EX-99.77B ACCT LTTR

             Report of Independent Registered Public Accounting Firm


To the Shareholders and Board of Trustees of
MFS Intermediate High Income Fund

In  planning  and  performing  our  audit  of  the  financial  statements of MFS
Intermediate High Income Fund (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  Intermediate  High Income Fund 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

                                  BY-TITLELAWS

                                       OF

                        MFS INTERMEDIATE HIGH INCOME FUND



       Section 1.  Agreement and Declaration of Trust and Principal Office

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

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

                            Section 2.  Shareholders

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


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

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

      (b)  The matters proposed by shareholders to be considered and brought
before any annual or special meeting of shareholders shall be limited to only
such matters, including the nomination and election of Trustees, as shall be
brought properly before such meeting in compliance with the procedures set forth
in this Section 2.2.  Only persons who are nominated in accordance with the
procedures set forth in this Section 2.2 shall be eligible for election as
Trustees, and no proposal to fix the number of Trustees shall be brought before
an annual or special meeting of shareholders or otherwise considered unless in
accordance with the procedures set forth in this Section 2.2.

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

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

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

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

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

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

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

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

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

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

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

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

      2.6   Proxies.  Shareholders entitled to vote may vote either in person or
by proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the secretary or other person
responsible to record the proceedings of the meeting before being voted.  Unless
otherwise specifically limited by their terms, such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting.  The placing of a
shareholder's name on a proxy pursuant to telephonic or electronically
transmitted instructions obtained pursuant to procedures reasonably designed to
verify that such instructions have been authorized by such shareholder shall
constitute execution of such proxy by or on behalf of such shareholder.

                               Section 3.  Trustees

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

      In addition, the Trustees may appoint a Dividend  Committee  of  not  less
than three persons, who may (but need not) be Trustees.

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

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

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

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

                         Section 4.  Officers and Agents

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

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

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

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

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

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

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

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

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

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

                      Section 5.  Resignations and Removals

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

                              Section 6.  Vacancies

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

                    Section 7.  Shares of Beneficial Interest

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

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


               Section 8.  Record Date and Closing Transfer Books

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



                                Section 9.  Seal

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

                        Section 10.  Execution of Papers

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

                            Section 11.  Fiscal Year

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

                             Section 12.  Amendments

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




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