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, 2014,
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, 2014.

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, 2015

EX-99.77Q1 OTHR EXHB

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

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

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

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

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

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

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

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

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

      4.9   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 Chief
Compliance Officer shall also require the vote or consent of a majority of the
Independent Trustees and otherwise be in accordance with Rule 38a-1.  Except to
the extent expressly provided in a written agreement with the Trust, no Trustee,
officer, or advisory board member resigning, and no officer or advisory board
member removed shall have any right to any compensation for any period following
his or her resignation or removal, or any right to damages on account of such
removal.

                                   Article 6.
                                    Vacancies

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

                                   Article 7.
                          Shares of Beneficial Interest

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

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

                                   Article 8.
                     Record Date and Closing Transfer Books

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

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

                                   Article 10.
                               Execution of Papers

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

                                   Article 11.
                                   Fiscal Year

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

                                   Article 12.
                          Shares of Beneficial Interest

      The Trust has an unlimited number of common shares, without par value,
which may be issued from time to time by the Trustees of the Trust.  The Trust
also has a class of  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 dateYear1999Day20Month7lstransJuly 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, dateYear1999Day26Month7lstransJuly 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
dateYear1987Day22Month1lstransJanuary 22, 1987 of the Trust, as amended by
Amendment No. 1 dated dateYear1989Day4Month8lstransAugust 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,
dateYear1999Day26Month7lstransJuly 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.





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