the collateralized
bond asset class. [g]Busted convertible securities are defined as convertible securities having a conversion premium in excess of
70%. Conversion premium is calculated as (MV  of the convertible security MV of total stock into which the security may be converted
to)/MV of the convertible security). [h]Typical convertible securities are defined as convertible securities that have a conversion
premium between 20% and 70%. [i]Equity sensitive convertible securities are defined as convertible securities that have a conversion
premium less than 20%. [j]Fitch will evaluate synthetic convertible securities on a case-by-case basis to determine the appropriate
DF and diversification treatment. In making this determination, Fitch will review the credit rating of the issuer and put provider,
the provisions on put protection and stock delta, and whether the underlying stock is trading at an equity sensitive, typical, or
busted conversion premium.






<7>
------------------------------------
|FITCH DISCOUNT FACTORS (CONTINUED)|
------------------------------------


 DISCOUNT FACTORS APPROPRIATE FOR DIFFERENT RATING LEVELS OF CEF DEBT AND PREFERRED STOCK
 



ASSETS                                                                                                            AAA   AA    A  BBB
                                                                                                                    
CONVERTIBLES (CONTINUED)
Busted Convertible Debt and Busted Convertible Preferred Stock, Rated 'CCC' or Lower or Unrated Distressed       3.70 2.55 1.95 1.60
Convertible Debt and Unrated Distressed Convertible Preferred Stock, Developed Countries[i]
Equity Sensitive Convertible Debt and Equity Sensitive Convertible Preferred Stock, Below Investment Grade       4.00 2.70 2.05 1.60
Convertible Debt and Convertible Preferred Stock, Emerging Countries                                             5.00 3.50 2.10 1.75

LEVERAGED LOANS
Performing U.S., Canadian, and European Union (EU) First Lien Loans Not Covenant Light[j k]                      1.55 1.40 1.30 1.25
Performing U.S., Canadian, and EU Second Lien and Covenant Light First                                           2.50 2.00 1.60 1.40
Performing U.S., Canadian, and EU Third Lien and Covenant Light Second                                           5.00 3.50 2.10 1.65

EQUITY
MLPs, RITs, and MTS, $1.5+ Billion Float-Adjusted Market Capitalization[l]                                       2.20 1.75 1.50 1.35
U.S. and Developed Countries, Large Capitalization[m]                                                            2.60 2.10 1.70 1.50
U.S. and Developed Countries, Medium Capitalization, and Small Capitalization, and MLPs, RITs                    4.00 2.70 2.05 1.60
and MTS, with Less Than $1.5 Billion Float-Adjusted Market Capitalization[n o]
Emerging and Developing Markets                                                                                  5.50 3.75 2.20 1.75

PREFERRED STOCK
Preferred Stock                                                                                                  2.50 2.00 1.60 1.40

FOREIGN CURRENCY
Unhedged Foreign Currency Exposure, Investment-Grade Countries (In Addition to Standard Asset DFs)               1.50 1.40 1.30 1.25

STRUCTURED SECURITIES
ABS Student Loans 'AAA' FFELP Non-ARS; < 10 Years[p]                                                             1.35 1.25 1.20 1.15
CMBS Issued 2005 or Earlier: Super-Senior Tranches Rated; 'AAA'[q]                                               1.45 1.35 1.25 1.20
ABS Student Loans 'AAA' FFELP Non-ARS; > 10 Years[p]                                                             1.45 1.35 1.25 1.20
CMBS Issued After 2005: Super-Senior Tranches Rated 'AAA'[q]                                                     1.70 1.50 1.35 1.30
Non-Agency RMBS, other ABS, other CMBS, and CLOs rated 'AAA'[r]                                                  1.80 1.60 1.40 1.30
Non-Agency RMBS, other ABS, other CMBS, and CLOs rated 'AA' or 'A'[r]                                            2.50 2.00 1.60 1.45

OTHER
All Other Assets                                                                                                   NC   NC   NC   NC
[


]


iDistressed convertibles have a bid price below 60% of par, as defined on page 303 of the March 2008 edition of "A Guide to the
Lehman Brothers Global Family of Indices." [j]Performing loans are defined as loans that remain current on principal and interest
payment obligations. [k]Covenant light loans are defined as loans without maintenance-style financial covenants, such as maximum
leverage and minimum interest and cash flow coverage tests, which are required to be tested (and passed) each quarter or half year.
Fitch's DFs on leveraged loans are primarily derived from the performance of the U.S. leveraged loan market and
reflects the jurisdictional support of creditor's rights in the U.S. To date, this analysis has also been
applicable to leveraged loans originating from Canada and the EU, which together with U.S.
leveraged loans constitute the majority of investments made by Fitch-rated loan closed-end funds. However, should a marked change in
jurisdictional mix and creditor's rights take place in any of these geographical locations, Fitch will re-evaluate its DFs to
reflect such data. [l]Defined as excluding closely held stock and cross holdings, among others, consistent with the calculation
methodology of the Alerian MLP Index. Also includes publicly traded c-corps with more than 80% of assets in MLPs, RITs, and MTS.
Notwithstanding this, MLPs, RITs, and MTS that are restricted from trading with 180 days or less until the first available
registration date are afforded same DFs as MLPs, RITs and MTS with less than $1.5 billion market capitalization, subject to a 10%
overall limit on exposure. [m]Large capitalization is defined as company stock that has market capitalization equal to or more than
$5 billion. [n]Medium capitalization is defined as company stock that has market capitalization of less than $5billion and equal to
or more than $1 billion. [o]Small capitalization is defined as company stock that has market capitalization of less than $1 billion.
[p]FFELP non-ARS student loans refer to the private sector student loan programs organized through one of the-
U.S. federal agencies' family education loan program. These loans have either full or almost-full support of the-
U.S. government, depending on vintage. Non-ARS refers to those investments that do not trade as an auction-rate security.
[q]Super-senior tranche refers to a tranche that has at least one other 'AAA' rated tranche junior to it and no other tranches
senior to it in the capital structure. Furthermore, such tranche should not be on Rating Watch Negative or Rating Outlook Negative.
[r]Other ABS includes 'AAA' rated obligations securitized by credit card and automobile loan receivables and student loans that are
not already captured by other security-type categories in the above table. Notes: For all asset classes, asset maturity is
calculated on the basis of the security's final maturity, except for securities that contain a put provision at the security
holder's option. In such instances and for the purpose of determining the appropriate asset DF, the next available put date may be
assumed to be the asset maturity date. For investments that synthetically reference diversified indices or portfolios, Fitch
calculates the average credit quality needed to select the appropriate DF by: looking to the Fitch rating of each underlying
security, if available, otherwise at the lowest available rating of other global rating agencies; assigning a probability of default
value to each underlying security based on Fitch's Corporate CDO Criteria; and calculating the probability-of-default weighted-
average credit rating of that index/portfolio in consistency with Fitch's report "Global Bond Fund Rating Criteria," DATED AUG. 16,
2011. MLPs - Master limited partnerships. RITs - Royalty or income trusts. MTS - Marine transportation securities. NC - No credit
given unless evidence of stable market value risk can be demonstrated.






<8>
----------------------------------------------------
|FITCH CORPORATE ISSUER DIVERSIFICATION GUIDELINES||
                                                  --
-------------------------------------------------------------------------------
|OBLIGOR                   | MAXIMUM AMOUNT ELIGIBLE FOR FITCH OC TESTS (%)[A]|
-------------------------------------------------------------------------------
|Largest Obligor           |                                             10[b]|
|Next Five Largest Obligors|                                                 5|
-------------------------------------------------------------------------------
|All Other Obligors        |                                                 3|
-------------------------------------------------------------------------------
|[                         |                                                  |
-------------------------------------------------------------------------------

]


aOn a case-by-case basis, Fitch may raise its issuer concentration thresholds for funds where Fitch rates the issued debt or
preferred stock below investment grade, since such rating already reflects, to an extent, the increased risk associated with the
idiosyncratic risk in the fund's portfolio. [b]On a case-by-case basis, Fitch may raise its issuer concentration thresholds for
exposure to broadly diversified investment portfolios or holding companies. Notes: It is not uncommon for some fund managers to
invest in other diversified funds, indices, or investment vehicles. In such cases, Fitch's single obligor guidelines may not apply.
For restricted MLPs, RITs, and MTS securities, up to 10% aggregate exposure may be counted toward the Fitch OC tests. Any excess
exposure is not eligible for credit. In cases where an obligor is in excess of these guidelines and the fund's exposure is to
multiple securities, Fitch excludes the market values of securities with the highest DF first.






<9>
---------------------------------------------------
|FITCH MUNICIPAL ISSUER DIVERSIFICATION GUIDELINES|
---------------------------------------------------
*-------------------------------------------
||MAXIMUM % ELIGIBLE FOR FITCH OC  TESTS[A]|
*-------------------------------------------


                                                                                                   AAA  AA   A  BBB
                                                                                                   
State-Level General Obligations and Other Municipal Issues Backed by State-Level Taxing Authority   20  40  60   80
Largest Obligor[b]                                                                                  10  10  10   10
Next Five Largest Obligors                                                                           5   5   5    5
All Other Obligors                                                                                   3   3   3    3
[


]


aOn a case-by-case basis, Fitch may raise its issuer concentration thresholds for funds where it rates the issued debt or preferred
stock below investment grade, since such rating already reflects, to an extent, the increased risk associated with the idiosyncratic
risk in the fund's portfolio. Reflects maximum concentrations at a given rating stress for debt or preferred obligations issued by
CEFs. [b]Excluding state-level general obligation and other municipal issues backed by state-level taxing authority, on a case-by-
case basis, Fitch may raise its issuer concentration thresholds for exposure to broadly diversified investment portfolios or holding
companies. Notes: In cases where an obligor is in excess of these guidelines and the fund's exposure is to multiple securities,
Fitch excludes the market values of securities with the highest DF first.






<10>

CORPORATE INDUSTRIES FOR PURPOSES OF DETERMINING FUNDS' SINGLE-INDUSTRY EXPOSURE[A]

--------------------------------------------------------------------------------
|INDUSTRIES SUBJECT TO 25% THRESHOLD PER FUND  |                               |
--------------------------------------------------------------------------------
|Aerospace and Defense                         |General Retail                 |
--------------------------------------------------------------------------------
|Automobiles, Building and Materials, Chemicals|Healthcare                     |
--------------------------------------------------------------------------------
|Banking, Finance, and Insurance               |Industrial/Manufacturing       |
--------------------------------------------------------------------------------
|Broadcasting, Media, and Cable                |Lodging and Restaurants        |
--------------------------------------------------------------------------------
|Business Services                             |Metals and Mining              |
--------------------------------------------------------------------------------
|Computer and Electronics, Telecommunications  |Packaging and Containers       |
--------------------------------------------------------------------------------
|Consumer Products                             |Paper and placeForest Products |
--------------------------------------------------------------------------------
|Energy (Oil and Gas)                          |Pharmaceuticals                |
--------------------------------------------------------------------------------
|Environmental Services                        |Real Estate                    |
--------------------------------------------------------------------------------
|Farming and Agricultural Services             |Sovereigns                     |
--------------------------------------------------------------------------------
|Food and Drug Retail                          |Textiles and Furniture         |
--------------------------------------------------------------------------------
|Food, Beverage, and Tobacco                   |Transportation and Distribution|
--------------------------------------------------------------------------------
|Gaming, Leisure, and Entertainment            |Utilities (Power)              |
--------------------------------------------------------------------------------
|[                                             |                               |
--------------------------------------------------------------------------------

]
-----------------------------------------
|aBased on Fitch corporate CDO criteria.|
-----------------------------------------





<11>
------------------------------------------------------------------------------
|MUNICIPAL SECTORS FOR PURPOSES OF DETERMINING FUNDS' SINGLE-SECTOR EXPOSURE||
------------------------------------------------------------------------------


SECTORS SUBJECT TO 25% THRESHOLD[A]
                                               
Pre-Refunded/Escrowed                             Municipal Essential Service
Revenue[c]
General Obligation and Lease/Appropriation Backed Transportation Revenue
Special Tax Backed                                Corporate Backed[d]
Healthcare Revenue[b]                             Housing Revenue
Higher Education Revenue
[


]


aInvestments in bonds that have been pre-refunded or escrowed to maturity and in bonds that are backed by state-level general
obligation are exempt from the 25% threshold. [b]Includes hospitals, nursing, and senior care facility bonds, among others.
[c]Includes power, water, and sewer bonds, among others. [d]Includes tobacco bonds, investor-owned utilities, and industrial
development bonds, among others.





<12>

SUMMARY OF INDUSTRY DIVERSIFICATION GUIDELINES FOR TAXABLE CEFS

Treatment for Exposure in Excess of 25% to a Single Corporate Industry
Additional 1.5x Multiple to Applicable Asset DF
Note: In instances where a fund has concentration in excess of  25%,
Fitch's diversification framework applies the DF multiple on a
pro rata basis across all instruments within such a group.




<13>
---------------------------------------------------------------------------
|SUMMARY OF SECTOR/STATE DIVERSIFICATION GUIDELINES FOR TAX-EXEMPT CEFS[A]|
---------------------------------------------------------------------------



                                                               
State General Treatment for Exposures in Excess of 25% to a Single   Treatment for Exposures in Excess of 25% to a
Obligation    Municipal Sector[b]                                    placePlaceNameSingle PlaceTypeState
Rating
BBB or Higher Additional 1.1x Multiple to Applicable Asset DF        Additional 1.1x Multiple to Applicable Asset DF
BBB- or Lower Additional 1.1x Multiple to Applicable Asset DF        Additional 1.25x Multiple to Applicable Asset DF
[


]


aThis table summarizes sector/state diversification guidelines that are applicable to municipal CEFs. Other general guidelines, such
as the issuer diversification framework, continue to apply. [b]Excludes state-level general obligation bonds and issues backed by
state-level taxing authority. Note: In instances where a fund has concentration in excess of 25%, Fitch's diversification framework
applies the DF multiple on a pro rata basis across all instruments within such a group.













<14>
--------------------------------------------------------------
|TREATMENT OF FUND LIABILITIES FOR FITCH OC TEST CALCULATIONS|
--------------------------------------------------------------
*--------------------------------------------------
||FITCH OC TESTS FOR RATED DEBT OR PREFERRED STOCK|
*--------------------------------------------------
*---------------------------------------
||FITCH TOTAL OC TEST|FITCH NET OC TEST|
*---------------------------------------


COLUMN 1                  COLUMN 2                                                          COLUMN 3      COLUMN 4      COLUMN 5
                                                                                                            
TREATMENT OF NONRATED     NUMERATOR                                                         DENOMINATOR   NUMERATOR     DENOMINATOR
LIABILITIES IN FUND'S
CAPITAL STRUCTURE
Current Liabilities       - Current liabilities that will settle within 10 days (does not   No            + Amount in   No
                          include rolled securities, forwards, futures, and other leverage  adjustments   column 2      adjustments
                          instruments)
Notes or Preferred Stock  +Discounted MV of reinvested assets                               No            + Amount in   No
(Subordinate to Rated                                                                       adjustments   column 2      adjustments
Liability)
                                                                                                          - Any
                                                                                                          earmarked
                                                                                                          asset
                                                                                                          collateral MV
                                                                                                          for the
                                                                                                          liabilities
Notes or Preferred Stock  + Discounted MV of reinvested assets                              + Outstanding + Amount in   +
(Pari Passu to Rated                                                                        liability     column 2      Outstanding
Liability)                                                                                                              liability
                                                                                            +accrued      - Any         + accrued
                                                                                            interest and  earmarked     interest and
                                                                                            fees          asset         fees
                                                                                                          collateral MV
                                                                                                          for the
                                                                                                          liabilities
Notes or Preferred Stock  + Discounted MV of reinvested assets                              + Outstanding + Amount in   No
(Senior to Rated                                                                            liability     column 2      adjustments
Liability)
                                                                                            +accrued      - Any
                                                                                            interest and  earmarked
                                                                                            fees          asset
                                                                                                          collateral MV
                                                                                                          for the
                                                                                                          liabilities;
                                                                                                          if no
                                                                                                          earmarked
                                                                                                          collateral,
                                                                                                          then - column
                                                                                                          3
Bank Credit Facilities    + Discounted MV of reinvested assets                              + Outstanding + Amount in   No
                                                                                            liability     column 2      adjustments
                                                                                            + accrued     - Any
                                                                                            interest and  earmarked
                                                                                            fees          asset
                                                                                                          collateral MV
                                                                                                          for the
                                                                                                          liabilities;
                                                                                                          if no
                                                                                                          earmarked
                                                                                                          collateral,
                                                                                                          then - column
                                                                                                          3
ABCP Conduit Financing    + Discounted MV of reinvested assets                              + Outstanding + Amount in   No
Facilities                                                                                  liability     column 2      adjustments
                                                                                            +accrued      - Any
                                                                                            interest and  earmarked
                                                                                            fees          asset
                                                                                                          collateral MV
                                                                                                          for the
                                                                                                          liabilities;
                                                                                                          if no
                                                                                                          earmarked
                                                                                                          collateral,
                                                                                                          then - column
                                                                                                          3
Reverse Repurchase        + Discounted MV of reinvested assets                              + Outstanding + Amount in   No
Agreements                                                                                  liability     column 2      adjustments
                                                                                            + accrued     - Any
                                                                                            interest and  earmarked
                                                                                            fees          asset
                                                                                                          collateral MV
                                                                                                          for the
                                                                                                          liabilities;
Floating Rate             + Discounted MV of reinvested assets                              + Note        + Amount in   No
Certificates of Tender                                                                      liability;    column 2      adjustments
Option Bonds (TOB) -                                                                        +accrued
corresponding to any                                                                        interest and
inverse floaters                                                                            fees
(residuals) held by the
fund
                          + Discounted MV of bond in TOB subject to an additional 10%                     - Bond
                          haircut                                                                         collateral MV
                                                                                                          held in TOB
                                                                                                          trust
Securities Lending        + Discounted MV of securities lent                                + Liability   + Amount in   No
                                                                                            due upon      column 2      adjustments
                                                                                            return of
                                                                                            securities
                          + Discounted MV of collateral held for securities lent                          - Amount in
                                                                                                          column 3
Security Rolls (e.g.      + Discounted MF of referenced assets                              + Liability   + Amount in   No
Mortgage Dollar Rolls)                                                                      due on        column 2      adjustments
                                                                                            settlement
                                                                                            date
                                                                                                          - Amount in
                                                                                                          column 3
Futures and Forwards,     + Discounted MV of referenced assets                              + Liability   + Amount in   No
Long (includes                                                                              due on        column 2      adjustments
eurodollar, euribor and                                                                     settlement
UK 90                                                                                       date
day futures, "Money
Market Futures")
                          + Discounted MV of collateral held                                              - Amount in
                                                                                                          column 3
Futures and Forwards,     + Amount receivable on settlement date                            + Referenced  + Amount in   No
Short (includes money                                                                       asset MV      column 2      adjustments
market futures)[a]                                                                          multiplied by
                                                                                            1 + [1 -
                                                                                            (1/DF)]
                          + Discounted MV of collateral held                                              - Amount in
                                                                                                          column 3
Securities Sold Short[a]  + Discounted MV of reinvested assets                              + MV of       + Amount in   No
                                                                                            Securities    column 2      adjustments
                                                                                            Sold Short
                                                                                            multiplied by
                                                                                            1 + [1 -
                                                                                            (1/DF)]
                          + Discounted MV of collateral held                                              - Amount in
                                                                                                          column 3
Interest Rate Swaps       + Discounted value of (swap notional {plus-minus} MV of fixed-    + Swap        + Amount in   No
(Long, Receive Fixed and  rate leg)                                                         notional      column 2      adjustments
Pay Floating)
                                                                                                          - Amount in
                                                                                                          column 3
Interest Rate Swaps       + Swap notional                                                   + Swap        + Amount in   No
(Short, Receive Floating                                                                    Notional      column 2      adjustments
and Pay Fixed)                                                                              {plus-minus}
                                                                                            1 + [1 -
                                                                                            (1 /DF)]      - Amount in
                                                                                                          column 3
Total Return Swaps (Long) + Discounted referenced assets MV                                 + (Referenced + Amount in   No
                                                                                            asset MV -    column 2      adjustments
                                                                                            equity stake
                                                                                            or collateral
                                                                                            put up)
                                                                                                          - Amount in
                                                                                                          column 3
Credit Default Swaps      + Discounted (CDS notional {plus-minus} MV)                       + CDS         + Amount in   No
(Long Credit, Protection                                                                    notional      column 2      adjustments
Seller)
                          + Discounted MV of assets' reinvested proceeds or assets                        - Amount in
                          segregated as a result of entering into the position (such as                   column 3
                          received upfront fee and any collateral held)

**
||
**




<15>
--------------------------------------------------------------------------
|TREATMENT OF FUND LIABILITIES FOR FITCH OC TEST CALCULATIONS (CONTINUED)|
--------------------------------------------------------------------------
*--------------------------------------------------
||FITCH OC TESTS FOR RATED DEBT OR PREFERRED STOCK|
*--------------------------------------------------
*---------------------------------------
||FITCH TOTAL OC TEST|FITCH NET OC TEST|
*---------------------------------------


COLUMN 1                                        COLUMN 2                                           COLUMN 3    COLUMN 4  COLUMN 5
                                                                                                             
TREATMENT OF NONRATED LIABILITIES IN FUND'S     NUMERATOR                                          DENOMINATOR NUMERATOR DENOMINATOR
CAPITAL STRUCTURE
Credit Default Swaps (Short Credit, Protection  + Lower of 0 or (CDS MV - present value of future  No          + Amount  No
Buyer)                                          payments)                                          adjustments in column adjustments
                                                                                                               2
Deferred Swaps                                  Same as active swaps                               Same as     Same as   Same as
                                                                                                   active      active    active
                                                                                                   swaps       swaps     swaps
Put Options (Purchased)                         + Max 0, (Strike price - Reference Asset MV x [1 + No          + Amount  No
                                                (1 - (1/DF))]                                      adjustments in column adjustments
                                                                                                               2
Call Options (Purchased)                        + Max 0, (Reference Asset MV/ DF) - Strike Price   No          + Amount  No
                                                                                                   adjustments in column adjustments
                                                                                                               2
Put Options (Written)                           + Min 0, (Reference Asset MV/ DF) - Strike Price   No          + Amount  No
                                                                                                   adjustments in column adjustments
                                                                                                               2
Call Options (Written)                          + Min 0, (Strike price - Reference Asset MV x [1 + No          + Amount  No
                                                (1 - (1/DF))]                                      adjustments in column adjustments
                                                                                                               2
Any On- and Off-Balance Sheet Liabilities Not   Case-by-case basis                                 Case-by-    Case-by-  Case-by-
Addressed Above                                                                                    case basis  case      case basis
                                                                                                               basis
[


]


aFitch considers naked short selling as a form of leverage.
Naked short selling is economically similar to a short
future or forward
contract, except the asset value recovered on the date of
unwind/call is unknown in advance because it is driven by
the value of the
reinvested assets on that date. Whereas in a short
future or forward contract, the value received
on date of contract expiration is
known in advance. As a general matter, Fitch
will evaluate the use of naked short selling
on a case-by-case basis, paying particular
attention to issuer and industry concentration
added by the positions in the context of the
overall portfolio. Note: derivative
positions that are used to hedge portfolio
assets should first be netted before
determining any net long or short derivative
exposure. Treatment for any net derivative
exposure (an amount not used to hedge or
offset other derivatives or portfolio assets) is
described in the table above. Appropriate
DFs from the Fitch DFs table on pages 7-8
apply where noted. Derivatives referencing money
market indices, such as the three-month
LIBOR rate, three-month Euribor rate, and
the UK 90-day rate would
utilize a DF of 1.01.






<16>ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS.
PLEASE   READ   THESE  LIMITATIONS  AND  DISCLAIMERS  BY  FOLLOWING  THIS  LINK:
HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS
.. IN ADDITION, RATING  DEFINITIONS  AND  THE  TERMS  OF  USE OF SUCH RATINGS ARE
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RATINGS, CRITERIA, AND  METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES.
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Copyright  {copyright}  2011  by  Fitch,  Inc.,  Fitch  Ratings  Ltd.   and  its
subsidiaries. One State Street Plaza, NY, NY 10004.Telephone:
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information it receives from  issuers  and  underwriters  and from other sources
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The information in this report is provided "as is" without any representation or
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