EX-99

Item 85B

Additional Information About Errors and Omissions Policy

While no claims with respect to the Registrant/Series were filed
under such policy during the period, requests under such policy
for reimbursement of legal expenses and costs arising out of
claims of market timing activity in the Putnam Funds have been
submitted by the investment manager of the Registrant/Series.

EX-99

Item 77L

New Accounting Pronouncement

In June 2006, the Financial Accounting Standards Board (FASB)
issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes (the Interpretation).  The Interpretation prescribes
a minimum threshold for financial statement recognition of the
benefit of a tax position taken or expected to be taken by a
filer in the filers tax return.  Upon adoption, the
Interpretation did not have a material effect on the funds
financial statements.  However, the conclusions regarding the
Interpretation may be subject to review and adjustment at a later
date based on factors including, but not limited to, further
implementation guidance expected from the FASB, and on-going
analysis of tax laws, regulations and interpretations thereof.

In September 2006, the FASB issued Statement of Financial
Accounting Standards No. 157, Fair Value Measurements (the
Standard).  The Standard defines fair value, sets out a framework
for measuring fair value and expands disclosures about fair value
measurements.  The Standard applies to fair value measurements
already required or permitted by existing standards.  The
Standard is effective for fiscal years beginning after November
15, 2007 and interim periods within those fiscal years. Putnam
Management does not believe the adoption of the Standard will
impact the amounts reported in the financial statements; however,
additional disclosures will be required about the inputs used to
develop the measurements of fair value.

In March 2008, Statement of Financial Accounting Standards No.
161, Disclosures about Derivative Instruments and Hedging
Activities (SFAS 161) - an amendment of FASB Statement No. 133
(SFAS 133), was issued and is effective for fiscal years
beginning after November 15, 2008. SFAS 161 requires enhanced
disclosures about how and why an entity uses derivative
instruments and how derivative instruments affect an entitys
financial position. Putnam Management is currently evaluating the
impact the adoption of SFAS 161 will have on the Funds' financial
statement disclosures.

EX-99

December 12, 2007 special meeting of shareholders

A proposal to approve an agreement and plan of merger with Putnam
High Yield Municipal
Trust and authorization, creation and issuance was approved as
follows:

Common shares

Votes for    23,228,606
Votes withheld  949,930
Abstentions     578,556


Preferred shares

Votes for         1,661
Votes withheld       36
Abstentions          25


A proposal to approve a two-for-one stock split of Series C
Remarketed Preferred shares was
approved as follows:

Remarketed preferred shares Series A

Votes for            522
Votes withheld         6
Abstentions           17

Remarketed preferred shares Series B

Votes for            515
Votes withheld        30
Abstentions            5

Remarketed preferred shares Series C

Votes for             627
Votes withheld          0
Abstentions             0

EX-99

77M: 	High Yield Municipal Trust was merged into Managed
Municipal Income Trust on February 19, 2008, following
Trustee and shareholder approval. The N-14 was filed
9/12/2007; the N-8F has yet to be filed in respect of
the acquired fund.

EX-99

Exhibit (2)
BYLAWS
OF
PUTNAM MANAGED MUNICIPAL INCOME TRUST
(as amended through February 15, 2008)
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
      1.1	Agreement and Declaration of Trust.  These Bylaws shall
be subject to the Agreement and Declaration of Trust, as from
time to time in effect (the Declaration of Trust), of the
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 Boston, Massachusetts.
ARTICLE 2
Meetings of Trustees
      2.1	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.
      2.2	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 Chairman of the Trustees, the
President or the Treasurer or by two or more Trustees, sufficient
notice thereof being given to each Trustee by the Clerk or an
Assistant Clerk or by the officer or the Trustees calling the
meeting.
      2.3	Notice of Special Meetings.  It shall be sufficient
notice to a Trustee of a special meeting 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 special 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.
      2.4	Quorum.  At any meeting of the Trustees a majority of
the Trustees then in office shall constitute a quorum.  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.
      2.5	Notice of Certain Actions by Consent.  If in accordance
with the provisions of the Declaration of Trust any action is
taken by the Trustees by written consent of less than all of the
Trustees, then prompt notice of any such action shall be
furnished to each Trustee who did not execute such written
consent, provided that the effectiveness of such action shall not
be impaired by any delay or failure to furnish such notice.
ARTICLE 3
Officers
      3.1	Enumeration; Qualification.  The officers of the Trust
shall be a President, a Treasurer, a Clerk and such other
officers, if any, as the Trustees from time to time may in their
discretion elect.  The Trust may also have such agents as the
Trustees from time to time may in their discretion appoint. In
addition, there shall be a Chairman of the Trustees, who will be
considered an officer of the Trustees and not of the Trust.  The
Chairman of the Trustees and the President shall be a Trustee and
may but need not be a shareholder; and any other officer may but
need not be a Trustee or a shareholder.  Any two or more offices
may be held by the same person.  A Trustee may but need not be a
shareholder.
      3.2	Election.  The Chairman of the Trustees, the President;
the Treasurer and the Clerk shall be elected by the Trustees upon
the occurrence of any vacancy in any such office.  Other
officers, if any, may be elected or appointed by the Trustees at
any time. Vacancies in any such other office may be filled at any
time.
      3.3	Tenure.  The Chairman of the Trustees, the President,
the Treasurer and the Clerk shall hold office in each case until
he or she dies, resigns, is removed or becomes disqualified.
Each other officer shall hold office and each agent shall retain
authority at the pleasure of the Trustees.
      3.4	Powers.  Subject to the other provisions of these
Bylaws, each officer shall have, in addition to the duties and
powers herein and in the Declaration of Trust set forth, such
duties and powers as are commonly incident to the office occupied
by him or her 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.
      3.5	Chairman.  Unless the Trustees otherwise provide, the
Chairman of the Trustees or, if there is none or in the absence
of the Chairman of the Trustees, the President shall preside at
all meetings of the Shareholders and of the Trustees. The
Chairman of the Trustees shall have such other duties and powers
relating to the operations of the Trustees as the Trustees may
from time to time designate, but shall have no individual
authority to act for the Trust as an officer of the Trust.
      3.6	President.  Unless the Trustees otherwise provide, the
President shall be the chief executive officer of the Trust.
      3.7	Treasurer.  Unless the Trustees shall provide
otherwise, the Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the
provisions of the Declaration of Trust and to any arrangement
made by the Trustees with a custodian, investment adviser or
manager, or transfer, shareholder servicing or similar agent, be
in charge of the valuable papers, books of account and accounting
records of the Trust, and shall have such other duties and powers
as may be designated from time to time by the Trustees or by the
President.
      The chief accounting officer of the Trust shall be elected
by the Trustees and shall have tenure as provided in Section 3.3
of these Bylaws.
      3.8	Clerk.  The Clerk shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which
books or a copy thereof shall be kept at the principal office of
the Trust.  In the absence of the Clerk from any meeting of the
shareholders or Trustees, an Assistant Clerk, or if there be none
or if he or she is absent, a temporary Clerk chosen at such
meeting shall record the proceedings thereof in the aforesaid
books.
      3.9	Resignations and Removals.  Any Trustee or officer may
resign at any time by written instrument signed by him or her and
delivered to the Chairman of the Trustees, the President or the
Clerk or to a meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at some
other time.  The Trustees may remove any officer elected by them
with or without cause.  Except to the extent expressly provided
in a written agreement with the Trust, no Trustee or officer
resigning and no officer 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 4
Committees
      4.1	Quorum; Voting.  A majority of the members of any
Committee of the Trustees shall constitute a quorum for the
transaction of business, and any action of such a Committee may
be taken at a meeting by a vote of a majority of the members
present (a quorum being present) or evidenced by one or more
writings signed by such a majority.  Members of a Committee may
participate in a meeting of such Committee by means of a
conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time and participation by such means shall
constitute presence in person at a meeting.
ARTICLE 5
Reports
      5.1	General.  The Trustees and officers shall render
reports at the time and in the manner required by the Declaration
of Trust or any applicable law.  Officers and Committees shall
render such additional reports as they may deem desirable or as
may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
      6.1	General.  Except as from time to time otherwise
provided by the Trustees, the initial fiscal year of the Trust
shall end on such date as is determined in advance or in arrears
by the Treasurer, and subsequent fiscal years shall end on such
date in subsequent years.


ARTICLE 7
Seal
      7.1	General.  The seal of the Trust shall consist of a
flat-faced 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 8
Execution of Papers
      8.1	General.  Except as the Trustees may generally or in
particular cases authorize the execution thereof in some other
manner, all deeds, leases, contracts, notes and other obligations
made by the Trustees shall be signed by the President, Vice
Chairman, a Vice President or the Treasurer and need not bear the
seal of the Trust.
ARTICLE 9
Issuance of Shares and Share Certificates
      9.1	Sale of Shares.  Except as otherwise determined by the
Trustees, the Trust will issue and sell for cash or securities
from time to time, full and fractional shares of its shares of
beneficial interest, such shares to be issued and sold at a price
of not less than the par value per share, if any, and not less
than the net asset value per share, if any, as from time to time
determined in accordance with the Declaration of Trust and these
Bylaws and, in the case of fractional shares, at a proportionate
reduction in such price.  In the case of shares sold for
securities, such securities shall be valued in accordance with
the provisions for determining the value of the assets of the
Trust as stated in the Declaration of Trust and these Bylaws. The
officers of the Trust are severally authorized to take all such
actions as may be necessary or desirable to carry out this
Section 9.1.
      9.2	Share Certificates.  In lieu of issuing certificates
for shares, the Trustees or the transfer agent may either issue
receipts therefor or may keep accounts upon the books of the
Trust for the record holders of such shares, who shall in either
case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such
certificates and shall be held to have expressly assented and
agreed to the terms hereof.
      The Trustees may at any time authorize the issuance of share
certificates.  In that event, each shareholder shall be entitled
to a certificate stating the number of shares owned by him, in
such form as shall be prescribed from time to time by the
Trustees.  Such certificate shall be signed by the President or a
Vice President and by the Treasurer or an Assistant Treasurer.
Such signatures may be facsimile if the certificate is signed by
a transfer agent or by a registrar.  In case any officer who has
signed or whose facsimile signature has been placed on such
certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the
same effect as if he were such officer at the time of its issue.
      9.3	Loss of Certificates.  The transfer agent of the Trust,
with the approval of any two officers of the Trust, is authorized
to issue and countersign replacement certificates for the shares
of the Trust which have been lost, stolen or destroyed upon (i)
receipt of an affidavit or affidavits of loss or non-receipt and
of an indemnity agreement executed by the registered holder or
his legal representative and supported by an open penalty surety
bond, said agreement and said bond in all cases to be in form and
content satisfactory to and approved by the President or the
Treasurer, or (ii) receipt of such other documents as may be
approved by the Trustees.
      9.4	Issuance of New Certificate to Pledgee.  A pledgee of
shares transferred as collateral security shall be entitled to a
new certificate if the instrument of transfer substantially
describes the debt or duty that is intended to be secured
thereby. Such new certificate shall express on its face that it
is held as collateral security, and the name of the pledgor shall
be stated thereon, who alone shall be liable as a shareholder and
entitled to vote thereon.
      9.5	Discontinuance of Issuance of Certificates.  The
Trustees may at any time discontinue 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.
ARTICLE 10
Provisions Relating to the Conduct of the Trusts Business
      10.1	Certain Definitions.  When used herein the following
words shall have the following meanings: Distributor shall mean
any one or more corporations, firms or associations which have
distributors or principal underwriters contracts in effect with
the Trust.  Manager shall mean any corporation, firm or
association which may at the time have an advisory or management
contract with the Trust.
      10.2	Limitations on Dealings with Officers or Trustees.  The
Trust will not lend any of its assets to the Distributor or
Manager or to any officer or director of the Distributor or
Manager or any officer or Trustee of the Trust, and shall not
permit any officer or Trustee of the Trust or any officer or
director of the Distributor or Manager to deal for or on behalf
of the Trust with himself or herself as principal or agent, or
with any partnership, association or corporation in which he or
she has a financial interest; provided that the foregoing
provisions shall not prevent (a) officers and Trustees of the
Trust or officers and directors of the Distributor or Manager
from buying, holding or selling shares in the Trust or from being
partners, officers or directors or otherwise financially
interested in the Distributor or the Manager; (b) purchases or
sales of securities or other property if such transaction is
permitted by or is exempt or exempted from the provisions of the
Investment Company Act of 1940 or any Rule or Regulation
thereunder, all as amended from time to time, and if such
transaction does not involve any commission or profit to any
security dealer who is, or one or more of whose partners,
shareholders, officers or directors is, an officer or Trustee of
the Trust or an officer or director of the Distributor or
Manager; (c) employment of legal counsel, registrar, transfer
agent, shareholder servicing agent, dividend disbursing agent or
custodian who is, or has a partner, shareholder, officer or
director who is, an officer or Trustee of the Trust or an officer
or director of the Distributor or Manager; and (d) sharing
statistical, research, legal and management expenses and office
hire and expenses with any other investment company in which an
officer or Trustee of the Trust or an officer or director of the
Distributor or Manager is an officer or director or otherwise
financially interested.
      10.3	Securities and Cash of the Trust to be held by
Custodian Subject to Certain Terms and Conditions.
      (a)	All securities and cash owned by the Trust shall
be held by or deposited with one or more banks or trust
companies having (according to its last published report)
not less than $1,000,000 aggregate capital, surplus and
undivided profits (any such bank or trust company being
hereby designated as Custodian), provided such a Custodian
can be found ready and willing to act; subject to such
rules, regulations and orders, if any, as the Securities and
Exchange Commission may adopt, the Trust may, or may permit
any Custodian to, deposit all or any part of the securities
owned by the Trust in a system for the central handling of
securities pursuant to which all securities of any
particular class or series of any issue deposited within the
system may be transferred or pledged by bookkeeping entry,
without physical delivery.  The Custodian may appoint,
subject to the approval of the Trustees, one or more
subcustodians.
      (b)	The Trust shall enter into a written contract with
each Custodian regarding the powers, duties and compensation
of such Custodian with respect to the cash and securities of
the Trust held by such Custodian.  Said contract and all
amendments thereto shall be approved by the Trustees.
      (c)	The Trust shall upon the resignation or inability
to serve of any Custodian or upon change of any Custodian:
      (i)	in case of such resignation or inability to
serve, use its best efforts to obtain a successor
Custodian;
      (ii)	require that the cash and securities owned by
the Trust be delivered directly to the successor
Custodian; and
      (iii)	in the event that no successor Custodian
can be found, submit to the shareholders, before
permitting delivery of the cash and securities owned by
the Trust otherwise than to a successor Custodian, the
question whether the Trust shall be liquidated or shall
function without a Custodian.
      10.4	Reports to Shareholders.  The Trust shall send to each
shareholder of record at least semi-annually a statement of the
condition of the Trust and of the results of its operations,
containing all information required by applicable laws or
regulations.
      10.5	Valuation of Assets.  In valuing the portfolio
investments of the Trust, securities for which market quotations
are readily available shall be valued at prices which, in the
opinion of the Trustees or the person designated by the Trustees
to make the determination, most nearly represent the market value
of such securities, and other securities and assets shall be
valued at their fair value as determined by or pursuant to the
direction of the Trustees, which in the case of debt obligations,
commercial paper and repurchase agreements may, but need not, be
on the basis of yields for securities of comparable maturity,
quality and type, or on the basis of amortized cost.  Expenses
and liabilities of the Trust shall be accrued each day.
Liabilities may include such reserves for taxes, estimated
accrued expenses and contingencies as the Trustees or their
designates may in their sole discretion deem fair and reasonable
under the circumstances. No accruals shall be made in respect of
taxes on unrealized appreciation of securities owned unless the
Trustees shall otherwise determine.
ARTICLE 11
Shareholders
      11.1	Annual Meeting.  The annual meeting of the shareholders
of the Trust shall be held on the last Friday in April in each
year or on such other day as may be fixed by the Trustees.  The
meeting shall be held at such time as the Chairman of the
Trustees or the Trustees may fix in the notice of the meeting or
otherwise.  Purposes for which an annual meeting is to be held,
additional to those prescribed by law or these Bylaws, may be
specified by the Chairman of the Trustees or by the Trustees.
      11.2	Record Dates.  For the purpose of determining the
shareholders of any series or class of shares of the Trust who
are entitled to vote or act at any meeting or any adjournment
thereof, or who are entitled to receive payment of any dividend
or of any other distribution, the Trustees may from time to time
fix a time, which shall be not more than 90 days before the date
of any meeting of shareholders or more than 60 days before the
date of payment of any dividend or of any other distribution, as
the record date for determining the shareholders of such series
or class having the right to notice of 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
such purposes close the register or transfer books for all or
part of such period.
      11.3	Proxies.  The placing of a shareholders name on a proxy
pursuant to telephone 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 12
Amendments to the Bylaws
	12.1	General.  These Bylaws 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.




PUTNAM MANAGED MUNICIPAL INCOME TRUST
Amendment No. 1 to Amended and Restated Bylaws Statement
creating four series of Remarketed
Preferred Shares
     WHEREAS, Section 1 of Article III of the Amended and Restated
Agreement and Declaration of Trust dated February 3, 1989 of Putnam
Managed Municipal Income Trust (the Declaration of Trust), a copy of
which is on file in the Office of the Secretary of The Commonwealth of
Massachusetts, provides that the Trustees may, without shareholder
approval, authorize one or more classes of shares (which classes may
be divided into two or more series) shares of each such class or
series having such preferences, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions
of redemption, as the Trustees may determine and as shall be set
forth in the By-laws;
     WHEREAS, pursuant to authority expressly vested in the Board of
Trustees of the Trust by Section 1 of Article III of the Declaration
of Trust, the Board of Trustees has authorized, in addition to that
Trusts common shares, a
afreraart.pf


class of 4,000 preferred shares of which 1,750 shares are now to be
issued divided into two series of 550 shares each and one series of
650 shares of its authorized preferred shares, without par value,
liquidation preference $100,000 per share plus accumulated but unpaid
dividends, if any thereon (whether or not earned or declared) plus the
premium, if any, resulting from the designation of a Premium Call
Period, designated respectively:  Remarketed Preferred Shares, Series
A; Remarketed Preferred Shares, Series B; and Remarketed Preferred
Shares, Series C; and
      WHEREAS, pursuant to authority expressly vested in the Board of
Trustees of the Trust by Section 1 of Article III of the Declaration
of Trust, the Board of Trustees has also authorized the issuance of a
series of 4,000 shares of its authorized preferred shares, without
par value, liquidation preference $100,000 per share, designated
Remarketed Preferred Shares, Series I;
      NOW, THEREFORE, the Amended and Restated By-laws of Putnam
Managed Municipal Income Trust are hereby amended as follows:
1.	ARTICLE 12 shall be redesignated as ARTICLE 13.
2.	A new ARTICLE 12 shall be added as follows:
- -2-


          ARTICLE 12 Shares of Beneficial Interest 12.  The Trust
has an unlimited number of Common Shares, without par value, which may
be issued from time to time by the Board of Trustees of the Trust.
12.1  Statement Creating Three Series of Remarketed
Preferred Shares.
  PART I. DESIGNATION SERIES A:  A series of 550 shares of preferred
shares, without par value, liquidation preference $100,000 per share
plus accumulated but unpaid dividends, if any thereon (whether or not
earned or declared) plus the premium, if any, resulting from the
designation of a Premium Call Period, is hereby designated Remarketed
Preferred Shares, Series A. Each share of Remarketed Preferred
Shares, Series A shall be issued on a date to be determined by the
Board of Trustees of the Trust or a duly authorized committee
thereof; have an Initial Dividend Rate for its Initial Dividend
Period equal to 6.35% per annum; have an Initial Dividend Payment Date
(as herein defined) to be determined by the Board of Trustees of the
Trust or a duly authorized committee thereof; be redeemed (unless such
share shall have been otherwise redeemed pursuant to paragraph 4 of
Part I of this Section 12.1 or exchanged prior thereto for a share of
Remarketed Preferred
- -3-


Stock, Series I, pursuant to paragraph 12 o-f Part I of this Section
12.1 by the Trust on a date to be determined by the Board of Trustees
of the Trust or a duly authorized committee thereof) at a redemption
price of $100,000 per share plus accumulated but unpaid dividends to
the date fixed for redemption (whether or not earned or declared)
plus the premium, if any, resulting from the designation of a Premium
Call Period; and have such other preferences, limitations and relative
voting rights, in addition to those required by applicable law or set
forth in the Trusts Declaration of Trust applicable to preferred
shares of the Trust, as are set forth in Part I and Part II of this
Section 12.1.  The Remarketed Preferred Shares, Series A shall
constitute a separate series of preferred shares of the Trust, and
each share of Remarketed Preferred Shares, Series A shall be
identical except as provided in paragraph 4 of this Part I of this
Section 12.1.
      SERIES B:  A series of 550 shares of preferred shares, without
par value, liquidation preference $100,000 per share plus accumulated
but unpaid dividends, if any thereon (whether or not earned or
declared) plus the premium, if any, resulting from the designation of
a Premium Call Period, is hereby designated Remarketed Preferred
Shares, Series B. Each share of Remarketed Preferred Shares, Series B
shall be issued on a date to be determined by the Board of Trustees of
- -4-


the Trust or a duly authorized committee thereof; have an Initial
Dividend Rate for its Initial Dividend Period equal to 6.40% per
annum; have an Initial Dividend Payment Date (as herein defined) to be
determined by the Board of Trustees of the Trust or a duly authorized
committee thereof; be redeemed (unless such share shall have been
otherwise redeemed pursuant to paragraph 4 of Part I of this Section
12.1 or exchanged prior thereto for a share of Remarketed Preferred
Stock, Series I, pursuant to paragraph 12 of Part I of this Section
12.1 by the Trust on a date to be determined by the Board of Trustees
of the Trust or a duly authorized committee thereof) at a redemption
price of $100,000 per share plus accumulated but unpaid dividends to
the date fixed for redemption (whether or not earned or declared)
plus the premium, if any, resulting from the designation of a Premium
Call Period; and have such other preferences, limitations and
relative voting rights, in addition to those required by applicable
law or set forth in the Trusts Declaration of Trust applicable to
preferred shares of the Trust, as are set forth in Part I and Part II
of this Section 12.1.  The Remarketed Preferred Shares, Series B
shall constitute a separate series of preferred shares of the Trust,
and each share of Remarketed Preferred Shares, Series B shall be
identical except as provided in paragraph 4 of this Part I of this
Section 12.1.
- -5-


      SERIES C:  A series of 650 shares of preferred shares, without
par value, liquidation preference 100,000 per share plus accumulated
but unpaid dividends, if any thereon (whether or not earned or
declared) plus the premium, if any, resulting from the designation of
a Premium Call Period, is hereby designated Remarketed Preferred
Shares, Series C. Each share of Remarketed Preferred Shares, Series C
shall be issued on a date to be determined by the Board of Trustees of
the Trust or a duly authorized committee thereof; have an Initial
Dividend Rate for its Initial Dividend Period equal to 6.30% per
annum; have an Initial Dividend Payment Date (as herein defined) to be
determined by the Board of Trustees of the Trust or a duly authorized
committee thereof? be redeemed (unless such share shall have been
otherwise redeemed pursuant to paragraph 4 of Part I of this Section
12.1 or exchanged prior thereto for a share of Remarketed Preferred
Stock, Series I, pursuant to paragraph 12 of Part I of this Section
12.1 by the Trust on a date to be determined by the Board of Trustees
of the Trust or a duly authorized committee thereof) at a redemption
price of $100,000 per share plus accumulated but unpaid dividends to
the date fixed for redemption (whether or not earned or declared)
plus the premium, if any, resulting from the designation of a Premium
Call Period; and have such other preferences, limitations and relative
voting rights, in addition to those required by
- -6-


applicable law or set forth in the Trusts Declaration of Trust
applicable to preferred shares of the Trust, as are set forth in Part
I and Part II of this Section 12.1.  The Remarketed Preferred Shares,
Series C shall constitute a separate series of preferred shares of
the Trust, and each share of Remarketed Preferred Shares, Series C
shall be identical except as provided in paragraph 4 of this Part I of
this Section 12.1.
      1.   Definitions.  Unless the context or use indicates another
or different meaning or intent, in this Section 12.1 the following
terms have the following meanings, whether used in the singular or
plural:
      M Composite Commercial Paper Rate, on any date, means (i) the
Interest Equivalent of the rate on commercial paper placed for the
number of days specified in the succeeding sentence on behalf of
issuers whose corporate bonds are rated AA by S&P and Aa by Moodys,
or the equivalent of such rating by such rating agency or by another
nationally recognized statistical rating organization, as such rate
is made available by the Federal Reserve Bank of New York on a
discount basis or otherwise for the Business Day immediately
preceding such date, or (ii) if the Federal Reserve Bank of New York
does not make available such a rate, then the arithmetic average of
the Interest Equivalent of such rates on commercial paper placed on
behalf of such
- -7-


issuers, as quoted on a discount basis or otherwise by the Commercial
Paper Dealers to the Remarketing Agents for the close of business on
the Business Day immediately preceding such date.  In respect of any
Dividend Period of 7 or 28 days (determined without regard to any
adjustment in the remarketing schedule in respect of non-Business
Days, as provided herein), the AA Composite Commercial Paper Rate
shall be the Interest Equivalent of the 60-day rate.  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
Dealers or, if none of the Commercial Paper Dealers quotes such a
rate, by any Substitute Commercial Paper Dealer or Dealers selected by
the Trust to provide such rate or rates not being supplied by any
Commercial Paper Dealer.
      Accountants Confirmation has the meaning set forth in paragraph
8(f) of this Part I.
      Agent Member means a designated member of the Securities
Depository that will maintain records for a Beneficial Owner of one
or more shares of RP that has identified such Agent Member in its
Master Purchasers Letter and that will be authorized and instructed
to disclose
- -8-


information to any Remarketing Agent and/or the Paying Agent with
respect to such Beneficial Owner.
      Applicable Dividend Rate means, with respect to the Initial
Dividend Period the rate of dividend per annum established by the
Board of Trustees and, for each subsequent Dividend Period, means the
rate of dividend per annum that (i) except for a Dividend Period
commencing during a Non-Payment Period, will be equal to the lower of
the rate of dividend per annum that the Remarketing Agent advises
results on the Dividend Reset Date preceding the first day of such
Dividend Period from implementation of the remarketing procedures set
forth in Part II hereof and the Maximum Dividend Rate or (ii) for
each Dividend Period commencing during a Non-Payment Period, will be
equal to the Non-Payment Period Rate.
    Applicable Percentage has the meaning set forth under Maximum
Dividend Rate below.
      Authorized Newspaper means a newspaper of general circulation in
the English language generally published on Business Days in The
City of New York.
      Beneficial Owner means a person that has signed a Master
Purchasers Letter and is listed as the beneficial owner of one or
more shares of RP in the records of the Paying Agent or, with respect
to any share of RP not registered in the name of the Securities
Depository on the
- -9-


share transfer books of the Trust, the person in whose name such
share is so registered.
      Board of Trustees means the Board of Trustees of the Trust.
      Business Day means a day on which the New York Stock Exchange,
Inc. is open for trading, and which is not a day on which banks in The
City of New York are authorized or obligated 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 Merrill Lynch, Pierce, Fenner &
Smith Incorporated and such other commercial paper dealer or dealers
as the Trust may from time to time appoint, or, in lieu of any
thereof, their respective affiliates or successors.
      Common Shares means the common shares, without par value, of
the Trust.
      Date of Original Issue means, with respect to any share of RP,
the date on which the Trust originally issues such share.
      Declaration of Trust means the Amended and Restated Agreement
and Declaration of Trust dated February 3, 1989 of
- -10-


the Trust on file with the Secretary of State of The
Commonwealth of Massachusetts.
      Deposit Securities means cash and Municipal Securities rated at
least A-1+ or SP-1+ by S&P.
      Discounted Value means (i) with respect to an S&P Eligible
Asset, the quotient of the Market Value thereof divided by the
applicable S&P Discount Factor and (ii) with respect to a Moodys
Eligible Asset, the quotient of the Market Value thereof divided by
the applicable Moodys Discount Factor; provided that the Discounted
Value of such Eligible Asset shall never be greater than the face
value of such Eligible Asset.
      Dividend Coverage Amount, as of any Valuation Date, means, with
respect to each share of RP, (i) the aggregate amount of dividends
that will accumulate on such share of RP to (but not including) the
Business Day following the first Dividend Reset Date for such share
that follows such Valuation Date; less (ii) the combined value of
Deposit Securities irrevocably deposited for the payment of dividends
on such share of RP.
      Dividend Coverage Assets, as of any Valuation Date, means, with
respect to each share of RP, Deposit Securities with maturity or
tender payment dates not later than the day preceding the Business
Day following the first Dividend Reset Date for such share that
follows such Valuation Date and
- -11-


having a value not less than the Dividend Coverage Amount with
respect to such share.
      Dividend Payment Date means, (i) with respect to any Special
Dividend Period of more than 91 but fewer than 3 65 days, the 92nd day
thereof, the 183rd day thereof, if any, the 274th day thereof, if any,
and the day after the last day thereof; (ii) with respect to any
Special Dividend period of 365 or more days, the third Wednesday of
each January, April, July and October therein and the day after the
last day thereof; and (iii) with respect to any other Dividend Period,
the day after the last day thereof; provided that, if any such date
shall not be a Business Day, the Dividend Payment Date shall be the
Business Day next succeeding such day.
      Dividend Period means with respect to any share of RP, the
Initial Dividend Period for such share and thereafter a period which
shall commence on each (but not the final) Dividend Payment Date for
such share (which, except during a Non-Payment Period, shall be a
Settlement Date for such share).  Each such subsequent Dividend
Period for such share will be comprised of, beginning with and
including the day upon which it commences, 7 consecutive days (in the
case of Remarketed Preferred Stock, Series C) ; 28 consecutive days
(in the case of Remarketed Preferred Stock, Series A and B); or in
the case of a Special Dividend Period, the number of consecutive days
as shall be specified by the Board of
- -12-


Trustees in accordance with the provisions set forth in paragraph
3(j) of this Part I at the time the Board of Trustees designates a
Special Dividend Period. Notwithstanding the foregoing, any adjustment
of the remarketing schedule by the Remarketing Agents which includes
an adjustment of a Settlement Date shall lengthen or shorten Dividend
Periods by causing them always to end on and include the day before
the Settlement Date as so adjusted.
Dividend Reset Date means any date on which the Remarketing Agents
(i) determine the Applicable Dividend Rate for the ensuing Dividend
Period, (ii) notify Holders, purchasers and tendering Holders of
shares of RP by telephone, telex or otherwise of the results of the
Remarketing and (iii) announce such Applicable Dividend Rate. Eligible
Asset means S&P Eligible Asset and/or Moodys Eligible Asset.
      Exchange Date has the meaning set forth in paragraph 12 of this
Part I.
      Exchange Event has the meaning set forth in paragraph 12 of
this Part I.
      Gross-up Dividend has the meaning set forth in paragraph
3(k) of this Part I.
      Holder means, with respect to any share of RP, the person whose
name appears on the share transfer books of the Trust as the
registered holder of such share.
- -13-


      Independent Accountant means 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.
      Initial Dividend Payment Date means with respect to any share of
RP, the Initial Dividend Payment Date specified with respect thereto
by the Board of Trustees or a duly authorized committee thereof.
      Initial Dividend Period means, with respect to any share of RP,
the period commencing on and including the Date of Original Issue of
such share and ending on the day prior to the Initial Dividend
Payment Date.
      Interest Equivalent means a yield on a 360-day basis of a
discount basis security which is equal to the yield on an
equivalent interest-bearing security.
      Market Value of any asset of the Trust means the market value
thereof determined by the Pricing Service.  The Market Value of any
asset shall include any interest accrued thereon.  The Pricing
Service shall value portfolio securities at the mean between the
quoted bid and asked price or the yield equivalent when quotations
are readily available.  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:
- -14-


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.  The pricing service may
employ electronic data processing techniques and/or a matrix system
to determine valuations.
      Master Purchasers Letter means a letter substantially in the form
of Exhibit A to this Section 12.1 of ARTICLE 12, or such other form
as may be acceptable to the Remarketing Agents, which is required to
be executed by each purchaser of shares of RP.
      Maximum Dividend Rate for any Dividend Period of 7 or 28 days at
any Dividend Reset Date shall apply to a dividend, and be the
Applicable Percentage of the applicable AA Composite Commercial Paper
Rate.  The Applicable Percentage on each Dividend Reset Date shall
vary with the lower of the credit rating or ratings assigned on such
date to the shares of RP by Moodys and S&P (or if Moodys or S&P or
both shall not make such rating available, the equivalent of either
or both of such ratings by a Substitute Rating Agency or two
Substitute Rating Agencies or, in the event that only one such rating
shall be available, such rating) as follows:
- -15-


Applicable
Percentage
ofAAComposite
	Credit Ratings		Commercial
Moody s	      S & P		Paper Rate
aa3 or higher	AA- or higher	110%
a3 to al        A- to A+	12 5%
baa3 to baal	BBB- to BBB+	150%
below baa3	Below BBB-	200%
      The Maximum Dividend Rate for any Special Dividend Period
will be a fixed or variable rate determined from time to time by
formula or other means as designated by the Board of Trustees in
respect of such Dividend Period.
      The Remarketing Agents shall round each applicable Maximum
Dividend Rate to the nearest one-thousandth (0.001) of one
percent per annum, with any such number ending in five ten-
thousandths (0.0005) of one percent being rounded upwards to the
nearest one-thousandth (0.001) of one percent.  The Remarketing
Agents shall not round the AA Composite Commercial Paper Rate as
part of their calculation of any Maximum Dividend Rate.
      Minimum Liquidity Level has the meaning set forth in
paragraph 9 of this Part I.
      Moodys means Moodys Investors Service, Inc. or its
successors.
      Moodys Discount Factor means, for purposes of determining
the Discounted Value of any Moodys Eligible Asset, the
percentage determined by reference to the rating
- -16-


on such asset and the shortest Moodys Collateral Period
set forth opposite such rating that is the same length as
or is longer than the Moodys Exposure Period, in
accordance with the table set forth below:
Rating Category
Moodys  Collateral Period	Aaa*	Aa*	A*	Baa*
	Other**
7	weeks or less   		151%	159%	168%	202%
	229%
8	weeks  or  less but  greater  than seven weeks..	154
	164	173	205	235
9	weeks  or  less but  greater  than eight weeks..	158
	169	179	209	242
10	weeks  or less but  greater  than nine weeks..	161	175
	186	213	250
*	Moodys  rating.
**	Municipal Securities not rated by Moodys but rated BBB by
S&P.
     Notwithstanding the  foregoing,    (i)   the Moodys
Discount Factor  for short-term Municipal  Securities
will be  115%,   so long as such Municipal  Securities
are  rated at  least MIG-1, VMIG-1  or P-1 by Moodys and
mature  or have a demand feature at par exercisable  in
30  days  or  less  and   (ii)   no Moodys Discount
Factor will  be applied to cash.
      Moodys Eligible Asset  means  cash or a Municipal
Security that   (i)   pays  interest  in cash,    (ii)
is publicly rated Baa  or higher by Moodys  or,   if  not
rated by Moodys but rated by S&P,   is  rated  at  least
BBB by  S&P   (provided that,   for purposes  of
determining the Moodys Discount Factor applicable to any
such  S&P-rated Municipal  Security,   such Municipal
Security will be deemed to have  a Moodys  rating


which is one full rating category lower than its S&P rating), (iii)
does not have its Moodys rating suspended by Moodys; and (iv) is part
of an issue of Municipal Securities of at least $10,000,000.
Municipal Securities issued by any one issuer and rated BBB by S&P
may comprise no more than 4% of total Moodys Eligible Assets; such
BBB rated Municipal Securities, if any, together with any Municipal
Securities issued by the same issuer and rated Baa by Moodys, may
comprise no more than 6% of total Moodys Eligible Assets; such BBB
and Baa rated Municipal Securities, if any, together with any
Municipal Securities issued by the same issuer and rated A by Moodys,
may comprise no more than 10% of total Moodys Eligible Assets; and
such BBB, Baa and A rated Municipal Securities, if any, together with
any Municipal Securities issued by the same issuer and rated Aa by
Moodys, may comprise no more than 2 0% of total Moodys Eligible
Assets.  Municipal Securities issued by issuers located within a
single state or territory and rated BBB by S&P may comprise no more
than 12% of total Moodys Eligible Assets; such BBB rated Municipal
Securities, if any, together with any Municipal Securities issued by
issuers located within the same state or territory and rated Baa by
Moodys, may comprise no more than 20% of total Moodys Eligible
Assets; such BBB and Baa rated Municipal Securities, if any, together
with any Municipal Securities issued by issuers located
- -18-


within the same state or territory and rated A by Moodys, may
comprise no more than 40% of total Moodys Eligible Assets; and such
BBB, Baa and A rated Municipal securities, if any, together with any
Municipal Securities issued by issuers located within the same state
or territory and rated Aa by Moodys, may comprise no more than 60% of
total Moodys Eligible Assets.  Municipal Securities that are used by
the Trust as collateral pursuant to a repurchase agreement that
obligates the Trust to repurchase such Municipal Securities will only
constitute Moodys Eligible Assets if the long-term debt of the other
party to the repurchase agreement is rated at least Aa by Moodys and
such agreement has a term of 3 0 days or less; such Municipal
Securities shall be valued at the Discounted Value of such Municipal
Securities.  Municipal Securities acquired as collateral by the Trust
pursuant to a repurchase agreement that obligates the other party
thereto to repurchase such Municipal Securities will only constitute
a Moodys Eligible Asset if the long-term debt of such other party is
rated at least Aa by Moodys and such agreement has a term of 3 0 days
or less; such Municipal Securities shall be valued at the amount of
cash paid by the Trust pursuant to such repurchase agreement.
     Notwithstanding the foregoing, an asset will not be considered a
Moodys Eligible Asset if (i) it has been irrevocably deposited by the
Trust for the payment, in full
- -19-


or in part, of any of (i)(A) through (i)(F) as set forth in the
definition of RP Basic Maintenance Amount in this Section 12.1, or
(ii) it is subject to any material lien, mortgage, pledge, security
interest or security agreement of any kind (collectively, Liens),
except for (a) Liens the validity of which is being contested in good
faith by appropriate proceedings, (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 The Putnam Management Company, Inc., Putnam Investor
Services, Inc., the Paying Agent or any Remarketing Agent and (d) any
Lien by virtue of a repurchase agreement.
      Moodys Exposure Period means the period commencing on a given
Valuation Date and ending 63 days thereafter.
      Municipal Securities means municipal securities as described in
the Trusts Registration Statement on Form N-2 (File Nos. 33-26396 and
811-5740) on file with the Securities and Exchange Commission, as such
Registration Statement may be amended from time to time.
      194 0 Act means the Investment Company Act of 194 0, as amended
from time to time.
      1940 Act Cure Date, with respect to the failure by the Trust to
maintain the 1940 Act RP Asset Coverage (as required by paragraph 7
of this Part I) as of the last Business Day of
- -20-


each month, means the last Business Day of the following month.
      1940 Act RP Asset Coverage means asset coverage, as defined in
section 18(h) of the 1940 Act, of at least 200% with respect to all
outstanding senior securities of the Trust which are shares,
including all outstanding shares of RP and Other RP (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 of a closed-end investment company as a condition of paying
dividends on its common stock).
      Non-Call Period has the meaning described under Specific
Redemption Provisions below.
      Non-Payment Period means any period commencing on and including
the day on which the Trust shall fail to (i) declare, prior to 12:00
noon, New York City time, on any Dividend Payment Date for shares of
RP, for payment on or (to the extent permitted below) within three
Business Days after such Dividend Payment Date to the Holders of such
shares as of 12:00 noon, New York City time, on the Business Day
preceding such Dividend Payment Date, the full amount of any dividend
on such shares payable on such Dividend Payment Date or (ii) deposit,
irrevocably in trust, in same-day funds, with the Paying Agent by
12:00 noon, New York City time, (A) on or (to the extent permitted
below) within three
- -21-


Business Days after any Dividend Payment Date for any shares of RP
the full amount of any dividend on such shares (whether or not earned
or declared) payable on such Dividend Payment Date or (B) on or (to
the extent permitted below) within three Business Days after any
redemption date for any shares of RP called for redemption, the
redemption price of $100,000 per share plus the full amount of any
dividends thereon (whether or not earned or declared) accumulated but
unpaid to such redemption date, plus the premium, if any, resulting
from the designation of a Premium Call Period and ending on and
including the Business Day on which, by 12:00 noon, New York City
time, all unpaid dividends and unpaid redemption prices shall have
been so deposited or shall have otherwise been made available to
Holders in same-day funds, provided that, a Non-Payment Period shall
not end during the first seven days thereof unless the Trust shall
have given at least three days written notice to the Paying Agent,
the Remarketing Agents and the Securities Depository and thereafter
shall not end unless the Trust shall have given at least fourteen days
written notice to the Paying Agent, the Remarketing Agents, the
Securities Depository and all Beneficial Owners.  Any dividend on
shares of RP due on any Dividend Payment Date for such shares (if,
prior to 12:00 noon, New York City time, on such Dividend Payment
Date, the Trust has declared such dividend payable on or within three
- -22-


Business Days after such Dividend Payment Date to the Holders who held
such shares as of 12:00 noon, New York City time, on the Business Day
preceding such Dividend Payment Date) or redemption price with
respect to such shares not paid to such Holders when due may (if such
non-payment is not solely due to the willful failure of the Trust) be
paid pro rata to such Holders in the same form of funds by 12:00
noon, New York City time, on any of the first three Business Days
after such Dividend Payment Date or due date, as the case may be,
provided that, such amount is accompanied by a late charge calculated
for such period of non-payment as the Non-Payment Period Rate applied
to the amount of such non-payment based on the actual number of days
comprising such period divided by 3 65.
      Non-Payment Period Rate means initially, 200% of the applicable
AA Composite Commercial Paper Rate, provided that the Board of
Trustees shall have the authority to adjust, modify, alter or change
from time to time the initial Non-Payment Period Rate if the Board of
Trustees determines and the Rating Agencies advise the Trust in
writing that such adjustment, modification, alteration or change will
not adversely affect their then-current ratings on the RP.
      Notice of Redemption means any notice with respect to the
redemption of shares of RP pursuant to paragraph 4 of this Part I.
- -23-


      Other RP means the remarketed preferred shares of the Trust,
other than the RP, and includes the Serial RP.
      Paying Agent means Bankers Trust Company, or any successor
company or entity, which has entered into a Paying Agent Agreement
with the Trust to act for the Trust, among other things, as the
transfer agent, registrar, dividend and redemption price disbursing
agent, settlement agent and agent for certain notifications in
connection with the shares of RP in accordance with such agreement.
      Paying Agent Agreement means an agreement to be entered
into between the Trust and the Paying Agent.
      Preferred Shares means the preferred shares of the Trust, and
includes RP and Other RP.
      Premium Call Period has the meaning specified in Specific
Redemption Provisions, below.
      Pricing Service means Mellon Investdata Corp., or any successor
company or entity, or as designated from time to time by the Board of
Trustees.  Notwithstanding the foregoing, the Board of Trustees will
not designate a new Pricing Service unless the Trust has received a
written confirmation from Moodys and S&P that such action would not
impair the ratings then assigned by Moodys and S&P to shares of RP.
- -24-


      Quarterly Valuation Date means the last Business Day of each
fiscal quarter of the Trust in each fiscal year of the Trust,
commencing October 31, 1989.
      Remarketing means each periodic operation of the process for
remarketing shares of RP as described in Part II hereof.
      Remarketing Agents means Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Prudential-Bache Securities Inc. and any additional
or successor companies or entities which have entered into an
agreement with the Trust to follow the remarketing procedures for the
purpose of determining the Applicable Dividend Rate.
      RP means, as the case may be, Remarketed Preferred Shares,
Series A; Remarketed Preferred Shares, Series B; or Remarketed
Preferred Shares, Series C.
      RP Basic Maintenance Amount, as of any Valuation Date, means the
dollar amount equal to the sum of (i) (A) the product of the number of
shares of RP and Other RP outstanding on such date multiplied by
$100,000; (B) the aggregate amount of dividends that will have
accumulated (whether or nor earned or declared) for each share of RP
and Other RP outstanding in each case to (but not including) the next
Dividend Payment Date that follows such Valuation Date; (C) the
aggregate amount of dividends that would accumulate at the then
current Maximum Dividend Rate on any shares of RP
- -25-


and Other RP outstanding from the Business Days following such
respective Dividend Reset Dates through the 63rd day after such
Valuation Date, multiplied by the larger of factors (currently 246%)
determined from time to time by Moodys and S&P and designed to take
into account potential increases in dividend rates over such period
(except that if such Valuation Date occurs during a Non-Payment
Period, the dividend for purposes of calculation would accumulate at
the then current Non-Payment Period Rate); (D) the amount of
anticipated expenses of the Trust for the 90 days subsequent to such
Valuation Date; (E) the premium, if any, resulting from the
designation of a Premium Call Period and (F) any current liabilities
as of such Valuation Date to the extent not reflected in any of (i)(A)
through (i)(E) (including, without limitation, any current liabilities
relating to futures and options and any Gross-up Dividends which are
payable pursuant to paragraph 3(k) of this Part I with respect to the
RP and any analogous provision with respect to Other RP, and payables
for Municipal Securities purchased as of such Valuation Date) less
(ii) the sum of (A) receivables for Municipal Securities sold as of
such Valuation Date, provided that, for purposes of calculating RP
Basic Maintenance Amount in order to determine whether the Trust has
Moodys Eligible Assets with a Discounted Value that equals the Moodys
Basic Maintenance Amount, the party from
- -26-


which such receivable is due shall have long-term debt rated at least
A2 by Moodys and such receivable is due in 3 0 days or less and (B)
the value of any of the Trusts assets irrevocably deposited by the
Trust for the payment of any of (i)(A) through (i)(F).
      RP Basic Maintenance Cure Date, with respect to the failure by
the Trust to satisfy the RP Basic Maintenance Amount (as required by
paragraph 8(a) of this Part I) as of a given Valuation Date, means the
ninth Business Day following such Valuation Date.
      RP Basic Maintenance Report means a report signed by the
President, Treasurer or any Senior Vice President or Vice President of
the Trust which sets forth, as of the related Valuation Date, the
assets of the Trust, the Market Value and the Discounted Value thereof
(seriatim and in aggregate), and the RP Basic Maintenance Amount.
      S&P means Standard & Poors Corporation or its successors.
      S&P Discount Factor means, for purposes of determining the
Discounted Value of any S&P Eligible Asset, the percentage determined
by reference to the rating on such asset and the shortest S&P
Collateral Period set forth opposite such rating that is the same
length as or is longer than the S&P Exposure Period, in accordance
with the table set forth below:
- -27-


S&P Collateral Period
40 Business Days . . 22
Business Days . . 10
Business Days . . 7
Business Days . . 3
Business Days  . .


Rating Category
AAA*
AA*
A*
BBB*
190%
195%
210%
250%
170
175
190
230
155
160
175
215
150
155
170
210
130
135
150
190


* S&P rating.
      Notwithstanding the foregoing, (i) the S&P Discount Factor
for short-term Municipal Securities will be 115%, so long as
such Municipal Securities are rated A-1+ or SP-1+ by S&P and
mature or have a demand feature exercisable in 30 days or less,
or 125% if such Municipal Securities are not rated by S&P but
are rated VMIG-1, P-l or MIG-1 by Moodys; provided, however,
that if such Municipal Securities are backed by any letter of
credit, liquidity facility or guarantee from a bank or other
financial institution, such bank or institution must have a
short-term rating of at least A-1+ from S&P; and further
provided that such short-term Municipal Securities rated by
Moodys but not rated by S&P may comprise no more than 50% of
short-term Municipal Securities that qualify as S&P Eligible
Assets and (ii) no S&P Discount Factor will be applied to cash.
- -28-


S&P Eligible Asset means cash or a Municipal Security that (i) is
interest bearing and pays interest at least semiannually; (ii) is
payable with respect to principal and interest in United States
Dollars; (iii) is publicly rated BBB or higher by S&P or, if not
rated by S&P but rated by Moodys, is rated at least A by Moodys
(provided that, such Moodys-rated Municipal Securities will be
included in S&P Eligible Assets only to the extent the Market Value
of such Municipal Securities does not exceed 50% of the aggregate
Market Value of the S&P Eligible Assets; and further provided that,
for purposes of determining the S&P Discount Factor applicable to any
such Moodys-rated Municipal Security, such Municipal Security will be
deemed to have an S&P rating which is one full rating category lower
than its Moodys rating); (iv) is not subject to a covered call or
covered put option written by the Trust; (v) is not part of a private
placement of Municipal Securities; and (vi) is part of an issue of
Municipal Securities with an original issue size of at least $20
million or, if of an issue with an original issue size below $20
million (but in no event below $10 million), is issued by an issuer
with a total of at least $50 million of securities outstanding.
Notwithstanding the foregoing: (a)  Municipal Securities of any one
issuer or guarantor (excluding bond insurers) will be considered S&P
Eligible Assets only to the extent the Market Value
- -29-


of such Municipal Securities does not exceed 10% of the
aggregate Market Value of the S&P Eligible Assets, provided
that 2% is added to the applicable S&P Discount Factor for
every 1% by which the Market Value of such Municipal
Securities exceeds 5% of the aggregate Market Value of the
S&P Eligible Assets;
      (b)	Municipal Securities guaranteed or insured by any
one bond insurer will be considered S&P Eligible Assets only
to the extent the Market Value of such Municipal Securities
does not exceed 25% of the aggregate Market Value of the S&P
Eligible Assets; and
      (c)	Municipal Securities issued by issuers in any one
state or territory will be considered S&P Eligible Assets
only to the extent the Market Value of such Municipal
Securities does not exceed 20% of the aggregate Market Value
of the S&P Eligible Assets. S&P Exposure Period means the
maximum period of time following a Valuation Date that the
Trust has under this Section 12.1 to cure any failure to
maintain, as of such Valuation Date, the Discounted Value
for its portfolio at least equal to the RP Basic Maintenance
Amount (as described in paragraph 8(a) of this Part I) which
period of time is currently nine Business Days.
      Securities Depository means The Depository Trust Company or
any successor company or other entity selected by


the Trust as securities depository of the shares of RP that agrees to
follow the procedures required to be followed by such securities
depository in connection with the shares of RP.
      Serial RP means the Remarketed Preferred Shares, Series I, of
the Trust established pursuant to a statement establishing and
fixing the rights of such series as set forth in Section 12.2 of
these By-laws.
Service means the Internal Revenue Service.
      Settlement Date means the first Business Day after a Dividend
Reset Date applicable to a share of RP.
      7-day Dividend Period means a Dividend Period containing
seven days.
      Special Dividend Period means a Dividend Period established by
the Board of Trustees pursuant to paragraph 3(j) of this Part I.
      Specific Redemption Provisions means, with respect to a Special
Dividend Period of 365 or more days, either, or any combination of,
(i) a period (a Non-Call Period) determined by the Board of Trustees,
after consultation with the Remarketing Agents, during which the
shares of RP subject to such Dividend Period shall not be subject to
redemption at the option of the Trust and (ii) a period (a Premium
Call Period), consisting of a number of whole years and determined by
the Board of Trustees, after consultation with
- -31-


the Remarketing Agents, during each year of which the shares of RP
subject to such Dividend Period shall be redeemable at the Trusts
option at a price per share equal to $100,000 plus accumulated but
unpaid dividends plus a premium expressed as a percentage of
$100,000, as determined by the Board of Trustees after consultation
with the Remarketing Agents.
      Substitute Commercial Paper Dealers means such Substitute
Commercial Paper Dealer or Dealers as the Trust may from time to
time appoint or, in lieu of any thereof, their respective
affiliates or successors.
      Substitute Rating Agency and Substitute Rating Agencies mean a
nationally recognized statistical rating organization or two
nationally recognized statistical rating organizations, respectively,
selected by the Trust to act as the substitute rating agency or
substitute rating agencies, as the case may be, to determine the
credit ratings of the shares of RP.
Tender and Dividend Reset means the process pursuant to which shares
of RP may be tendered in a Remarketing or held and become subject to
the new Applicable Dividend Rate determined by the Remarketing Agents
in such Remarketing.
Tender Date means any date on which (i) each holder of shares of RP
must provide to the Remarketing Agents
- -32-


irrevocable telephonic notice of intent to tender shares in a
Remarketing and (ii) such Remarketing formally commences.
      Trust means Putnam Managed Municipal Income Trust, a
Massachusetts business trust.
      28-day Dividend Period means a Dividend Period containing
twenty-eight days.
      Valuation Date means, for purposes of determining whether the
Trust is maintaining the RP Basic Maintenance Amount and the
Minimum Liquidity Level, each Business Day.
      Voting Period has the meaning set forth in paragraph 6(b) of
this Part I.
      2.	Fractional Shares.  No fractional shares of RP shall be
issued.
      3.	Dividends.      (a)  The Holders as of 12:00 noon, New York
City time, on the applicable Dividend Payment Date, shall be entitled
to receive, when, as and if declared by the Board of Trustees, out of
funds legally available therefor, cumulative dividends, at the
Applicable Dividend Rate. Dividends on the shares of RP so declared
and payable shall be paid (i) in preference to and in priority over
any dividends declared and payable on the Common Shares, and (ii) to
the extent permitted under the Code and to the extent available and
in preference to and priority over any dividends declared and payable
on the Common Shares, out of tax-exempt income earned on the Trusts
investments, subject
- -33-


to the application of the alternative minimum tax provisions of
the Code.  Dividends on shares of RP will be designated as
exempt-interest dividends up to the amount of net tax-exempt
income of the Trust for purposes of Section 852 of the Code.
      (b)	Dividends on each share of RP shall accumulate from its
Date of Original Issue and will be payable, when, as and if
declared by the Board of Trustees, on each Dividend Payment Date
applicable to such share of RP.
      (c)	Each declared dividend shall be payable on the
applicable Dividend Payment Date to the Holder or Holders of
such shares of RP as set forth in paragraph 3(a).  Dividends on
any share of RP in arrears with respect to any past Dividend
Payment Date may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to the Holder of
such share as of a date not exceeding five Business Days
preceding the date of payment thereof as may be fixed by the
Board of Trustees.  Any dividend payment made on any share of RP
shall be first credited against the dividends accumulated but
unpaid (whether or not earned or declared) with respect to the
earliest Dividend Payment Date on which dividends were not paid.
      (d)	Neither Holders nor Beneficial Owners of shares of
RP shall be entitled to any dividends on the shares of RP,
whether payable in cash, property or stock, in excess of full
cumulative dividends thereon, except as set forth in
- -34-


paragraph 3(k) of this Part I.  Except as provided in paragraph
3(h) of this Part I, neither Holders nor Beneficial Owners of
shares of RP shall be entitled to any interest, or other
additional amount, on any dividend payment on any share of RP
which may be in arrears.
      (e)	Except as otherwise provided herein, the Applicable
Dividend Rate on each share of RP for each Dividend Period with
respect to such share shall be equal to the rate per annum that
results from implementation of the remarketing procedures
described in Part II hereof.
      (f)	The amount of declared dividends for each share of RP
payable on each Dividend Payment Date shall be computed by the
Trust by multiplying the Applicable Dividend Rate in effect with
respect to dividends payable on such share on such Dividend
Payment Date by a fraction the numerator of which shall be the
number of days such share was outstanding from and including its
Date of Original Issue or the preceding Dividend Payment Date,
as the case may be, to and including the last day of such
Dividend Period, and the denominator of which shall be 3 65, and
then multiplying the percentage so obtained by $100,000.
      (g)	No later than by 12:00 noon, New York City time, on
each Dividend Payment Date, the Trust shall deposit in same-
day funds with the Paying Agent the full amount of any
- -35-


dividend declared and payable on such Dividend Payment Date on any
share of RP.
      (h)  The Applicable Dividend Rate for each Dividend Period
commencing during a Non-Payment Period shall be equal to the Non-
Payment Period Rate; any share of RP for which a Special Dividend
Period would otherwise have commenced on the first day of a Non-
Payment Period shall have a 28-day Dividend Period (in the case of
Series A and B shares of RP) or a 7-day Dividend Period (in the case
of Series C shares of RP); and each Dividend Period for shares of RP
commencing after the first day of, and during, a Non-Payment Period
shall be a 28-day Dividend Period (in the case of Series A and B
shares of RP) or a 7-day Dividend Period (in the case of Series C
shares of RP).  Any amount of any dividend due on any Dividend Payment
Date for any shares of RP (if, prior to 12:00 noon, New York City
time, on such Dividend Payment Date, the Trust has declared such
dividend payable on or within three Business Days after such Dividend
Payment Date to the Holders of such shares of RP as of 12:00 noon,
New York City time, on the Business Day preceding such Dividend
Payment Date) or redemption price with respect to any shares of RP
not paid to such Holders when due but paid to such Holders in the
same form of funds by 12:00 noon, New York City time, on any of the
first three Business Days after such Dividend Payment Date or due
date, as the case may be, shall
- -36-


incur a late charge to be paid therewith to such Holders and
calculated for such period of non-payment at the Non-Payment Period
Rate applied to the amount of such non-payment based on the actual
number of days comprising such period divided by 365.  For the
purposes of the foregoing and paragraphs 3(g) and -4(g) of this Part
I, payment to a person in same-day funds on any Business Day at any
time shall be considered equivalent to payment to such person in New
York Clearing House (next-day) funds at the same time on the
preceding Business Day, and any payment made after 12:00 noon, New
York City time, on any Business Day shall be considered to have been
made instead in the same form of funds and to the same person before
12:00 noon, New York City time, on the next Business Day.
      (i)  Except during a Non-Payment Period, by 1:00 p.m. on the
Tender Date in the Remarketing at the end of the Initial Dividend
Period applicable to a share of RP, and by 1:00 p.m. on the Tender
Date in the Remarketing at the end of each subsequent Dividend Period
applicable to a share of RP, the Beneficial Owner of such share of RP
may elect to tender such share or hold such share for the next
Dividend Period.  If the Beneficial Owner of such share of RP elects
to hold such share, such Beneficial Owner shall hold such share of RP
for a 28-day Dividend Period (in the case of Series A and B shares of
RP) or a 7-day Dividend Period (in the case of
- -37-


Series C shares of RP) or a Special Dividend Period if the succeeding
Dividend Period with respect to such share has been designated by the
Board of Trustees as a Special Dividend Period provided that, if (i)
there are no Remarketing Agents, (ii) the Remarketing Agents are not
required to conduct a Remarketing or (iii) the Remarketing Agents are
unable to remarket in the Remarketing on the Dividend Reset Date
following such Tender Date all shares of RP tendered (or deemed
tendered) to them at a price of $100,000 per share, then the next
Dividend Period for all shares of RP shall be a 28-day Dividend
Period (in the case of Series A and B shares of RP) or a 7-day
Dividend Period (in the case of Series C shares of RP) and the
Applicable Dividend Rate therefor shall be the applicable Maximum
Dividend Rate.  If the Beneficial Owner of such share of RP fails to
elect to tender or hold such share by 1:00 p.m. on such Tender Date,
such Beneficial Owner shall continue to hold such share at the
Applicable Dividend Rate determined in such Remarketing for a Dividend
Period of the same type as the current Dividend Period for such
share; provided that, (i) if there are no Remarketing Agents, the
Remarketing Agents are not required to conduct a Remarketing or the
Remarketing Agents are unable to remarket in the Remarketing on the
Dividend Reset Date following such Tender Date all shares of RP
tendered (or deemed tendered) to them at a price
- -38-


of $100,000 per share, then the next Dividend Period for all shares
of RP shall be a 28-day Dividend Period (in the case of Series A and
B shares of RP) or a 7-day Dividend Period (in the case of Series C
shares of RP) and the Applicable Dividend Rate therefor shall be the
Maximum Applicable Rate for a 28-day Dividend Period or a 7-day
Dividend Period, as the case may be and (ii) if such current Dividend
Period is a Special Dividend Period or the succeeding Dividend Period
has been designated by the Board of Trustees as a Special Dividend
Period, then such Beneficial Owner is deemed to have elected to tender
the shares.  If the Remarketing Agents are unable to remarket in such
Remarketing all shares of RP subject to such Remarketing and tendered
(or deemed tendered) to them at a price of $100,000 per share, the
Beneficial Owners thereof shall hold such share at the applicable
Maximum Dividend Rate for 28-day Dividend Period (in the case of 7
Series A and B shares of RP) or a 7-day Dividend Period (in the case
of Series C shares of RP).  If a share of RP is tendered (or deemed
tendered) and purchased in a Remarketing, the next Dividend Period
for such share shall be a 28-day Dividend Period (in the case of
Series A and B shares of RP) or a 7-day Dividend Period (in the case
of Series c shares of RP) or a Special Dividend Period with respect
to such share, as the case may be, at the Applicable Dividend Rate
therefor, except that, if the Remarketing Agents are unable to
remarket
- -39-


in such Remarketing all shares of RP tendered (or deemed tendered) to
them at a price of $100,000 per share, no purchaser in such
Remarketing shall be permitted to acquire shares having a Special
Dividend Period and the next Dividend Period for such share shall be a
28-day Dividend Period (in the case of Series A and B shares of RP) or
a 7-day Dividend Period (in the case of Series C shares of RP) and
the Applicable Dividend Rate therefor shall be the applicable Maximum
Dividend Rate.
      (j)  The Board of Trustees may at any time designate a
subsequent Dividend Period as a Special Dividend Period with such
number of days as the Board of Trustees shall specify; provided that
(i) such number of days to be specified as a Special Dividend Period
shall be a multiple of 28 (in the case of Series A and B shares of
RP) or a multiple of 7 (in the case of Series C shares of RP) and the
number of days so specified must be such that the starting date and
the ending date for a Special Dividend Period or any subsequent
Dividend Periods for a Series shall not be the same as the starting
date and the ending date for any other Dividend Periods for any other
Series; (ii) written notice of any such designation, of the Maximum
Dividend Rate, and Specified Redemption Provisions, if any, in
respect thereof and of the consequences of failure to tender or to
elect to hold shares, must be given at least seven days prior to such
Tender Date
- -40-


to the Remarketing Agents, the Paying Agent, the Securities
Depository and the Beneficial Owners of shares of RP which are to be
subject to such Special Dividend Period; (iii) no Special Dividend
Period may commence for any share of RP during a Non-Payment Period
or if the Trust fails to maintain either the RP Basic Maintenance
Amount or the 1940 Act RP Asset Coverage and such failure is not
cured; (iv) if such Special Dividend Period contains 3 65 or more
days, the shares of RP subject to such Special Dividend Period shall
have an aggregate liquidation preference (exclusive of accumulated
but unpaid dividends and premium, if any) of at least $30,000,000 or
such greater or lesser amount as may be specified by the Board of
Trustees; (v) in respect of any Special Dividend Period, the Board of
Trustees shall also determine a Maximum Dividend Rate after
consultation with Remarketing Agents, which rate, as determined from
time to time by formula or other means, may be fixed or variable; and
(vi) in respect of any Special Dividend Period of 3 65 or more days,
the Board of Trustees, after consultation with the Remarketing
Agents, may establish Specific Redemption Provisions.
      On or before 5:00 p.m., New York City time, on the third
Business Day prior to the designation of a Special Dividend Period,
the Trust shall complete and deliver to S&P, on a pro forma basis, an
RP Basic Maintenance Report for such proposed
- -41-


Special Dividend Period, taking into account the proposed number of
days to be specified as a Special Dividend Period and the proposed
Maximum Dividend Rate to be determined with respect to such Special
Dividend Period.
      The existence or rescission of any Special Dividend Period shall
not affect any current Dividend Period or prevent the Board of
Trustees from establishing other Special Dividend Periods of similar
duration or in any way restrict the Maximum Dividend Rate or Specific
Redemption Provisions which may be designated in connection with any
other Special Dividend Period.
      If the Remarketing Agents are unable to remarket sufficient
shares of RP at the commencement of a Special Dividend Period to
satisfy the requirement described in clause (iv) of the preceding
paragraph, then the Dividend Period in respect of any share of RP
which otherwise would have been subject to such Special Dividend
Period shall be a 28-day Dividend Period (in the case of Series A and
B shares of RP) or a 7-day Dividend Period (in the case of Series C
shares of RP) and an Applicable Dividend Rate shall be set by the
Remarketing Agents in accordance with the remarketing procedures.
      (k)  If all or any part of the dividends on the shares of RP
determined by implementation of the remarketing procedures described
in Part II hereof is not designated by
- -42-


the Trust in good faith as an exempt-interest dividend within the
meaning of Section 852(b)(5) of the Code solely because the Trust
allocates capital gains or ordinary income to the shares of RP, (such
portion of the dividends on the shares of RP (other than any Gross-up
Dividends) that is not so designated is referred to herein as a
Nonqualifying Distribution), the Trust will, not later than 270 days
after the end of the Trusts fiscal year for which such designation is
made, provide notice thereof to the Paying Agent.  The Paying Agent
will mail a copy of such notice to each Qualified Investor (as
defined below) at the address specified in such Qualified Investors
Master Purchasers Letter as promptly as practicable after its receipt
of such notice from the Trust.  The Trust will, within 3 0 days after
such notice is given to the Paying Agent, pay to the Paying Agent (who
will then distribute to the Qualified Investors), out of funds legally
available therefor, an amount equal to the aggregate Gross-up
Dividends (as defined below) with respect to all Nonqualifying
Distributions made to Qualified Investors during the fiscal year in
question.  A Qualified Investor is a Beneficial Owner during such
fiscal year of a share or shares of RP to whom Nonqualifying
Distributions were made during such fiscal year.
     A Gross-up Dividend means payment to a Qualified Investor of
an amount which, when taken together with the
- -43-


aggregate Nonqualifying Distributions paid to such Qualified Investor
during the fiscal year in question, would cause such Qualified
Investors net yield in dollars for such fiscal year (after Federal
income tax consequences) from the aggregate of both the Nonqualifying
Distributions (determined without regard to the Gross-Up Dividend) and
the Gross-up Dividend to be equal to the net yield in dollars for
such fiscal year (after Federal income tax consequences) which would
have been received by such Qualified Investor if the amount of the
aggregate Nonqualifying Distributions had been so designated.  Such
Gross-up Dividend shall be calculated (i) without consideration being
given to the time value of money; (ii) assuming that no Qualified
Investor is subject to the alternative minimum tax with respect to
dividends received from the Trust; and (iii) assuming that each
Nonqualifying Distribution and Gross-Up Dividend (to the extent that
such Gross-up Dividend is not exempt from Federal income tax) would be
taxable in the hands of each Qualified Investor at the maximum
marginal corporate Federal income tax rate in effect during the fiscal
year in question.
     All such designations made by the Trust in good faith following
the end of each fiscal year of the Trust and all other determinations
made by the Trust in good faith with respect to dividends on the
shares of RP shall be binding and conclusive for all purposes of
determining the amount of
- -44-


Gross-up Dividends required to be made under this paragraph 3(k).
Notwithstanding anything to the contrary contained herein, no Gross-
up Dividends shall be required to be made under this paragraph 3(k)
if dividends on the shares of RP are not excludable from the gross
income of a Qualified Investor for any reason other than as
specifically provided above or if for any reason the Trust is
subsequently required to revise any such designations.
      4.   Redemption.  Shares of RP shall be redeemable by the
Trust as provided below:
      (a)  To the extent permitted under the 1940 Act and
Massachusetts law, upon giving a Notice of Redemption, the Trust at
its option may redeem shares of RP, in whole or in part, on the next
succeeding scheduled Dividend Payment Date applicable to those shares
of RP called for redemption, out of funds legally available therefor,
at a redemption price equal to $100,000 per share plus an amount equal
to dividends thereon (whether or not earned or declared) accumulated
but unpaid to the date fixed for redemption plus the premium, if any,
resulting from the designation of a Premium Call Period; provided
that, no share of RP shall be subject to redemption pursuant to this
paragraph 4(a) on any Dividend Payment Date during a Non-Call Period
to which it is subject.  The Trust may not give a Notice of
Redemption relating to an optional redemption as described in
paragraph 4(a) unless, at the time
- -45-


of giving such Notice of Redemption, the Trust has available Deposit
Securities with maturity or tender dates not later than the day
preceding the applicable redemption date and having a Discounted
Value not less than the amount due to Beneficial Owners by reason of
the redemption of their shares of RP on such redemption date.
      (b)  The Trust shall redeem, out of funds legally available
therefor, at a redemption price of $100,000 per share plus
accumulated but unpaid dividends (whether or not earned or declared)
to the date fixed by the Board of Trustees for redemption plus the
premium, if any, resulting from the designation of a Premium Call
Period, certain of the shares of RP to the extent permitted under the
1940 Act and Massachusetts law, if the Trust fails to maintain the RP
Basic Maintenance Amount or the 194 0 Act RP Asset Coverage and such
failure is not cured on or before the RP Basic Maintenance Cure Date
or the 1940 Act Cure Date (herein referred to respectively as the
Cure Date), as the case may be.  The number of shares of RP to be
redeemed shall be equal to the lesser of (i) the minimum number of
shares of RP the redemption of which, if deemed to have occurred
immediately prior to the opening of business on the Cure Date,
together with all other Preferred Shares subject to redemption or
retirement, would result in the satisfaction of the RP Basic
Maintenance Amount or the 194 0 Act Asset Coverage, as the
- -46-


case may be, on such Cure Date (provided that, if there is no such
minimum number of shares of RP and other Preferred Shares the
redemption of which would have such result, all shares of RP then
outstanding shall be redeemed), and (ii) the maximum number of shares
of RP, together with all other Preferred Shares subject to redemption
or retirement that can be redeemed out of funds expected to be legally
available therefor.  In determining the number of shares of RP
required to be redeemed in accordance with the foregoing, the Trust
shall allocate the number required to be redeemed to satisfy the RP
Basic Maintenance Amount or the 194 0 Act RP Asset Coverage, as the
case may be, pro rata among shares of RP, Other RP and other Preferred
Shares subject to redemption provisions similar to those contained in
this paragraph 4(b), except as set forth in Section 12.2 of these By-
laws.  The Trust shall effect such redemption not later than 45 days
after such Cure Date, except that if the Trust does not have funds
legally available for the redemption of all of the required number of
shares of RP and other Preferred Shares which are subject to
mandatory redemption or the Trust otherwise is unable to effect such
redemption on or prior to 45 days after such Cure Date, the Trust
shall redeem those shares of RP and other Preferred Shares which it
was unable to redeem on the earliest practicable date on which it is
able to effect such redemption.
- -47-


     Any share of RP shall be subject to mandatory redemption
regardless of whether such share is subject to a Non-Call Period
provided that shares of RP subject to a Non-Call Period will only be
subject to redemption to the extent that the other shares of RP are
not available to satisfy the number of shares required to be
redeemed.  In such event, such shares subject to a Non-Call Period
will be selected for redemption in an ascending order of outstanding
Non-Call Period (with shares with the lowest number of days remaining
in the period to be called first) and by lot in the event of equal
outstanding Non-Call Periods.
      (c)  Subject to paragraph 4(d) of this Part I, if fewer than all
the outstanding shares of RP are to be redeemed pursuant to this
paragraph 4, the number of shares of RP so to be redeemed shall be a
whole number of shares and shall be determined by the Board of
Trustees, and the Trust shall give a Notice of Redemption as provided
in paragraph 4(e) of this Section 12.1, provided that no share of RP
will be subject to optional redemption on any Dividend Payment Date
during a Non-Call Period to which it is subject and shares of RP
subject to a Non-Call Period will be subject to mandatory redemption
only on the basis described under Paragraph 4(b) of this Part I.
Unless certificates representing shares of RP are held by Holders
other than the Securities Depository or its nominee, the Securities
Depository upon receipt of
- -48-


such notice, shall determine by lot the number of shares of RP to
be redeemed from the account of each Agent Member (which may
include an Agent Member, including a Remarketing Agent, holding
shares for its own account) and notify the Paying Agent of such
determination.  The Paying Agent, upon receipt of such notice,
shall in turn determine by lot the number of shares of RP to be
redeemed from the accounts of the Beneficial Owners of the shares
of RP whose Agent Members have been selected by the Securities
Depository and give notice of such determination to the
Remarketing Agents.  In doing so, the Paying Agent may determine
that shares of RP shall be redeemed from the accounts of some
Beneficial Owners, which may include the Remarketing Agents,
without shares of RP being redeemed from the accounts of other
Beneficial Owners.
      (d)	Notwithstanding paragraph 4(c) of this Part I, if any
certificates representing shares of RP are held by Holders other
than the Securities Depository or its nominee, then the shares
of RP to be redeemed shall be selected by the Trust by lot.
      (e)	Any Notice of Redemption with respect to shares of RP
shall be given (A) in the case of a redemption pursuant to
paragraph 4(a) of this Part I, by the Trust to the Paying Agent,
the Securities Depository (and any other Holder) and the
Remarketing Agents by telephone, not later than 1:00 p.m.
- -49-


New York City time (and later confirmed in writing) on (i) the
Settlement Date in the case of a partial redemption of the shares of
RP, (ii) the Tender Date in the case of a redemption in whole of the
shares of RP or (iii) during a Non-Payment Period, the later of the
Dividend Payment Date or the seventh day prior to the earliest date
upon which any such redemption may occur and (B) in the case of a
mandatory redemption pursuant to paragraph 4(b) of this Part I, by
the Trust to the Paying Agent, the Securities Depository (and any
Holder) and the Remarketing Agents, by telephone, not later than 1:00
p.m., New York City time (and later confirmed in writing) on the
third Business Day preceding the redemption date established by the
Board of Trustees and specified in such notice.  In the case of a
partial redemption of the shares of RP, the Paying Agent shall use
its reasonable efforts to provide telephonic notice to each Beneficial
Owner of shares of RP called for redemption not later than the close
of business on the Business Day on which the Paying Agent determines
the shares to be redeemed, as described in paragraph 4(c) of this
Part I (or, if certificates are held by persons other than the
Securities Depository, not later than the close of business on the
Business Day immediately following the day on which the Paying Agent
receives a Notice of Redemption from the Trust).  Such telephonic
notice shall be confirmed in writing to the Remarketing Agents, the
- -50-


Securities Depository and to each Beneficial Owner of shares of RP
called for redemption not later than the close of business on the
Business Day immediately following the day on which the Paying Agent
determines the shares to be redeemed. In the case of a redemption in
whole of the shares of RP, the Paying Agent shall use its reasonable
efforts to provide telephonic notice to each Beneficial Owner of
shares of RP called for redemption not later than the close of
business on the Business Day immediately following the day on which
it receives a Notice of Redemption from the Trust.  Such telephonic
notice shall be confirmed promptly in writing to each Beneficial
Owner of shares of RP called for redemption, the Remarketing Agents
and the Securities Depository not later than the close of business on
the second Business Day following the day on which the Paying Agent
receives a Notice of Redemption.
      (f)  Every Notice of Redemption and other redemption notice
shall state:  (i) the redemption date; (ii) the number of shares of
RP to be redeemed; (iii) the redemption price; (iv) that dividends on
the shares of RP to be redeemed shall cease to accumulate as of such
redemption date; and (v) the provision of the Declaration of Trust or
the By-laws pursuant to which such shares are being redeemed.  In
addition, notice of redemption given to a Beneficial Owner shall
state the CUSIP number, if any, of the shares of RP to be redeemed
and
- -51-


the manner in which the Beneficial Owners of such shares may-obtain
payment of the redemption price.  No defect in the Notice of
Redemption or other redemption notice or in the transmittal or the
mailing thereof shall affect the validity of the redemption
proceedings, except as required by applicable law.  The Paying Agent
shall use its reasonable efforts to cause the publication of a
redemption notice in an Authorized Newspaper within two Business Days
of the date of the Notice of Redemption, but failure so to publish
such notification shall not affect the validity or effectiveness of
any such redemption proceedings.  Shares of RP the Beneficial Owners
of which shall have been given Notice of Redemption shall not be
subject to transfer outside of a Remarketing.
(g)  On any redemption date, the Trust shall deposit, irrevocably in
trust, in same-day funds, with the Paying Agent, by 12:00 noon, New
York City time, $100,000 for each share of RP called for redemption
plus an amount equal to dividends thereon accumulated but unpaid to
such redemption date (whether or not earned or declared) plus the
premium, if any, resulting from the designation of a Premium Call
Period. (h)  In connection with any redemption, upon the giving of a
Notice of Redemption and the deposit of the funds necessary for such
redemption with the Paying Agent in accordance with this paragraph 4,
all rights of the Holders
- -52-


and Beneficial Owners of shares of RP so called for redemption shall
cease and terminate, except the right of the Holders and Beneficial
Owners thereof to receive the redemption price thereof, inclusive of
an amount equal to dividends (whether or not earned or declared)
accumulated but unpaid to the redemption date plus the premium, if
any, resulting from the designation of a Premium Call Period, but
without any interest or other additional amount (except as provided
in paragraphs 3(h) and 3(k) of this Part I), and such shares shall no
longer be deemed outstanding for any purpose.  The Trust shall be
entitled to receive from the Paying Agent, promptly after the date
fixed for redemption, any cash deposited with the Paying Agent as
aforesaid in excess of the sum of (i) the aggregate redemption price
of the shares of RP called for redemption on such date and (ii) all'
other amounts to which Holders and Beneficial Owners of shares of RP
called for redemption 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.  Any funds so deposited with
the Paying Agent which are unclaimed at the end of ninety days from
such redemption date shall, to the extent permitted by law, be repaid
to the Trust, after which time the Holders and Beneficial Owners of
shares of RP so called for redemption shall look only to the Trust
for payment of the redemption
- -53-


price and all other amounts to which they may be entitled. If any such
unclaimed funds are repaid to the Trust, the Trust shall invest such
unclaimed funds in Deposit Securities with a maturity of no more than
one business day.
      (i)  To the extent that any redemption for which Notice of
Redemption has been given is not made by reason of the absence of
legally available funds therefor, such redemption shall be made as
soon as practicable to the extent such funds become available.
Failure to redeem shares of RP 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 funds with the Paying Agent pursuant to paragraph 4 (g) of
this Part I with respect to any shares for which such Notice of
Redemption has been given.  Notwithstanding the fact that the Trust
may not have redeemed shares of RP for which a Notice of Redemption
has been given, dividends may be declared and paid on shares of RP
and shall include those shares of RP for which a Notice of
Redemption has been given.
      (j)  Notwithstanding any of the foregoing provisions of this
paragraph 4, the Remarketing Agents may, in their sole discretion,
modify the procedures set forth above with respect to notification of
redemption, provided that, any such modification does not adversely
affect any Holder or any Beneficial Owner of shares of RP or
materially alter the
- -54-


obligations of the Paying Agent; and further provided that, the Trust
receives written confirmation from S&P that any such modification
would not impair the ratings then assigned by S&P to shares of RP.
      (k)  In effecting any redemption pursuant to this paragraph
4, the Trust shall use all reasonable efforts to satisfy all
applicable procedural conditions precedent to effecting such
redemption under the 194 0 Act and Massachusetts law.
      (1)  Notwithstanding the foregoing, (i) no share of RP may be
redeemed pursuant to paragraph 4(a) of this Part I unless the full
amount of accumulated but unpaid dividends to the date fixed for
redemption for each such share of RP called for redemption shall have
been declared, and (ii) no share of RP may be redeemed unless all
outstanding shares of RP are simultaneously redeemed, nor may any
shares of RP be purchased or otherwise acquired by the Trust except
in accordance with a purchase offer made on substantially equivalent
terms by the Trust for all outstanding shares of RP, unless, in each
such instance, dividends on all outstanding shares of RP through the
end of their most recently ended Dividend Period (or, if such
transaction is on a Dividend Payment Date, through the Dividend
Period ending on the day prior to such Dividend Payment Date) shall
have
- -55-


been paid or declared and sufficient funds for the payment thereof
deposited with the Paying Agent.
      (m)  Except as set forth in this paragraph 4 with respect to
redemptions and subject to paragraph 4(1) hereof, nothing contained
herein shall limit any legal right of the Trust or any affiliate to
purchase or otherwise acquire any share of RP at any price.  Any
shares of RP which have been redeemed, purchased or otherwise acquired
by the Trust or any affiliate thereof may be resold.  In lieu of
redeeming shares called for redemption, the Trust shall have the
right to arrange for other purchasers to purchase from Beneficial
Owners all shares of RP to be redeemed pursuant to this paragraph 4,
except those shares of RP to be redeemed pursuant to paragraph 4(b)
hereof, by their paying to such Beneficial Owners on or before the
close of business on the redemption date an amount equal to not less
than the redemption price payable by the Trust on the redemption of
such shares, and the obligation of the Trust to pay such redemption
price shall be satisfied and discharged to the extent such payment is
so made by such purchasers.  Prior to the purchase of such shares by
such purchasers, the Trust shall notify each purchaser that such
shares have been called for redemption.
      5.   Liquidation.  (a)  Upon a liquidation, dissolution or
winding up of the affairs of the Trust, whether voluntary
- -56-


or involuntary, the Holders shall be entitled, whether from capital
or surplus, before any assets of the Trust shall be distributed among
or paid over to holders of Common Shares or any other class or series
of shares of the Trust ranking junior to the RP as to liquidation
payments, to be paid the amount of $100,000 per share of RP, plus an
amount equal to all accumulated but unpaid dividends thereon (whether
or not earned or declared) plus the premium, if any, resulting from
the designation of a Premium Call Period to but excluding the date of
final distribution in same-day funds.  After any such payment, the
Holders and Beneficial Owners shall not be entitled to any further
participation in any distribution of assets of the Trust.
      (b)  If, upon any such liquidation, dissolution or winding up of
the Trust, the assets of the Trust shall be insufficient to make such
full payments to the Holders and the holders of any Preferred Shares
ranking as to liquidation, dissolution or winding up on a parity with
the RP (including the Other RP), then such assets shall be
distributed among the Holders and such parity holders ratably in
accordance with the respective amounts which would be payable on such
shares of RP and any other such Preferred Shares if all amounts
thereof were paid in full.
       (c)  Neither the consolidation nor the merger of the Trust with
or into any corporation or corporations nor a
- -57-


reorganization of the Trust alone nor the sale, lease or transfer by
the Trust of all or substantially all of its assets shall be deemed to
be a dissolution or liquidation of the Trust.
      6.  Voting Rights.  (a)  General.  Except as otherwise provided
in the Declaration of Trust or By-laws, each Holder of shares of RP
and each record holder of Common Shares shall be entitled to one vote
for each share held on each matter submitted to a vote of
shareholders of the Trust, and the holders of outstanding Preferred
Shares, including RP, and of Common Shares shall vote together as a
single class; provided that, at any meeting of the shareholders of
the Trust held for the election of trustees, the holders of Preferred
Shares, including RP, 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 capital shares of the
Trust, to elect two trustees of the Trust, each Preferred Share,
including RP, entitling the holder thereof to one vote.  Subject to
paragraph 6(b) hereof, the holders of outstanding Common Shares and
Preferred Shares, including RP, voting as a single class, shall elect
the balance of the trustees.
      (b)  Right to Elect Majority of Board of Trustees. During any
period in which any one or more of the conditions described below
shall exist (such period being referred to
- -58-


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, would constitute a majority of the
Board of Trustees as so increased by such smallest number; and the
holders of Preferred 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 capital shares 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: (i)  if at the close of business on any
Dividend Payment Date accumulated dividends (whether or not earned or
declared, and whether or not funds are then legally available in an
amount sufficient therefor) on the outstanding shares of RP 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 Paying Agent for the payment of such accumulated dividends;
or
      (ii)  if at any time holders of any other Preferred Shares
are entitled to elect a majority of the trustees of the Trust.
Upon the termination of a Voting Period, the voting rights
described in this paragraph 6(b) shall
- -59-


cease, subject always, however, to the revesting of such voting
rights in the Holders upon the further occurrence of any of the events
described in this paragraph 6(b). (c)  Other Actions.  So long as any
shares of RP are outstanding, the Trust shall not, without the
affirmative vote or consent of the Holders of at least a majority of
the shares of RP outstanding at the time, in person or by proxy,
either in writing or at a meeting (voting separately as one class):
(a) authorize, create or issue or increase or decrease the authorized
or issued amount of, any class or series of stock ranking prior to or
on a parity with the RP with respect to payment of dividends or the
distribution of assets on liquidation (other than the Serial RP and
the Other RP issued on the Date of Original Issue), or increase or
decrease the authorized amount of RP; (b) amend, alter or repeal the
provisions of the Declaration of Trust and the Bylaws, including this
Section 12.1, whether by merger, consolidation or otherwise, so as to
affect materially and adversely any preference, right or power of such
shares of RP or the Holders thereof; or (c) take any other action
which pursuant to Section 18(a)(2)(D) of the 1940 Act requires
approval by the Holders of a majority of the shares of RP outstanding
at the time; provided that, the issuance of not more than the 4,000
Preferred Shares presently authorized by this Section 12.1 and the
creation and issuance of the Serial
- -60-


RP, and of series of Preferred Shares ranking junior to the RP with
respect to payment of dividends and the distribution of assets on
liquidation, will not be deemed to affect such preferences, rights or
powers unless such issuance would at the time thereof, cause the Trust
not to satisfy the 1940 Act RP Asset Coverage or the RP Basic
Maintenance Amount.  To the extent permitted under the 1940 Act, the
Trust shall not take any action (including but not limited to those
set forth above in clauses (a) and (b) of this paragraph 6(c)) which
may adversely affect the rights of a Holder of shares of a series of
RP differently than a Holder of shares of another series of RP
without the affirmative vote or consent of the Holders of at least a
majority of the shares of RP of such potentially affected series
outstanding at the time, in person or by proxy, either in writing or
at a meeting (voting separately as a class).  To the extent that such
an action may affect the rights of Holders of shares of series of RP
in a substantially similar manner, the Holders of shares of such
series shall vote together as one class.  Notwithstanding the
foregoing, so long as any shares of RP are outstanding, the Trust
shall not take any action described in Sections 4, 5 or 6_ of Article
IX of the Declaration of Trust or amend the provisions of Section 1 of
Article IV, Sections 4, 5 or 6 of Article IX or the first sentence of
Section 9 of Article IX of the Declaration of Trust, without the
affirmative vote or
- -61-


consent of the Holders of at least two-thirds (or a majority if
permitted by Sections 4, 5 or 6 of Article IX of the Declaration of
Trust) of the shares of RP and of two-thirds (or a majority if
permitted by Sections 4, 5 or 6 of Article IX of the Declaration of
Trust) of the Common Shares outstanding at the time, in person or by
proxy, either in writing or at a meeting (each voting separately as a
class).
      The foregoing voting provisions shall not apply with respect to
shares of RP if, at or prior to the time when a vote is required,
such shares of RP shall have been (i) redeemed or (ii) called for
redemption and sufficient funds shall have been deposited in trust to
effect such redemption.
      The Board of Trustees may without the vote or consent of the
Holders of RP from time to time amend, alter or repeal any or all of
the definitions of the terms listed below, and any' such amendment,
alteration or repeal will not be deemed to affect the preferences,
rights or powers of shares of RP or the Holders thereof, provided the
Board of Trustees receives written confirmation from Moodys and S&P
that any such amendment, alteration or repeal would not impair the
ratings then assigned by Moodys and S&P to shares of RP:
Deposit Securities	1940 Act RP Asset Coverage
Discounted Value	Quarterly Valuation Date
Dividend Coverage Amount     RP Basic Maintenance Amount
- -62-


Dividend Coverage Assets	RP Basic Maintenance Cure Date
Market Value	RP Basic Maintenance Report
Minimum Liquidity Level	S&P Discount Factor
Moodys Discount Factor	S&P Eligible Asset
Moodys Eligible Asset	S&P Exposure Period
Moodys Exposure Period	Valuation Date
1940 Act Cure Date
(d)  Voting Procedures.  (i)  As soon as practicable after the accrual
of any right of the holders of shares of Preferred Shares to elect
additional trustees as described in paragraph 6(b) above, the Trust
shall notify the Paying Agent and the Paying 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 Paying Agent or if the Paying
Agent does not call such a special meeting, it may be called by any
such holder on like notice.  The record date for determining the
holders entitled to notice of and to vote at such special meeting
shall be the close of business on the fifth Business Day preceding the
day on which such notice is mailed.  At any such special meeting and
at each meeting held during a Voting Period, such holders, voting
together as a class (to the exclusion of the holders of all other
- -63-


      (iii)  The terms of office of all persons who are trustees of
the Trust at the time of a special meeting of Holders and holders of
other Preferred Shares to elect trustees shall continue,
notwithstanding the election at such meeting by the Holders and such
other holders of the number of trustees that they are entitled to
elect, and the persons so elected by the Holders and such other
holders, together with the two incumbent trustees elected by the
Holders and such other holders of Preferred Shares and the remaining
incumbent trustees elected by the holders of the Common Shares and
Preferred Shares, shall constitute the duly elected trustees of the
Trust.
      (iv)  Simultaneously with the expiration of a Voting Period, the
terms of office of the additional trustees elected by the Holders and
holders of other Preferred Shares pursuant to paragraph 6(b) above
shall terminate, the remaining trustees shall constitute the trustees
of the Trust and the voting rights of the Holders and such other
holders to elect additional trustees pursuant to paragraph 6(b) above
shall cease, subject to the provisions of the last sentence of
paragraph 6(b)(ii).
      (e)  Exclusive Remedy.  Unless otherwise required by law, the
Holders of shares of RP shall not have any relative . rights or
preferences or other special rights other than those specifically set
forth herein.  The Holders of shares
- -65-


of RP shall have no preemptive rights or rights to cumulative voting.
In the event that the Trust fails to pay any dividends on the shares
of RP, the exclusive remedy of the Holders shall be the right to vote
for trustees pursuant to the provisions of this paragraph 6.  In no
event shall the Holders of shares of RP have any right to sue for, or
bring a proceeding with respect to, such dividends or redemptions or
damages for the failure to receive the same.
      (f)  Notification to S&P.  In the event a vote of Holders of RP
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 S&P that such vote is
to be taken and the nature of the action with respect to which such
vote is to be taken.
      7.	1940 Act RP Asset Coverage.  The Trust shall maintain, as
of the last Business Day of each month in which any share of RP is
outstanding, the 194 0 Act RP Asset Coverage.
      8.	RP Basic Maintenance Amount.  (a)  The Trust shall maintain,
on each Valuation Date, and shall verify to its satisfaction that it
is maintaining on such Valuation Date,
(i) S&P Eligible Assets having an aggregate Discounted Value equal to
or greater than the RP Basic Maintenance Amount and
(ii) Moodys Eligible Assets having an aggregate Discounted
- -66-


securities and classes of capital shares of the Trust), shall be
entitled to elect the number of trustees prescribed in paragraph 6(b)
above on a one-vote-per-share basis.  At any such meeting or
adjournment thereof in the absence of a quorum, a majority of such
holders present in person or by proxy shall have the power to adjourn
the meeting without notice, other than an announcement at the
meeting, until a quorum is present.
      (ii)  For purposes of determining any rights of the Holders to
vote on any matter, whether such right is created by this Section
12.1, by the other provisions of the Declaration of Trust or the By-
laws, by statute or otherwise, no Holder shall be entitled to vote and
no share of RP 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, sufficient funds for the redemption of
such shares have been deposited in trust with the Paying Agent for
that purpose and the requisite Notice of Redemption with respect to
such shares shall have been given as provided in paragraph 4 of this
Part I.  No share of RP held by the Trust or any affiliate of the
Trust shall have any voting rights or be deemed to be outstanding for
voting purposes.
- -64-


Value equal to or greater than the RP Basic Maintenance Amount.
Upon any failure to maintain the required Discounted Value, the
Trust will use its best efforts to alter the composition of its
portfolio to reattain the RP Basic, Maintenance Amount on or
prior to the RP Basic Maintenance Cure Date.
      (b)	The Trust will deliver an RP Basic Maintenance Report
to the Remarketing Agents, the Paying Agent, Moodys and S&P as
of (i) the fifteenth day of each month (or, if such day is not a
Business Day, the next succeeding Business Day) and (ii) the
last Business Day of each month, in each case on or before 5:00
p.m., New York City time, on the third Business Day after such
day.
      (c)	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 RP Basic Maintenance Amount, the Trust
shall complete and deliver to the Remarketing Agents, the Paying
Agent, Moodys and S&P an RP Basic Maintenance Report as of the
date of such failure.
      (d)	On or before 5:00 p.m., New York City time, on the
third Business Day after a Valuation Date on which the Trust
cures any failure to satisfy the RP Basic Maintenance Amount,
the Trust shall complete and deliver to the Remarketing
Agents, the Paying Agent, Moodys and S&P an RP Basic
Maintenance Report as of the date of such cure.
- -67-


      (e)  An RP Basic Maintenance Report or an Accountants
Confirmation will be deemed to have been delivered to the Remarketing
Agents, the Paying Agent, Moodys and S&P if the Remarketing Agents,
the Paying Agent, Moodys and S&P receive a copy or telecopy, telex or
other electronic transcription thereof and on the same day the Trust
mails to the Remarketing Agents, the Paying Agent, Moodys and S&P for
delivery on the next Business Day the full RP Basic Maintenance
Report.  A failure by the Trust to deliver an RP Basic Maintenance
Report under subparagraph (b), (c) or (d) of this paragraph 8 shall be
deemed to be delivery of an RP Basic Maintenance Report indicating
that the Discounted Value for all assets of the Trust is less than the
RP Basic Maintenance Amount, as of the relevant Valuation Date.
      (f)  Within ten Business Days after the date of delivery to the
Remarketing Agents, the Paying Agent, S&P and Moodys of an RP Basic
Maintenance Report in accordance with paragraph 8(b) above relating
to a Quarterly Valuation Date, the Independent Accountant will
confirm in writing to the Remarketing Agents, the Paying Agent, S&P
and Moodys (i) the mathematical accuracy of the calculations
reflected in such Report (and in any other RP Basic Maintenance
Report, randomly selected by the Independent Accountant, that was
delivered by the Trust during the quarter ending on such Quarterly
Valuation Date); (ii) that, in such Report (and in
- -68-


such randomly selected Report), (a) the Trust determined in
accordance with this Section 12.1 whether the Trust had, at such
Quarterly Valuation Date (and at the Valuation Date addressed in such
randomly selected Report), S&P Eligible Assets of an aggregate
Discounted Value at least equal to the RP Basic Maintenance Amount and
Moodys Eligible Assets of an aggregate Discounted Value at least equal
to the RP Basic Maintenance Amount, (b) the aggregate amount of
Deposit Securities equals the Dividend Coverage Amount, and (c) the
Market Value of portfolio securities as determined by the Pricing
Service equals the mean between the quoted bid and asked price or the
yield equivalent (when quotations are readily available); and (iii)
the accuracy of the description of Eligible Assets as stated in the RP
Basic Maintenance Report (such confirmation is herein called the
Accountants Confirmation).
      (g)  Within ten Business Days after the date of delivery to the
Remarketing Agents, the Paying Agent, S&P and Moodys of an RP Basic
Maintenance Report in accordance with paragraph 8(c) above relating
to any Valuation Date on which the Trust failed to satisfy the RP
Basic Maintenance Amount, the Independent Accountant will provide to
the Remarketing Agents, the Paying Agent, S&P and Moodys an
Accountants Confirmation as to such RP Basic Maintenance Report.
- -69-


      (h)  Within ten Business Days after the date of delivery to the
Remarketing Agents, the Paying Agent, S&P and Moodys of an RP Basic
Maintenance Report in accordance with paragraph 8(d) above relating
to any Valuation Date on which the Trust cured any failure to satisfy
the RP Basic Maintenance Amount, the Independent Accountant will
provide to the Remarketing Agents, the Paying Agent, S&P and Moodys
an Accountants Confirmation as to such RP Basic Maintenance Report.
      (i)  If any Accountants Confirmation delivered pursuant to
subparagraph (f), (g) or (h) of this paragraph 8 shows that an error
was made in the RP Basic Maintenance Report for a particular
Valuation Date for which such Accountants Confirmation was required
to be delivered, or shows that a lower aggregate Discounted Value for
the aggregate of all S&P Eligible Assets or Moodys Eligible Assets,
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 RP Basic
Maintenance Report to the Remarketing Agents, the Paying Agent, S&P
and Moodys promptly following receipt by the Trust of such
Accountants Confirmation.
- -70-


      (j)  On or before 5:00 p.m., New York City time, on the first
Business Day after the Date of Original Issue of the shares of RP,
the Trust will complete and deliver to Moodys and S&P an RP Basic
Maintenance Report as of the close of business on such Date of
Original Issue.  Within five Business Days of such Date of Original
Issue, the Independent Accountant will provide to Moodys and S&P an
Accountants Confirmation as to such RP Basic Maintenance Report.
      9.	Minimum Liquidity Level.  The Trust shall be required to
have, as of each Valuation Date, Dividend Coverage Assets with
respect to each share of RP having a Discounted Value not less than
the Dividend Coverage Amount with respect to such share.
      10.	Restrictions on Certain Distributions.  For so long as any
share of RP is outstanding, (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 options, warrants or
rights to subscribe for or purchase, Common Shares or other shares,
if any, ranking junior to or on a parity with the shares of RP as to
dividends and upon liquidation) in respect of the Common Shares, RP
or any other shares of the Trust ranking junior to or on a parity
with the shares of RP as to dividends or upon liquidation, or call
for redemption, redeem, purchase or otherwise acquire for
consideration any Common Shares or any
- -71-


other such junior shares (except by conversion into or exchange for
shares of the Trust ranking junior to the shares of RP as to dividends
and upon liquidation), unless-(i) full cumulative dividends on shares
of RP and Other RP through their most recently ended respective
Dividend Periods (or, if such transaction is on a Dividend Payment
Date, through the Dividend Period ending on the day prior to such
Dividend Payment Date) shall have been paid or shall have been
declared and sufficient funds for the payment thereof deposited with
the Paying Agent and (ii) the Trust has redeemed the full number of
shares of RP and Other RP required to be redeemed by any provision
for mandatory redemption pertaining thereto, and (B) the Trust will
not declare, pay or set apart for payment any dividend or other
distribution (other than a dividend or distribution paid in shares
of, or options, warrants or rights to subscribe for or purchase,
Common Shares or other shares, if any, ranking junior to shares of RP
as to dividends and upon liquidation) in respect of Common Shares or
any other shares of the Trust ranking junior to or on a parity with
shares of RP as to dividends or upon liquidation, 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 RP as to dividends and upon liquidation),
- -72-


unless immediately after such transaction the Discounted Value of
the Trusts portfolio would at least equal the RP Basic
Maintenance Amount.
      11.	Notice.  All notices or communications, unless otherwise
specified in these By-laws, shall be sufficiently given if in writing
and delivered in person or mailed by first-class mail, postage
prepaid.  Notice shall be deemed given on the earlier of the date
received or the date seven days after which such notice is mailed.
      12.	Exchange Provisions.  (a) Upon the authorization of the
Board of Trustees based on (i) the receipt by the Trust of a ruling
from the Service to the effect that the payment of dividends on the
shares of Serial RP would not jeopardize the Trusts status as a
regulated investment company or
(ii) an opinion of legal counsel in form and substance satisfactory
to the Board of Trustees to the effect that the payment of dividends
on the shares of Serial RP would not jeopardize the Trusts status as
a regulated investment company and the affirmative vote or consent of
the Holders of at least a majority of the shares of each series of RP
outstanding at the time, in person or by proxy, either in writing or
at a meeting (each such series voting separately as a class) (in
either case, an Exchange Event), then, on the first Dividend Payment
Date for the RP which is at least 45 days after the occurrence of an
Exchange Event and as of
- -73-


which the conditions described below have been satisfied (the Exchange
Date), the RP will be exchanged on a share-for-share basis for Serial
RP.  Shares of RP will not be exchanged for shares of Serial RP
unless each of Moodys and S&P shall have provided on the Exchange
Date a rating on the Serial RP equivalent to the then-current rating
provided by such rating agency on the RP; provided that, if Moodys or
S&P shall not make such rating available, such exchange will take
place if (i) a Substitute Rating Agency or Agencies shall have
provided a rating equivalent to such then-current rating or ratings
on the Exchange Date and (ii) all shares of RP subject to such
exchange that were tendered (or deemed tendered) on the Tender Date
preceding such Exchange Date shall have been remarketed by the
Remarketing Agents on the related Dividend Reset Date at a price of
$100,000 per share. Holders of outstanding shares of RP will receive
one share of Serial RP for each share of RP held and exchanged by
them on the Exchange Date therefor.
      (b)  The Trust will cause the publication of an exchange notice
in an Authorized Newspaper, and cause the Paying Agent to mail an
exchange notice to each Holder of RP, not less than 10 nor more than
3 0 days prior to the Exchange Date therefor.  Such notice will state:
(i) the Exchange Date, (ii) that on such Exchange Date all shares of
RP will be exchanged automatically, and without any action or choice
on
- -74-


the part of the Holders thereof, on a share-for-share basis for
shares of Serial RP, (iii) that the Initial Dividend Period for the
Serial RP issuable in exchange for the shares of RP will be a 28-day
Dividend Period commencing on such Exchange Date, (iv) that dividends
on shares of RP will cease to accumulate on such Exchange Date and
(v) whether the Serial RP will be rated by Moodys and S&P or by a
Substitute Rating Agency or Substitute Rating Agencies.
      (c)  On the Exchange Date, shares of RP will cease to accumulate
dividends, will no longer be deemed outstanding, the rights of the
Holders of such shares (except the right to receive shares of Serial
RP, accumulated but unpaid dividends on their shares of RP to but
excluding the Exchange Date and any payments required by paragraphs
3(h) and 3(k) of Part I) will cease, and the person or persons
entitled to receive the Serial RP upon the exchange will be treated
for all purposes as the holder or holders of such Serial RP.
      13.  Certain Other Restrictions.  For so long as any shares
of RP are outstanding,
      (a)  the Trust will not, unless it has received written
confirmation from Moodys and S&P that any such action would not
impair the ratings then assigned by Moodys and S&P to shares of RP
engage in any one or more of the following transactions:
- -75-


      (i) borrow money if the RP Basic Maintenance Amount
would not be satisfied after giving effect to such
borrowing; or
      (ii) borrow, in the aggregate, money in excess of the
lesser of $10,000,000 or the product of the number of
shares of RP and Other RP outstanding multiplied by
$10,000 or 10% of the total assets of the Trust; or
      (iii) borrow any money except for the purpose of
clearing portfolio transactions; or
(iv)  lend portfolio securities;
      (b)	the Trust shall not buy or sell futures contracts or
write put or call options except in accordance with the
guidelines established and revised, from time to time, by each of
Moodys and S&P; and
      (c)	For purposes of Moodys and S&P rating of the shares of
RP, the Trust shall give to Moodys and S&P prompt written notice
of:  (i) any material change to the Declaration of Trust or
Article XII of the By-laws; (ii) any failure to declare or pay
any dividend on the shares of RP; (iii) any mandatory or optional
redemption of the shares of RP (iv) any assumption of control of
the Board of Trustees by the Holders of shares of RP pursuant to
Section 6(b); (v) in the event the Trust shall not be a party to
a pricing services agreement and dealer quotes on assets are not
available; (vi) in the event that the Applicable Dividend
- -76-


Rate equals or exceeds 95% of AA Composite Commercial Paper Rate;
(vii) a change in dividend period; (viii) any person owning more than
5% of Trusts Common Shares; (ix) a change in Internal Revenue Service
rules on Gross-up Dividends relating to the operation of the Trust;
and (x) a change in pricing service.
- -77-


PART II. REMARKETING
PROCEDURES
      1.	Remarketing Schedule.  Each Remarketing shall take place
over a three-day period consisting of the Tender Date, the Dividend
Reset Date and the Settlement Date.  Such dates or the method of
establishing such dates shall be determined by the Board of Trustees
from time to time.
      2.	Procedure for Tendering.  (a) Each share of RP is subject to
Tender and Dividend Reset at the end of each Dividend Period and may
be tendered in the Remarketing which commences on the Tender Date
immediately prior to the end of the current Dividend Period.  By
12:00 noon, New York City time, on each such Tender Date, the
Remarketing Agents shall, after canvassing the market and considering
prevailing market conditions at the time for shares of RP and similar
securities, provide Beneficial Owners non-binding indications of the
Applicable Dividend Rate for the next succeeding Dividend Period or,
if applicable, a Special Dividend Period; provided that, if the Board
of Trustees has designated the next Dividend Period as a Special
Dividend Period, the Remarketing Agents will provide to Beneficial
Owners a non-binding indication only of the Applicable Dividend Rate
for such Special Dividend Period.  The actual Applicable Dividend
Rate for such Dividend Period may be greater than or less than the
rate per annum indicated in such non-binding
- -78-


indications (but not greater than the applicable Maximum Dividend
Rate).  By 1:00 p.m., New York City time, on such Tender Date, each
Beneficial Owner of shares of RP must notify a Remarketing Agent of
its desire, on a share-by-share basis, either to tender such share of
RP at a price of $100,000 per share or to continue to hold such share
for the next Dividend Period or, if applicable, to accept a
designated Special Dividend Period.  Any notice given to a
Remarketing Agent to tender or hold shares for a particular Dividend
Period shall be irrevocable and shall not be conditioned upon the
level at which the Applicable Dividend Rate is established.  Any such
notice may not be waived by the Remarketing Agents, except that prior
to 4:00 p.m., New York City time, on a Dividend Reset Date, a
Remarketing Agent may, in its sole discretion, (i) at the request of
a Beneficial Owner that has tendered one or more shares to such
Remarketing Agent, waive such Beneficial Owners tender, and thereby
enable such Beneficial Owner to continue to hold the share or shares
for the next Dividend Period or, if applicable, a designated Special
Dividend Period, as agreed to by such Beneficial Owner and such
Remarketing Agent at such time, so long as such tendering Beneficial
Owner has indicated to such Remarketing Agent that it would accept
the new Applicable Dividend Rate for such Dividend Period, such
waiver to be contingent upon the Remarketing Agents ability
- -79-


to remarket all shares of RP tendered in such Remarketing, and (ii)
at the request of a Beneficial Owner that has elected to hold one or
more of its shares of RP, waive such Beneficial Owners election with
respect thereto.
      (b) The right of each Beneficial Owner to tender shares of RP in
a Remarketing shall be limited to the extent that (i) the Remarketing
Agents conduct a Remarketing pursuant to the terms of the Remarketing
Agreement, (ii) shares tendered have not been called for redemption
and (iii) the Remarketing Agents are able to find a purchaser or
purchasers for tendered shares of RP at an Applicable Dividend Rate
for the next applicable Dividend Period that is not in excess of the
Maximum Dividend Rate for such Dividend Period.
      3.  Determination of Applicable Dividend Rates.  (a) Between
1:00 p.m., New York City time, on each Tender Date and- 4:00 p.m.,
New York City time, on the succeeding Dividend Reset Date, the
Remarketing Agents shall determine the Applicable Dividend Rate to
the nearest one-thousandth (0.001) of one percent per annum for the
next Dividend Period, or, if designated, Special Dividend Period.
The Applicable Dividend Rate for each such Dividend Period, except as
otherwise required herein, shall be the dividend rate per annum which
the Remarketing Agents determine, in their sole judgment, to be the
lowest rate that will enable them to remarket on behalf of the
Beneficial Owners thereof
- -80-


all shares of RP subject to Tender and Dividend Reset in such
Remarketing and tendered to them on such Tender Date at a price of
$100,000 per share.
      (b)  If no Applicable Dividend Rate shall have been established
on a Dividend Reset Date in a Remarketing for the next Dividend
Period, or Special Dividend Period, if any, for any reason (other than
because there are no Remarketing Agents, the Remarketing Agents are
not required to conduct a Remarketing pursuant to the terms of the
Remarketing Agreement or the Remarketing Agents are unable to remarket
on the Dividend Reset Date all shares of RP tendered (or deemed
tendered) to them at a price of $100,000 per share), then the
Remarketing Agents, in their sole discretion, shall, if necessary and
except during a Non-Payment Period, after taking into account market
conditions as reflected in the prevailing yields on fixed and variable
rate taxable and tax-exempt debt securities and the prevailing
dividend yields of fixed and variable rate preferred stock, determine
the Applicable Dividend Rate that would be the rate per annum that
would be the initial dividend rate fixed in an offering on such
Dividend Reset Date, assuming in each case a comparable dividend
period, issuer and security.  If there is no Remarketing because there
are no Remarketing Agents or the Remarketing Agents are not required
to conduct a Remarketing pursuant to the Remarketing Agreement or if
the Remarketing
- -81-


Agents are unable to remarket on the Dividend Reset Date all shares
of RP tendered (or deemed tendered) to them at a price of $100,000 per
share, then, except during a Non-Payment Period, the Applicable
Dividend Rate for the subsequent Dividend Period and for each
subsequent Dividend Period for which no Remarketing takes place
because of the foregoing shall be the applicable Maximum Dividend
Rate for a 28-day Dividend Period (in the case of Series A and B
shares of RP) or for a 7-day Dividend Period (in the case of Series C
shares of RP) and the next succeeding Dividend Period shall be a 28-
day Dividend Period (in the case of Series A and B shares of RP) and
a 7-day Dividend Period (in the case of Series C shares of RP) .
      (c)  In determining such Applicable Dividend Rate, the
Remarketing Agents shall, after taking into account market conditions
as reflected in the prevailing yields on fixed and variable rate
taxable and tax-exempt debt securities and the prevailing dividend
yields of fixed and variable rate preferred stock determined for the
purpose of providing non-binding indications of the Applicable
Dividend Rate to Beneficial Owners and potential purchasers of shares
of RP, (_i) consider the number of shares of RP tendered and the
number of shares of RP potential purchasers are willing to purchase
and (ii) contact by telephone or otherwise current and potential
Beneficial Owners of shares of RP subject to
- -82-


Tender and Dividend Reset to ascertain the dividend rates at
which they would be willing to hold shares of RP.
      (d)	The Applicable Dividend Rate shall be determined as
aforesaid by the Remarketing Agents in their sole discretion
(except as otherwise provided in this Section 12.1 with respect
to an Applicable Dividend Rate that shall be the Non-Payment
Period Rate or the Maximum Dividend Rate) and shall be
conclusive and binding on Holders and Beneficial Owners.
      (e)	Except during a Non-Payment Period, the Applicable
Dividend Rate for any Dividend Period shall not be more than
the applicable Maximum Dividend Rate.
     4.  Allocation of Shares; Failure to Remarket at $100.000
Per Share.  (a) If the Remarketing Agents are unable to remarket
by 4:00 p.m., New York City time, on a Dividend Reset Date all
shares of RP tendered to them in the related Remarketing at a
price of $100,000 per share, (i) each Beneficial Owner that
tendered or was deemed to have tendered shares of RP for sale
shall sell a number of shares of RP on a pro rata basis, to the
extent practicable, or by lot, as determined by the Remarketing
Agents in their sole discretion, based on the number of orders
to purchase shares of RP in such Remarketing, and (ii) the
Applicable Dividend Rate for the next Dividend Period, which
shall be a 28-day Dividend Period (in the case of Series A and B
shares of RP) or a 7-day Dividend Period (in the case of Series
C shares of
- -83-


RP), shall be the Maximum Dividend Rate for such 28-day Dividend
Period or 7-day Dividend Period, as the case may be.
      (b)  If the allocation procedures described above would result in
the sale of a fraction of a share of RP, the Remarketing Agents
shall, in their sole discretion, round up or down the number of shares
of RP sold by each Beneficial Owner on the applicable Dividend Reset
Date so that each share sold by a Beneficial Owner shall be a whole
share of RP, and the total number of shares sold equals the total
number of shares purchased on such Dividend Reset Date.
      5.  Notification of Results; Settlement.  (a)  By telephone at
approximately 4:30 p.m., New York City time, on each Dividend Reset
Date, the Remarketing Agents shall advise each Beneficial Owner of
tendered shares and each purchaser thereof (or the Agent Member
thereof) (i) of the number of shares such Beneficial Owner or
purchaser is to sell or purchase and (ii) to give instructions to its
Agent Member to deliver such shares against payment therefor or to
pay the purchase price against delivery as appropriate.  The
Remarketing Agents will also advise each Beneficial Owner or
Purchaser that is to continue to hold, or to purchase, shares with a
Dividend Period beginning on the Business Day following such Dividend
Reset Date of the Applicable Dividend Rate for such shares.
- -84-


      (b)  In accordance with the Securities Depositorys normal
procedures, on the Settlement Date, the transactions described above
with respect to each share of RP shall be executed through the
Securities Depository, if the Securities Depository or its nominee
holds or is to hold the certificate relating to the shares to be
purchased, and the accounts of the respective Agent Members of the
Securities Depository shall be debited and credited and shares
delivered by book entry as necessary to effect the purchases and
sales of shares of RP in the related Remarketing.  Purchasers of
shares of RP shall make payment to the Paying Agent in same-day funds
against delivery to other purchasers or their nominees of one or more
certificates representing shares of RP, or, if the Securities
Depository or its nominee holds or is to hold the certificate
relating to the shares to be purchased, through their Agent Members
in same-day funds to the Securities Depository against delivery by
book entry of shares of RP through their Agent Members.  The
Securities Depository shall make payment in accordance with its
normal procedures.
      (c)  If any Beneficial Owner selling shares of RP in a
Remarketing fails to deliver such shares, the Agent Member of such
selling Beneficial Owner and of any other person that was to have
purchased shares of RP in such Remarketing may deliver to any such
other person a number of whole shares of
- -85-


RP that is less than the number of shares that otherwise was to be
purchased by such person.  In such event, the number of shares of RP
to be so delivered shall be determined by such Agent Member.
Delivery of such lesser number of shares of RP shall constitute good
delivery.
      (d)	The Remarketing Agents, the Paying Agent and the Securities
Depository each will use its reasonable commercial efforts to meet
the timing requirements set forth in paragraphs (a) and (b) above;
provided that, in the event that there is a delay in the occurrence
of any delivery or other event connected with a Remarketing, the
Remarketing Agents, the Paying Agent and the Securities Depository
each will use its reasonable commercial efforts to accommodate such
delivery in furtherance of the Remarketing.
      (e)	Notwithstanding any of the foregoing provisions of this
paragraph 5, the Remarketing Agents may, in their sole discretion,
modify the settlement procedures set forth above with respect to any
Remarketing, provided any such modification does not adversely affect
the Beneficial Owners or the Holders of RP or the Trust.
      6.  Purchase of Shares of RP by Remarketing Agents.  The
Remarketing Agents may purchase for their own accounts shares of RP
in a Remarketing, provided that they purchase all tendered (or
deemed tendered) shares of RP not sold in such Remarketing to other
purchasers and that the Applicable
- -86-


Dividend Rate established with respect to such shares in such
Remarketing is not higher than the Applicable Dividend Rate that
would have been established if the Remarketing Agents had not
purchased such shares.  Except as provided in the previous sentence,
the Remarketing Agents shall not be obligated to purchase any shares
of RP that would otherwise remain unsold in a Remarketing.  If the
Remarketing Agents own any shares of RP subject to a Remarketing
immediately prior to such Remarketing and if all other shares subject
to such Remarketing and rendered for sale by other Beneficial Owners
of shares of RP have been sold in such Remarketing, then the
Remarketing Agents may sell such number of their shares in such
Remarketing as there are outstanding orders to purchase that have not
been filled by shares tendered for sale by other Beneficial Owners.
Neither the Trust, the Paying Agent nor any of the Remarketing Agents
shall be obligated in any case to provide funds to make payment to a
Beneficial Owner upon such Beneficial Owners tender of its shares of
RP in a Remarketing.
      7.  Applicable Dividend Rate During a Non-Payment Period.  So
long as a Non-Payment Period shall continue, paragraphs 1, 2, 3, 4, 5
and 6 of this Part II shall not be applicable to any of the Shares of
RP and the shares of RP shall not be subject to Tender and Dividend
Reset.
- -87-


      8.  Transfers.  As a condition precedent to purchasing shares of
RP in any offering, in any Remarketing or outside any Remarketing,
each purchaser of shares of RP shall be required to sign and deliver
a Master Purchasers Letter. The sufficiency of any Master Purchasers
Letter is to be determined by the Remarketing Agents in their sole
discretion.  In a Master Purchasers Letter, such purchaser shall
agree, among other things, (i) unless the Trust has elected during a
Non-Payment Period, to waive this requirement, to have its ownership
of such shares of RP maintained in book entry form by the Securities
Depository, for the account of a designated Agent Member which, in
turn, shall maintain records of such purchasers beneficial ownership,
(ii) to be conclusively bound by the remarketing procedures,
including the Remarketing Agents determination of the Applicable
Dividend Rate, (iii) that its notice to tender shares of RP in a
Remarketing shall constitute an irrevocable offer, except as set
forth in such Master Purchasers Letter, to sell the shares specified
in such notice and authorization to the Remarketing Agents to sell,
transfer or otherwise dispose of such shares as set forth herein and
(iv) unless the Trust shall have elected, during a Non-Payment Period,
to waive this requirement, to sell, transfer or otherwise dispose of
any share of RP held by it only pursuant to orders placed in a
Remarketing or to a
- -88-


person that has signed and delivered a Master Purchasers Letter as
providing herein, and, in the case of any transfer other than pursuant
to a Remarketing, to ensure that an Agent Member advises a Remarketing
Agent of such transfer.  The Agent Member shall be authorized and
instructed to disclose to any Remarketing Agent and/or the Paying
Agent such information with respect to such purchasers beneficial
ownership as a Remarketing Agent or the Paying Agent shall request.
      9.	Miscellaneous.  To the extent permitted by
applicable law, the Board of Trustees of the Trust may
interpret or adjust the provisions hereof to resolve any
inconsistency or ambiguity, or to remedy any formal defect.
      10.	Securities Depository; Shares Certificates.  (a) If
there is a Securities Depository, /one certificate for all of
the shares of a series of RP shall be issued to the
Securities Depository and registered in the name of the
Securities Depository or its nominee.  Any such certificate
shall bear a legend to the effect that such certificate is
issued subject to the provisions contained in this Section
12.1 and each Master Purchasers Letter.  Unless the Trust
shall have elected, during a Non-Payment Period, to waive
this requirement, the Trust will also issue stop-transfer
instructions to the Paying Agent for the shares of RP.
Except as provided in paragraph (b) below, the Securities
- -89-


Depository or its nominee will be the Holder, and no Beneficial Owner
shall receive certificates representing its ownership interest in
such shares.
      (b)  If the Applicable Dividend Rate applicable to all shares of
RP shall be the Non-Payment Period Rate or there is no Securities
Depository, the Trust may at its option issue one or more new
certificates with respect to such shares (without the legend referred
to in paragraph 10(a) of this Part II) registered in the names of the
Beneficial Owners or their nominees and rescind the stop-transfer
instructions referred to in paragraph 10(a) of this Part II with
respect to such shares.
- -90-


Exhibit A
MASTER PURCHASERS LETTER
  Relating to Securities Involving Rate Settings
Through Auctions or Remarketings
THE COMPANY A REMARKETING
AGENT THE TRUST COMPANY A
BROKER-DEALER AN AGENT MEMBER
OTHER PERSONS
Dear Sirs:
      1.	This letter is designed to apply to auctions for publicly
or privately offered debt or equity securities (Securities) of any
issuer (Company) which are described in any final prospectus or other
offering materials relating to such Securities as the same may be
amended or supplemented (collectively, with respect to the particular
Securities concerned, the Prospectus) and which involve periodic rate,
settings through auctions (Auctions) or remarketing procedures
(Remarketings).  This letter shall be for the benefit of any Company
and of any trust company, auction agent, paying agent (collectively,
trust company), remarketing agent, broker-dealer, agent member,
securities depository or other interested persons in connection with
any Securities and related Auctions or Remarketings (it being
understood that such persons may be required to execute specified
agreements and nothing herein shall alter such requirements).  The
terminology used herein is intended to be general in its application
and not to exclude any Securities in respect of which (in the
Prospectus or otherwise) alternative terminology is used.
      2.	We may from time to time offer to purchase, purchase, offer
to sell and/or sell Securities of any Company as described in the
Prospectus relating thereto.  We agree that this letter shall apply
to all such purchases, sales and offers and to Securities owned by us.
We understand that the dividend/interest rate on Securities may be
based from time to time on the results of Auctions or Remarketings as
set forth in the Prospectus.
      3.	We agree that any bid or sell order placed by us in an
Auction or a Remarketing shall constitute an irrevocable offer
(except as otherwise described in the Prospectus) by us
- -91-


to purchase or sell the Securities subject to such bid or sell order,
or such lesser amount of Securities as we shall be required to sell
or purchase as a result of such Auction or Remarketing, at the
applicable price, all as set forth in the Prospectus, and that if we
fail to place a bid or sell order with respect to Securities owned by
us with a broker-dealer on any Auction or Remarketing date, or a
broker-dealer to which we communicate a bid or sell order fails to
submit such bid or sell order to the trust company or remarketing
agent concerned, we shall be deemed to have placed a hold order with
respect to such Securities as described in the Prospectus, except as
may otherwise be described therein.  We authorize any broker-dealer
that submits a bid or sell order as our agent in Auctions or
Remarketing to execute contracts for the sale of Securities covered by
such bid or sell order. We recognize that the payment by such broker-
dealer for Securities purchased on our behalf shall not relieve us of
any liability to such broker-dealer for payment for such Securities.
      4.	We understand that -in a Remarketing the dividend or interest
rate or rates on the Securities and the allocation of Securities
tendered for sale between dividend or interest periods of different
lengths will be based from time to time on the determinations of one
or more remarketing agents, and we agree to be conclusively bound by
such determinations.  We further agree to the payment of different
dividend or interest rates to different holders of Securities
depending on the length of the dividend or interest period elected by
such holders.  We agree that any notice given by us to a remarketing
agent (or to a broker-dealer for transmission to a remarketing agent)
of our desire to tender Securities in a Remarketing shall constitute
an irrevocable (except to the limited extent set forth in the
Prospectus) offer by us to sell the Securities specified in such
notice, or such lesser number of Securities as we shall be required
to sell as a result of such Remarketing, in accordance with the terms
set forth in the Prospectus, and we authorize the remarketing agent
to sell, transfer or otherwise dispose of such Securities as set
forth in the Prospectus.
      5.	We agree that, during the applicable period as described in
the Prospectus, dispositions of Securities can be made only in the
denominations set forth in the Prospectus and we will sell, transfer
or otherwise dispose of any Securities held by us from time to time
only pursuant to a bid or sell order placed in an Auction, in a
Remarketing, to or through a broker-dealer or, when permitted in the
Prospectus, to a person that has signed and delivered to the
applicable trust company or a remarketing agent a letter
- -92-


substantially in the form of this letter (or other applicable
purchasers letter), provided that in the case of all transfers other
than pursuant to Auctions or Remarketings we or our broker-dealer or
our agent member shall advise such trust company or a remarketing
agent of such transfer.  We understand that a restrictive legend will
be placed on certificates representing the Securities, and stop-
transfer instructions will be issued to the transfer agent and/or
registrar, all as set forth in the Prospectus.
      6.	We agree that, during the applicable period as described in
the Prospectus, ownership of Securities shall be represented by one or
more global certificates registered in the name of the applicable
securities depository or its nominee, that we will not be entitled to
receive any certificate representing the Securities and that our
ownership of any Securities will be maintained in book entry form by
the securities depository for the account of our agent member, which
in turn will maintain records of our beneficial ownership.  We
authorize and instruct our agent member to disclose to the applicable
trust company or remarketing agent such information concerning our
beneficial ownership of Securities as such trust company or
remarketing agent shall request.
      7.	We acknowledge that partial deliveries of Securities
purchased in Auctions or Remarketings may be made to us and such
deliveries shall constitute good delivery as set forth in the
Prospectus.
      8.	This letter is not a commitment by us to purchase any
Securities.
      9.	This letter supersedes any prior-dated version of this
master purchasers letter, and supplements any prior- or post-dated
purchasers letter specific to particular Securities, and this letter
may only be revoked by signed writing delivered to the original
recipients thereof.

      10.	The descriptions of Auction or Remarketing procedures set
forth in each applicable Prospectus are incorporated by reference
herein and in the case of any conflict between this letter, any
purchasers letter specific to particular Securities and any such
description, such description shall control.
      11.	Any xerographic or other copy of this letter shall be
deemed of equal effect as a signed original.
- -93-


      12.  Our agent member of The Depository Trust Company
currently is 	.
      13.	Our personnel authorized to place orders with broker-dealers
for the purpose set forth in the Prospectus in Auctions or
Remarketings currently is/are 	, telephone number (        ) .
14.	Our taxpayer identification number is 	.
      15.  In the case of each offer to purchase, purchase, offer to
sell or sale by us of Securities not registered under the Securities
Act of 1933, as amended (the Act), we represent and agree as
follows:
     A.	We understand and expressly acknowledge that
the Securities have not been and will not be registered
under the Act and, accordingly, that the Securities may
not be reoffered, resold or otherwise pledged,
hypothecated or transferred unless an applicable
exemption from the registration requirements of the Act
is available.
     B.	We hereby confirm that any purchase of
Securities made by us will be for our own account, or
for the account of one or more parties for which we are
acting as trustee or agent with complete investment
discretion and with authority to bind such parties, and
not with view to any public resale or distribution
thereof.  We and each other party for which we are
acting which will acquire Securities will be accredited
investors within the meaning of Regulation D under the
Act with respect to the Securities to be purchased by us
or such party, as the case may be, will have previously
invested in similar types of instruments and will be
able and prepared to bear the economic risk of investing
in and holding such Securities.
     C.	We acknowledge that prior to purchasing any
Securities we shall have received a Prospectus (or
private placement memorandum) with respect thereto and
acknowledge that we will have had access to such
financial and other information, and have been afforded
the opportunity to ask such questions or representatives
of the Company and receive answers thereto, as we deem
necessary in connection with our decision to purchase
Securities.
      D.	We recognize that the Company and broker-
dealers will rely upon the truth and accuracy of the
- -94-


foregoing investment representations and agreements and we agree
that each of our purchases of Securities now or in the future
shall be deemed to constitute our concurrence in all of the
foregoing which shall be binding on us and each party for which
we are acting as set forth in Subparagraph B above.
Dated
(Name of Purchaser)
Mailing Address of Purchaser
	   By:
Printed Name:
Title:
- -95-


12.2.  Statement Creating One Series of Remarketed Preferred
Shares.
  PART I. DESIGNATION This series of 1,750 shares of preferred
shares, without par value, liquidation preference $100,000 per share
plus accumulated but unpaid dividends, if any thereon (whether or not
earned or declared) plus the premium, if any, resulting from the
designation of a Premium Call Period, is hereby designated Remarketed
Preferred Shares, Series I and is referred to below as RP.* Each
share of RP shall be issued on a date to be determined by the Board
of Trustees of the Trust or a duly authorized committee thereof; have
an Initial Dividend Payment Date (as herein defined) to be determined
by the Board of Trustees of the Trust or a duly authorized committee
thereof; and have such other redemption provisions, preferences,
limitation and relative voting rights, in addition to those required
by applicable law or set forth in the Declaration of Trust and these
By-laws applicable to preferred shares of the Trust, as are set forth
in Part I and Part II of this Section 12.2.  Except as to Date of
Original Issue (as defined herein), dividend rates, dividend periods,
Dividend Payment Dates (as defined herein) and redemption dates, if
any, each share of RP shall be identical to every
Registered trademark of Merrill Lynch & Co. Inc.
- -96-


other share of RP.  The other terms of the shares of RP are as
follows:
      1.   Definitions.  Unless the context or use indicates another
or different meaning or intent, in this Section 12.2, the following
terms have the following meanings, whether used in the singular or
plural:
      AA Composite Commercial Paper Rate, on any date, means (i) the
Interest Equivalent of the rate on commercial paper placed for the
number of days specified in the succeeding sentence on behalf of
issuers whose corporate bonds are rated AA by S&P and Aa by Moodys,
or the equivalent of such rating by such rating agency or by another
nationally recognized statistical rating organization, as such rate
is made available by the Federal Reserve Bank of New York on a
discount basis or otherwise for the Business Day immediately preceding
such date, or (ii) if the Federal Reserve Bank of New York does not
make available such a rate, then the arithmetic average of the
Interest Equivalent of such rates on commercial paper placed on
behalf of such issuers, as quoted on a discount basis or otherwise by
the Commercial Paper Dealers to the Remarketing Agents for the close
of business on the Business Day immediately preceding such date.  In
respect of any Dividend Period (or other period) of 7 or 28 days
(determined without regard to any adjustment in the remarketing
schedule in respect of non-
- -97-


Business Days, as provided herein), the AA Composite Commercial Paper
Rate shall be the Interest Equivalent of the 60-day rate.  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
Dealers or, if none of the Commercial Paper Dealers quotes such a
rate, by any Substitute Commercial Paper Dealer or Dealers selected
by the Trust to provide such rate or rates not being supplied by any
Commercial Paper Dealer.
      Accountants Confirmation has the meaning set forth in paragraph
8(f) of this Part I.
      Agent Member means a designated member of the Securities
Depository that will maintain records for a Beneficial Owner of one
or more shares of RP that has identified such Agent Member in its
Master Purchasers Letter and that will be authorized and instructed
to disclose information to any Remarketing Agent and/or the Paying
Agent with respect to such Beneficial Owner.
      Applicable Dividend Rate means, with respect to the Initial
Dividend Period, the rate of dividend per annum established by the
Board of Trustees and, for each subsequent Dividend Period for each
share of RP, means the rate of dividend per annum that (i) except for
a Dividend Period
- -98-


commencing during a Non-Payment Period will be equal to the lower of
the rate of dividend per annum that the Remarketing Agent advises
results on the Dividend Reset Date preceding the first day of such
Dividend Period from implementation of the remarketing procedures set
forth in Part II hereof and the Maximum Dividend Rate or (ii) for
each Dividend Period commencing during a Non-Payment Period, will be
equal to the Non-Payment Period Rate.
      Applicable Percentage has the meaning set forth under Maximum
Dividend Rate below.
      Authorized Newspaper means a newspaper of general circulation in
the English language generally published on Business Days in The
City of New York.
      Beneficial Owner means a person that has signed a Master
Purchasers Letter and is listed as the beneficial owner of one or
more shares of RP in the records of the Paying Agent or, with respect
to any share of RP not registered in the name of the Securities
Depository on the share transfer books of the Trust, the person in
whose name such share is so registered.
      Board of Trustees means the Board of Trustees of the Trust.
      Business Day means a day on which the New York Stock Exchange,
Inc. is open for trading, and which is not a day on
- -99-


which banks in The City of New York are authorized or
obligated 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 Merrill Lynch, Pierce, Fenner &
Smith incorporated and such other commercial paper dealer or dealers
as the Trust may from time to time appoint, or, in lieu of any
thereof, their respective affiliates or successors.
      Common Shares means the common shares, without par value, of
the Trust.
      Date of Original Issue means, with respect to any share of RP,
the date on which the Trust originally issues such share.
      Declaration of Trust means the Amended and Restated Agreement
and Declaration of Trust dated February 3, 1989 of the Trust on file
with the Secretary of State of The Commonwealth of Massachusetts.
      Deposit Securities means cash and Municipal Securities rated at
least A-1+ or SP-1+ by S&P.
      Discounted Value means (i) with respect to an S&P Eligible
Asset, the quotient of the Market Value thereof divided by the
applicable S&P Discount Factor and (ii) with
- -100-


183rd day thereof, if any, the 274th day thereof, if any, and the day
after the last day thereof; (ii) with respect to any Optional Dividend
Period of 3 65 or more days or Special Dividend Period of 3 65 or more
days, the third Wednesday of each January, April, July and October
therein and the day after the last day thereof; and (iii) with
respect to any other Dividend Period, the day after the last day
thereof; provided that, if any such date shall not be a Business Day,
the Dividend Payment Date shall be the Business Day next succeeding
such day.
      Dividend Period means, with respect to any share of RP, the
Initial Dividend Period for such share and thereafter a period which
shall commence on each (but not the final) Dividend Payment Date for
such share (which, except during a Non-Payment Period, shall be a
Settlement Date for such share).  Each such subsequent Dividend
Period for such share will be comprised, beginning with and including
the day upon which it commences, 7 consecutive days in the case of a
7-day Dividend Period; 28 consecutive days in the case of a 28-day
Dividend Period; or in the case of any Optional Dividend Period or
Special Dividend Period, such number of consecutive days as shall be
designated by the Board of Trustees in accordance with the provisions
set forth in paragraphs 3(j) and (k) of this Part I of this Section
12.2 at the time such Optional Dividend Period is made available or
the Board of
- -102-


Trustees designates a Special Dividend Period, as the case may be.
Notwithstanding the foregoing, any adjustment of the remarketing
schedule by the Remarketing Agents which includes an adjustment of a
Settlement Date shall lengthen or shorten Dividend Periods by causing
them always to end on and include the day before the Settlement Date
as so adjusted.
      Dividend Reset Date means any date on which the Remarketing
Agents (i) determine the Applicable Dividend Rates for the ensuing
Dividend Periods, (ii) notify Holders, Purchasers, and tendering
Holders of shares of RP by telephone, telex or otherwise of the
results of the Remarketing and (iii) announce such Applicable
Dividend Rates.
      Eligible Asset means S&P Eligible Asset and/or Moodys Eligible
Asset.
      Gross-up Dividend has the meaning set forth in paragraph
3(1) of this Part I.
      Holder means, with respect to any share of RP, the person whose
name appears on the share transfer books of the Trust as the
registered holder of such share.
      Independent Accountant means 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.
- -103-


      Initial Dividend Period means, with respect to any share of RP,
a 28-day period commencing on and including the Date of Original Issue
of such share and ending on the day prior to the Initial Dividend
Payment Date.
      Interest Equivalent means a yield on a 3 60-day basis of a
discount basis security which is equal to the yield on an
equivalent interest-bearing security.
      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.  The Market Value of any asset shall
include any interest accrued thereon.  The Pricing Service shall
value portfolio securities at the mean between the quoted bid and
asked price or the yield equivalent when quotations are readily
available.  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.  The pricing service may employ electronic data
processing techniques and/or a matrix system to determine valuations.
      Master Purchasers Letter means a letter substantially in the
form of Exhibit A to Section 12.1 of this ARTICLE 12, or such other
form as may be acceptable to the Remarketing
- -104-


Agents, which is required to be executed by each purchaser of
shares of RP.
Maximum Dividend Rate for any 7-day Dividend Period or
28-day Dividend Period at any Dividend Reset Date shall be
the Applicable Percentage of the applicable AA Composite
Commercial Paper Rate.  The Applicable Percentage on each
Dividend Reset Date shall vary with the lower of the credit
rating or ratings assigned on such date to the shares of RP
by Moodys and S&P (or if Moodys or S&P or both shall not
make such rating available, the equivalent of either or both
of such ratings by a Substitute Rating Agency or two
Substitute Rating Agencies or, in the event that only one
such rating shall be available, such rating) as follows:
Applicable Percentage
of AA Composite
	Credit Ratings		Commercial
Moody s	      S&P		Paper Rate
aa3 or higher	AA- or higher	110%
    a3 to al        A- to A+	125%
baa3 to baal	BBB- to BBB+	150%
below baa3        Below BBB-	200%
     The Maximum Dividend Rate for any Special Dividend Period or any
Optional Dividend Period will be a fixed or variable rate determined
from time to time by formula or other means as designated by the
Board of Trustees in respect of such Period.
- -105-


      The Remarketing Agents  shall round each applicable
Maximum Dividend Rate to the nearest one-thousandth
(0.001) of one percent per annum,   with any such number
ending in  five ten-thousandths   (0.0005)   of one
percent being rounded upwards to the nearest one-
thousandth   (0.001)   of one percent.     The
Remarketing Agents  shall  not round the  AA  Composite
Commercial  Paper Rate as part of their calculation of
any Maximum Dividend Rate.
      Minimum Liquidity Level  has the meaning set
forth in paragraph 9  of this  Part  I.
      Moodys  means Moodys  Investors  Service,   Inc.
or  its successors.
      Moodys  Discount Factor  means,   for purposes  of
determining the Discounted Value  of any Moodys Eligible
Asset, the  percentage  determined by reference to the
rating on  such asset  and the  shortest Moodys
Collateral  Period  set  forth opposite  such rating that
is the  same  length as  or is  longer than  the Moods
Exposure  Period,   in  accordance with the table set
forth below:
Rating Category
Moodys   Collateral  Period	Aaa*	Aa*	A*	Baa*
	Other**
7	weeks   or  less                  	159%	168%	202%	229%
8	weeks  or  less but greater  than seven weeks  154	164
	173	205	235
9	weeks   or  less but  greater  than eight weeks	158
	169	179	209	242
10	weeks  or  less  but greater  than nine weeks..	161
	175	186	213	250
- -106-


 *    Moodys rating. **    Municipal Securities not rated by
Moodys but rated BBB by S&P.
     Notwithstanding the foregoing, (i) the Moody' Discount Factor
for short-term Municipal Securities will be 115%, so long as such
Municipal Securities are rated at least M1G-1, VMIG-1 or P-1 by
Moodys and mature or have a demand feature at par exercisable in 3 0
days or less and (ii) no Moodys Discount Factor will be applied to
cash.
      Moodys Eligible Asset means cash or a Municipal Security that
(i) pays interest in cash, (ii) is publicly rated Baa or higher by
Moodys or, if not rated by Moodys but rated by S&P, is rated at
least BBB by S&P (provided that, for purposes of determining the
Moodys Discount Factor applicable to any such S&P-rated Municipal
Security, such Municipal Security will be deemed to have a Moodys
rating which is one full rating category lower than its S&P rating),
(iii) does not have its Moodys rating suspended by Moodys; and (iv)
is part of an issue of Municipal Securities of at least
$10,000,000.  Municipal Securities issued by any one issuer and
rated BBB by S&P may comprise no more than 4% of total Moodys
Eligible Assets; such BBB rated Municipal Securities, if any,
together with any Municipal Securities issued by the same issuer
and rated Baa by Moodys, may comprise no more than 6% of total
Moodys Eligible Assets; such BBB and Baa rated Municipal Securities,
if any, together
- -107-


with any Municipal Securities issued by the same issuer and rated A
by Moodys, may comprise no more than 10% of total Moodys Eligible
Assets; and such BBB, Baa and A rated Municipal Securities, if any,
together with any Municipal Securities issued by the same issuer and
rated Aa by Moodys, may comprise no more than 20% of total Moodys
Eligible Assets.  Municipal Securities issued by issuers located
within a single state or territory and rated BBB by S&P may comprise
no more than 12% of total Moodys Eligible Assets; such BBB rated
Municipal Securities, if any, together with any Municipal Securities
issued by issuers located within the same state or territory and rated
Baa by Moodys, may comprise no more than 2 0% of total Moodys Eligible
Assets; such BBB and Baa rated Municipal Securities, if any, together
with any Municipal Securities issued by issuers located within the
same state or territory and rated A by Moodys, may comprise no more
than 40% of total Moodys Eligible Assets; and such BBB, Baa and A
rated Municipal Securities, if any, together with any Municipal
Securities issued by issuers located within the same state or
territory and rated Aa by Moodys, may comprise no more than 60% of
total Moodys Eligible Assets.  Municipal Securities that are used by
the Trust as collateral pursuant to a repurchase agreement that
obligates the Trust to repurchase such Municipal Securities will only
constitute Moodys Eligible Assets if the long-
- -108-


term debt of the other party to the repurchase agreement is rated at
least Aa by Moodys and such agreement has a term of 3 0 days or less;
such Municipal Securities shall be valued at the Discounted Value of
such Municipal Securities.  Municipal Securities acquired as
collateral by the Trust pursuant to a repurchase agreement that
obligates the other party thereto to repurchase such Municipal
Securities will only constitute a Moodys Eligible Asset if the long-
term debt of such other party is rated at least Aa by Moodys and such
agreement has a term of 30 days or less; such Municipal Securities
shall be valued at the amount of cash paid by the Trust pursuant to
such repurchase agreement.
      Notwithstanding the foregoing, an asset will not be considered a
Moodys Eligible Asset if (i) it has been irrevocably deposited by the
Trust for the payment, in full or in part, of any of (i)(A) through
(i)(F) as set forth in the definition of RP Basic Maintenance Amount
in this Section 12.2, or (ii) it is subject to any material lien,
mortgage, pledge, security interest or security agreement of any kind
(collectively, Liens), except for (a) Liens the validity of which is
being contested in good faith by appropriate proceedings, (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 The Putnam Management
Company,
- -109-


Inc., Putnam Investor Services, Inc., the Paying Agent or any
Remarketing Agent and (d) any Lien by virtue of a repurchase
agreement.
      Moodys Exposure Period means the period commencing on a given
Valuation Date and ending 63 days thereafter.
      Municipal Securities means municipal securities as described in
the Trusts Registration Statement on Form N-2 (File Nos. 33-26396 and
811-5740) on file with the Securities and Exchange Commission, as such
Registration Statement may be amended from time to time.
      1940 Act means the Investment Company Act of 194 0, as amended
from time to time.
      1940 Act Cure Date, with respect to the failure by the Trust to
maintain the 1940 Act RP Asset Coverage (as required by paragraph 7 of
this Part I) as of the last Business Day of each month, means the
last Business Day of the following month.
      1940 Act RP Asset Coverage means asset coverage, as defined in
section 18(h) of the 1940 Act, of at least 200% with respect to all
outstanding senior securities of the Trust which are shares,
including all outstanding shares of RP and Other RP (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 of a
- -110-


closed-end investment company as a condition of paying dividends
on its common stock).
      Non-Call Period has the meaning described under Specific
Redemption Provisions below.
     Non-Payment Period means any period commencing on and including
the day on which the Trust shall fail to (i) declare, prior to 12:00
noon, New York City time, on any Dividend Payment Date for shares of
RP, for payment on or (to the extent permitted below) within three
Business Days after such Dividend Payment Date to the Holders of such
shares as of 12:00 noon, New York City time, on the Business Day
preceding such Dividend Payment Date, the full amount of any dividend
on such shares payable on such Dividend Payment Date or (ii) deposit,
irrevocably in trust, in same-day funds, with the Paying Agent by
12:00 noon, New York City time, (A) on or (to the extent permitted
below) within three Business Days after any Dividend Payment Date for
any shares of RP the full amount of any dividend on such shares
(whether or not earned or declared) payable on such Dividend Payment
Date or (B) on or (to the extent permitted below) within three
Business Days after any redemption date for any shares of RP called
for redemption, the redemption price of $100,000 per share plus the
full amount of any dividends thereon (whether or not earned or
declared) accumulated but unpaid to such redemption date plus the
premium, if any, resulting from
- -111-


the designation of a Premium Call Period, and ending on and including
the Business Day on which, by 12:00 noon, New York City time, all
unpaid dividends and unpaid redemption prices shall have been so
deposited or shall have otherwise been made available to Holders in
same-day funds; provided that, a Non-Payment Period shall not end
during the first seven days thereof unless the Trust shall have given
at least three days written notice to the Paying Agent, the
Remarketing Agents and the Securities Depository and thereafter shall
not end unless the Trust shall have given at least fourteen days
written notice to the Payment Agent, the Remarketing Agents, the
Securities Depository and all Beneficial Owners.  Any dividend on
shares of RP due on any Dividend Payment Date for such shares (if,
prior to 12:00 noon, New York City time, on such Dividend Payment
Date, the Trust has declared such dividend payable on or within three
Business Days after such Dividend Payment Date to the Holders who
held such shares as of 12:00 noon, New York City time, on the
Business Day preceding such Dividend Payment Date) or redemption
price with respect to such shares not paid to such Holders when due
may (if such non-payment is not solely due to the willful failure of
the Trust) be paid pro rata to such Holders in the same form of funds
by 12:00 noon, New York City time, on any of the first three Business
Days after such Dividend Payment Date or due date, as the case may
be, provided that, such
- -112-


amount is accompanied by a late charge calculated for such period of
non-payment as the Non-Payment Period Rate applied to the amount of
such non-payment based on the actual number of days comprising such
period divided by 365.
      Non-Payment Period Rate means, initially, 200% of the applicable
AA Composite Commercial Paper Rate, provided that the Board of
Trustees shall have the authority to adjust, modify, alter or change
from time to time the initial Non-Payment Period Rate if the Board of
Trustees determines and the Rating Agencies advise the Trust in
writing that such adjustment, modification, alteration or change will
not adversely affect their then-current ratings on the RP.
      Notice of Redemption means any notice with respect to the
redemption of shares of RP pursuant to paragraph 4 of this Part I.
      Optional Dividend Period means a Dividend Period established by
the Board of Trustees pursuant to paragraph 3(j) of this Part I.
      Original RP means the Remarketed Preferred Shares, Series A-C
of the Trust.
      Other RP means the remarketed preferred shares of the Trust,
other than the RP, and includes the Original RP.
      Paying Agent means Bankers Trust Company, or any successor
company or entity, which has entered into a Paying Agent Agreement
with the Trust to act for the Trust, among
- -113-


other things, as the transfer agent, registrar, dividend and
redemption price disbursing agent, settlement agent and agent for
certain notifications in connection with the shares of RP in
accordance with such agreement.
      Paying Agent Agreement means an agreement to be entered
into between the Trust and the Paying Agent.
      Preferred Shares means the preferred shares of the Trust, and
includes RP and Other RP.
      Premium Call Period has the meaning specified in Specific
Redemption Provision, below.
      Pricing Service means Mellon Investdata Corp., or any successor
company or entity, or as designated from time to time by the Board of
Trustees.  Notwithstanding the foregoing, the Board of Trustees will
not designate a new Pricing Service unless the Trust has received a
written confirmation from Moodys and S&P that such action would not
impair the ratings then assigned by Moodys and S&P to shares of RP.
      Quarterly Valuation Date means the last Business Day of each
fiscal quarter of the Trust in each fiscal year of the Trust,
commencing October 31, 1989.
      Remarketing means each periodic operation of the process for
remarketing shares of RP as described in Part II hereof.
- -114-


      Remarketing Agents means Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Prudential-Bache Securities Inc. and any additional
or successor companies or entities which have entered into an
agreement with the Trust to follow the remarketing procedures for the
purpose of determining the Applicable Dividend Rate.
      RP means Remarketed Preferred Shares, Series I, without par
value, liquidation preference $100,000 per share, of the Trust to be
issued pursuant hereto.
      RP Basic Maintenance Amount, as of any Valuation Date, means the
dollar amount equal to the sum of (i)(A) the product of the number of
shares of RP and Other RP outstanding on such date multiplied by
$100,000; (B) the aggregate amount of dividends that will have
accumulated (whether or nor earned or declared) for each share of RP
and Other RP outstanding in each case to (but not including) the next
Dividend Payment Date that follows such Valuation Date; (C) the-
aggregate amount of dividends that would accumulate at the then current
Maximum Dividend Rate on any shares of RP and Other RP outstanding
from the Business Days following such respective Dividend Reset Dates
through the 63rd day after such Valuation Date, multiplied by the
larger of factors (currently 246%) determined from time to time by
Moodys and S&P and designed to take into account potential increases
in dividend rates over such period (except that if
- -115-


such Valuation Date occurs during a Non-Payment Period, the dividend
for purposes of calculation would accumulate at the then current Non-
Payment Period Rate); (D) the amount of anticipated expenses of the
Trust for the 90 days subsequent to such Valuation Date; (E) the
premium, if any, resulting from the designation of a Premium Call
Period; and (F) any current liabilities as of such Valuation Date to
the extent not reflected in any of (i)(A) through (i)(E) (including,
without limitation, any current liabilities relating to futures and
options and any Gross-up Dividends which are payable pursuant to
paragraph 3(k) of this Part I with respect to the RP and any analogous
provision with respect to Other RP, and payables for Municipal
Securities purchased as of such Valuation Date) less (ii) the sum of
(A) receivables for Municipal Securities sold as of such Valuation
Date, provided that, for purposes of calculating RP Basic Maintenance
Amount in order to determine whether the Trust has Moodys Eligible
Assets with a Discounted Value that equals the Moodys Basic
Maintenance Amount, the party from which such receivable is due shall
have long-term debt securities rated at least A2 by Moodys and such
receivable is due in 3 0 days or less, and (B) the value of any of the
Trusts assets irrevocably deposited by the Trust for the payment of
any of (i)(A) through (i)(F).
- -116-


      RP Basic Maintenance Cure Date, with respect to the failure by
the Trust to satisfy the RP Basic Maintenance Amount (as required by
paragraph 8(a) of this Part I) as of a given Valuation Date, means the
ninth Business Day following such Valuation Date.
      RP Basic Maintenance Report means a report signed by the
President, Treasurer or any Senior Vice President or Vice President of
the Trust which sets forth, as of the related Valuation Date, the
assets of the Trust, the Market Value and the Discounted Value thereof
(seriatim and in aggregate), and the RP Basic Maintenance Amount.
      S&P means Standard & Poors Corporation or its successors.
      S&P Discount Factor means, for purposes of determining the
Discounted Value of any S&P Eligible Asset, the percentage determined
by reference to the rating on such asset and the shortest S&P
Collateral Period set forth opposite such rating that is the same
length as or is longer than the S&P Exposure Period, in accordance
with the table set forth below:
- -117-


S&P Collateral Period 40
Business Days  22
Business Days  10
Business Days  7
Business Days  3
Business Days


Rating Category
AAA*
AA*
A*
BBB*
190%
195%
210%
250%
170
175
190
230
155
160
175
215
150
155
170
210
130
135
150
190


* S&P rating.
     Notwithstanding the foregoing, (i) the S&P Discount Factor
for short-term Municipal Securities will be 115%, so long as
such Municipal Securities are rated A-1+ or SP-1+ by S&P and
mature or have a demand feature exercisable in 3 0 days or less,
or 125% if such Municipal Securities are not rated by S&P but
are rated VMIG-1, P-l or MIG-1 by Moodys; provided, however,
that if such short-term Municipal Securities are backed by any
letter of credit, liquidity facility or guarantee from a bank or
other financial institution, such bank or institution must have
a short-term rating of at least A-1+ from S&P; and further
provided that such short-term Municipal Securities rated by
Moodys but not rated by S&P may comprise no more than 50% of
short-term Municipal Securities that qualify as S&P Eligible
Assets and (ii) no S&P Discount Factor will be applied to cash.
- -118-


S&P Eligible Asset means cash or a Municipal Security that (i) is
interest bearing and pays interest at least semiannually; (ii) is
payable with respect to principal and interest in United States
Dollars; (iii) is publicly rated BBB or higher by S&P or, if not
rated by S&P but rated by Moodys, is rated at least A by Moodys
(provided that, such Moodys-rated Municipal Securities will be
included in S&P Eligible Assets only to the extent the Market Value
of such Municipal Securities does not exceed 50% of the aggregate
Market Value of the S&P Eligible Assets; and further provided that,
for purposes of determining the S&P Discount Factor applicable to any
such Moodys-rated Municipal Security, such Municipal Security will be
deemed to have an S&P rating which is one full rating category lower
than its Moodys rating); (iv) is not subject to a covered call or
covered put option written by the Trust; (v) is not part of a private
placement of Municipal Securities; and (vi) is part of an issue of
Municipal Securities with an original issue size of at least $20
million or, if of an issue with an original issue size below $20
million (but in no event below $10 million), is issued by an issuer
with a total of at least $50 million of securities outstanding.
Notwithstanding the foregoing: (i)  Municipal Securities of any one
issuer or guarantor (excluding bond insurers) will be considered S&P
Eligible Assets only to the extent the Market Value
- -119-


of such Municipal Securities does not exceed 10% of the aggregate
Market Value of the S&P Eligible Assets, provided that 2% is
added to the applicable S&P Discount Factor for every 1% by which
the Market Value of such Municipal Securities exceeds 5% of the
aggregate Market Value of the S&P Eligible Assets;
      (ii)  Municipal Securities guaranteed or insured by any one
bond insurer will be considered S&P Eligible Assets only to the
extent the Market Value of such Municipal Securities does not
exceed 25% of the aggregate Market Value of the S&P Eligible
Assets; and
      (iii)  Municipal Securities issued by issuers in any one state
or territory will be considered S&P Eligible Assets only to the
extent the Market Value of such Municipal Securities does not exceed
20% of the aggregate Market Value of the S&P Eligible Assets. S&P
Exposure Period means the maximum period of time following a
Valuation Date that the Trust has under this Section 12.2 to cure any
failure to maintain, as of such Valuation Date, the Discounted Value
for its portfolio at least equal to the RP Basic Maintenance Amount
(as described in paragraph 8(a) of this Part I) which period of time
is currently nine Business Days.
      Securities Depository means The Depository Trust Company or any
successor company or other entity selected by
- -120-


the Trust as securities depository of the shares of RP that agrees to
follow the procedures required to be followed by such securities
depository in connection with the shares of RP.
Service means the Internal Revenue Service.
      Settlement Date means the first Business Day after a Dividend
Reset Date applicable to a share of RP.
      7-day Dividend Period means (i) a Dividend Period designated as
such by a Beneficial Owner of a share of RP or (ii) any Dividend
Period commencing after the first day of, and during, a Non-Payment
Period, and, in all such cases, containing seven days.
      Special Dividend Period means a Dividend Period established by
the Board of Trustees pursuant to paragraph 3(j) of this Part I.
      Specific Redemption Provisions means, with respect to any
Optional Dividend Period of 3 65 or more days or Special Dividend
Period of 3 65 or more days, either, or any combination of, (i) a
period (a Non-Call Period) determined by the Board of Trustees, after
consultation with the Remarketing Agents, during which the shares of
RP subject to such Dividend Period shall not be subject to redemption
at the option of the Trust and (ii) a period (a Premium Call Period),
consisting of a number of whole years and determined by the Board of
Trustees, after consultation with
- -121-


the Remarketing Agents, during each year of which the shares of RP
subject to such Dividend Period shall be redeemable at the Trusts
option at a price per share equal to $100,000 plus accumulated but
unpaid dividends plus a premium expressed as a percentage of
$100,000, as determined by the Board of Trustees after consultation
with the Remarketing Agents.
      Substitute Commercial Paper Dealers means such Substitute
Commercial Paper Dealer or Dealers as the Trust may from time to time
appoint or, in lieu of any thereof, their respective affiliates or
successors.
      Substitute Rating Agency and Substitute Rating Agencies mean a
nationally recognized statistical rating organization or two
nationally recognized statistical rating organizations, respectively,
selected by the Trust to act as the substitute rating agency or
substitute rating agencies, as the case may be, to determine the
credit ratings of the shares of RP.
      Tender and Dividend Reset means the process pursuant to which
shares of RP may be tendered in a Remarketing or held and become
subject to the new Applicable Dividend Rate or Rates determined by
the Remarketing Agents in such Remarketing.
      Tender Date means any date on which (i) a holder of shares of RP
must provide to the Remarketing Agents
- -122-


irrevocable telephonic notice of intent to tender shares of RP in a
Remarketing or to change Dividend Periods for shares and (ii) such
Remarketing formally commences.
      Trust means Putnam Managed Municipal Income Trust, a
Massachusetts business trust.
      28-day Dividend Period means a Dividend Period designated as
such by a Beneficial Owner of a share of RP.
      Valuation Date means, for purposes of determining whether the
Trust is maintaining the RP Basic Maintenance Amount and the
Minimum Liquidity Level, each Business Day.
      Voting Period has the meaning set forth in paragraph 6(b) of
this Part I.
     2.	Fractional Shares.  No fractional shares of RP
shall be issued.
      3.	Dividends.  (a)  The Holders as of 12:00 noon, New
York City time, on the applicable Dividend Payment Date,
shall be entitled to receive, when, as and if declared by the
Board of Trustees, out of funds legally available therefor,
cumulative dividends, at the Applicable Dividend Rate.
Dividends on the shares of RP so declared and payable shall
be paid (i) in preference to and in priority over any
dividends declared and payable on the Common Shares, and (ii)
to the extent permitted under the Code and to the extent
available and in preference to and priority over any
dividends declared and payable on the Common Shares, out of
- -123-


tax-exempt income earned on the Trusts investments, subject to
the application of the alternative minimum tax provisions of the
Code.  Dividends on shares of RP will be designated as exempt-
interest dividends up to the amount of net tax-exempt income of
the Trust for purposes of section 852 of the Code.
      (b)	Dividends on each share of RP shall accumulate from its
Date of Original Issue and will be payable, when, as and if
declared by the Board of Trustees, on each Dividend Payment Date
applicable to such share of RP.
      (c)	Each declared dividend shall be payable on the
applicable Dividend Payment Date to the Holder or Holders of
such shares of RP as set forth in paragraph 3(a).  Dividends on
any share of RP in arrears with respect to any past Dividend
Payment Date may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to the Holder of
such share as of a date not exceeding five Business Days
preceding the date of payment thereof as may be fixed by the
Board of Trustees.  Any dividend payment made on any share of RP
shall be first credited against the dividends accumulated but
unpaid (whether or not earned or declared) with respect to the
earliest Dividend Payment Date on which dividends were not paid.
      (d)	Neither Holders nor Beneficial Owners of shares of
RP shall be entitled to any dividends on the shares of RP,
whether payable in cash, property or stock, in excess of full
- -124-


cumulative dividends thereon, except as set forth in paragraph
3(1) of this Part I.  Except as provided in paragraph 3(h) of
this Part I, neither Holders nor Beneficial Owners of shares of
RP shall be entitled to any interest, or other additional amount,
on any dividend payment on any share of RP which may be in
arrears.
      (e)	Except as otherwise provided herein, the Applicable
Dividend Rate on each share of RP for each Dividend Period with
respect to such share shall be equal to the rate per annum that
results from implementation of the remarketing procedures
described in Part II hereof.
      (f)	The amount of declared dividends for each share of RP
payable on each Dividend Payment Date in respect of any Dividend
Period shall be computed by the Trust by multiplying the
Applicable Dividend Rate in effect with respect to dividends
payable on such share on such Dividend Payment Date by a
fraction the numerator of which shall be the number of days such
share was outstanding from and including its Date of Original
Issue or the preceding Dividend Payment Date, as the case may
be, to and including the last day of such Dividend Period, and
the denominator of which shall be 365, and then multiplying the
percentage so obtained by $100,000. In accordance with the
remarketing procedures described in Part II hereof, there may
exist at any given time a number of Dividend Payment Dates for
all outstanding shares of RP and
- -125-


dividends on any such share shall be payable only on a Dividend
Payment Date applicable to such share.
      (g)  No later than by 12:00 noon, New York City time, on each
Dividend Payment Date, the Trust shall deposit in same-day funds with
the Paying Agent the full amount of any dividend declared and payable
on such Dividend Payment Date on any share of RP.
      (h)  The Applicable Dividend Rate for each Dividend Period
commencing during a Non-Payment Period shall be equal to the Non-
Payment Period Rate; any share of RP for which an Optional Dividend
Period or a Special Dividend Period would otherwise have commenced on
the first day of a Non-Payment Period shall have, instead, a 7-day
Dividend Period; and each' Dividend Period commencing after the first
day of, and during, a Non-Payment Period shall be a 7-day Dividend
Period.  Any amount of any dividend due on any Dividend Payment Date
for any shares of RP (if, prior to 12:00 noon, New York City time, on
such Dividend Payment Date, the Trust has declared such dividend
payable on or within three Business Days after such Dividend Payment
Date to the Holders of such shares of RP as of 12:00 noon,  New York
City time, on the Business Day preceding such Dividend Payment Date)
or redemption price with respect to any shares of RP not paid to such
Holders when due but paid to such Holders in the same form of funds
by 12:00 noon, New York City time, on any of
- -126-


the first three Business Days after such Dividend Payment Date or due
date, as the case may be, shall incur a late charge to be paid
therewith to such Holders and calculated for such period of non-
payment at the Non-Payment Period Rate applied to the amount of such
non-payment based on the actual number of days comprising such period
divided by 365.  For the purposes of the foregoing and paragraphs 3(g)
and 4(g) of this Part I, payment to a person in same-day funds on any
Business Day at any time shall be considered equivalent to payment to
such person in New York Clearing House (next-day) funds at the same
time on the preceding Business Day, and any payment made after 12:00
noon, New York City time, on any Business Day shall be considered to
have been made instead in the same form of funds and to the same
person before 12:00 noon, New York City time, on the next Business
Day.
      (i)  Except during a Non-Payment Period, by 1:00 p.m. on the
Tender Date in the Remarketing at the end of the Initial Dividend
Period applicable to a share of RP, and by 1:00 p.m. on the Tender
Date in the Remarketing at the end of each subsequent Dividend Period
applicable to a share of RP, the Beneficial Owner of such share may
elect to tender such share or to hold such share for the next
Dividend Period.  If the Beneficial Owner of such share of RP elects
to hold such share, such Beneficial Owner shall elect to hold such
share for a 7-day Dividend Period or a 28-day Dividend Period or
- -127-


any available Optional Dividend Period or a Special Dividend Period
if the succeeding Dividend Period with respect to such share has been
designated by the Board of Trustees as a Special Dividend Period;
provided that, (i) if such Beneficial Owner shall elect to hold such
share for a 7-day Dividend Period or a 28-day Dividend Period, but
(a) there are no Remarketing Agents or the Remarketing Agents are not
required to conduct a Remarketing, such Beneficial Owner shall hold
such share for a 7-day Dividend Period, and the Applicable Dividend
Rate shall be the Maximum Dividend Rate for a 7-day Dividend Period
or (b) the Remarketing Agents are unable to remarket in such
Remarketing all shares of RP subject to such Remarketing and tendered
(or deemed tendered) to them at a price of $100,000 per share, such
Beneficial Owner shall hold such share for the Dividend Period it had
chosen and the Applicable Dividend Rate therefor shall be the
applicable Maximum Dividend Rate, and (ii) if the Board of Trustees
has designated the next succeeding Dividend Period with respect to
such share as a Special Dividend Period or such Beneficial Owner
elects an available Optional Dividend Period with respect to such
shares and there are no Remarketing Agents, the Remarketing Agents
are not required to conduct a Remarketing or the Remarketing Agents
are unable to remarket in the Remarketing on the Dividend Reset Date
following such Tender Date all shares of RP tendered (or
- -128-


deemed tendered) to them at a price of $100,000 per share, then the
next succeeding Dividend Period in respect of such share shall be a
7-day Dividend Period, and the Applicable Dividend Rate in respect of
such share for such next succeeding Dividend Period shall be the
Maximum Dividend Rate for a 7-day Dividend Period.  If the Beneficial
Owner of such share of RP fails to elect to tender or hold such
share, or to elect a Dividend Period for such share, by 1:00 p.m. on
such Tender Date, such Beneficial Owner shall continue to hold such
share at the Applicable Dividend Rate determined in such Remarketing
for a Dividend Period of the same type as the current Dividend Period
for such shares; provided that (i) if such current Dividend Period is
a 7-day Dividend Period or a 28-day Dividend Period, but (a) there
are no Remarketing Agents, or the Remarketing Agents are not required
to conduct a Remarketing, such Beneficial Owner shall hold such share
for a 7-day Dividend Period, and the Applicable Dividend Rate shall
be the Maximum Dividend Rate for a 7-day Dividend Period or (b) the
Remarketing Agents are unable to remarket in such Remarketing all
shares of RP subject to such Remarketing and tendered (or deemed
tendered) to them at a price of $100,000 per share, such Beneficial
Owner shall hold such share for the same Dividend Period as its then
current Dividend Period and the Applicable Dividend Rate therefor
shall be the applicable Maximum Dividend Rate,
- -129-


and (ii) if such current Dividend Period is an Optional Dividend
Period or a Special Dividend Period, or the succeeding Dividend Period
has been designated by the Board of Trustees as a Special Dividend
Period and such share is subject to such Special Dividend Period, then
such Beneficial Owner shall be deemed to have elected to tender such
share. If the Remarketing Agents are unable to remarket in such
Remarketing all shares of RP subject to such Remarketing and tendered
(or deemed tendered) to them at a price of $100,000 per share, the
Beneficial Owner thereof shall hold such share at the applicable
Maximum Dividend Rate for a 7-day Dividend Period.  If a share of RP
is tendered (or deemed tendered) and purchased in a Remarketing, the
next Dividend Period for such share shall be the Dividend Period
elected by the purchaser of such share in such Remarketing or the
Special Dividend Period with respect to such share, as the case may
be, at the Applicable Dividend Rate therefor, except that, if the
Remarketing Agents are unable to remarket in such Remarketing all
shares of RP tendered (or deemed tendered) to them at a price of
$100,000 per share, no purchaser in such Remarketing shall be
permitted to acquire shares having an Optional Dividend Period or a
Special Dividend Period and the next Dividend Period for such a share
shall be a 7-day Dividend Period and the Applicable Dividend Rate
therefore shall be the applicable Maximum Dividend Rate.
- -130-


      (j) Except during a Non-Payment Period, the Board of Trustees
may at any time and from time to time institute one or more optional
Dividend Periods with such number of days, and which shall be
available for such period, as the Board of Trustees shall specify;
provided that (i) in respect of any Optional Dividend Period, the
Board of Trustees shall also determine a Maximum Dividend Rate after
consultation with Remarketing Agents, which rate, as determined from
time to time by formula or other means, may be fixed or variable and
(ii) in respect of an Optional Dividend Period of 3 65 or more days,
the Board of Trustees, after consultation with the Remarketing
Agents, may establish Specific Redemption Provisions.  An Optional
Dividend Period shall be available after seven days written notice
thereof and, if applicable, of the Maximum Dividend Rate and Specific
Redemption Provisions, if any, in respect thereof shall have been
given to the Remarketing Agents, the Paying Agent and the Securities
Depository.  The Trust also shall publish promptly notice of any
designation of an Optional Dividend Period, and related Maximum
Dividend Rate and Specific Redemption Provisions, if any, at least
once in an Authorized Newspaper, but the failure so to publish shall
not affect the validity or effectiveness of any such designation or
determination. After an Optional Dividend Period becomes available,
such Optional Dividend Period shall be available in each
- -131-


Remarketing and, if elected by any Beneficial Owner of shares of RP,
shall commence on each Settlement Date and continue until rescinded by
the Board of Trustees, which rescission shall be effective after seven
days written notice thereof shall have been given to the Remarketing
Agents, the Paying Agent, the Securities Depository and Beneficial
Owners.  The existence or rescission of any Optional Dividend Period
shall not affect any current Dividend Period or prevent the Board of
Trustees from establishing other Optional Dividend Periods of similar
duration or in any way restrict the Maximum Dividend Rate or Specific
Redemption Provisions which may be designated in connection with any
other Optional Dividend Period.
      (k)  The Board of Trustees may at any time designate a
subsequent Dividend Period with respect to all or any specified fewer
number of shares of RP eligible for Tender and Dividend Reset on the
Tender Date next preceding the commencement of such Dividend Period
as a Special Dividend Period with such number of days as the Board of
Trustees shall specify; provided that (i) written notice of any such
designation, of the Maximum Dividend Rate, and Specified Redemption
Provisions, if any, in respect thereof and of the consequences of
failure to tender or to elect to hold shares, must be given at least
seven days prior to such Tender Date to the Remarketing Agents, the
Paying Agent, the Securities
- -132-


Depository and the Beneficial Owners of shares of RP which are to be
subject to such Special Dividend Period; (ii) no Special Dividend
Period may commence for any share of RP during a Non-Payment Period or
if the Trust fails to maintain either the RP Basic Maintenance Amount
or the 194 0 Act RP Asset Coverage and such failure is not cured;
(iii) if such Special Dividend Period contains 3 65 or more days, (x)
the shares of RP subject to such Special Dividend Period shall have
an aggregate liquidation preference (exclusive of accumulated but
unpaid dividends and the premium, if any) of at least $3 0,000,000 or
such greater or lesser amount as may be specified by the Board of
Trustees and (y) the shares, if any, of RP not subject to such
Special Dividend Period shall have an aggregate liquidation
preference (exclusive of accrued but unpaid dividends and the
premium, if any) of at least $30,000,000 or such greater or lesser
amount specified by the Board of Trustees; (iv) in respect of any
Special Dividend Period, the Board of Trustees shall also determine a
Maximum Dividend Rate after consultation with Remarketing Agents,
which rate, as determined from time to time by formula or other
means, may be fixed or variable; and (v) in respect of any Special
Dividend Period of 365 or more days, the Board of Trustees, after
consultation with the Remarketing Agents, may establish Specific
Redemption Provisions.
- -133-


     On or before 5:00 p.m., New York City time, on the third Business
Day prior to the designation of a Special Dividend Period, the Trust
shall complete and deliver to S&P, on a pro forma basis, an RP Basic
Maintenance Report for such proposed Special Dividend period, taking
into account the proposed number of days to be specified as a Special
Dividend Period and the proposed Maximum Dividend Rate to be
determined with respect to such Special Dividend Period.
       The existence or rescission of any Special Dividend Period
shall not affect any current Dividend Period or prevent the Board of
Trustees from establishing other Special Dividend Periods of similar
duration or in any way restrict the Maximum Dividend Rate or Specific
Redemption Provisions which may be designated in connection with any
other Special Dividend Period.
      If the Remarketing Agents are unable to remarket sufficient
shares of RP at the commencement of a Special Dividend Period to
satisfy the requirement described in clause (iii) of the preceding
paragraph, then the Dividend Period in respect of any share of RP
which otherwise would have been subject to such Special Dividend
Period shall be a 7_-day Dividend Period and an Applicable Dividend
Rate shall be set by the Remarketing Agent in accordance with the
remarketing procedures.
- -134-


      (1)  If all or any part of the dividends on the shares of RP
determined by implementation of the remarketing procedures described
in Part II hereof is not designated by the Trust in good faith as an
exempt-interest dividend within the meaning of Section 852(b) (5) of
the Code solely because the Trust allocates capital gains or ordinary
income to the shares of RP, (such portion of the dividends on the
shares of RP (other than any Gross-up Dividends) that is not so
designated is referred to herein as a Nonqualifying Distribution),
the Trust will, not later than 270 days after the end of the Trusts
fiscal year for which such designation is made, provide notice thereof
to the Paying Agent.  The Paying Agent will mail a copy of such
notice to each Qualified Investor (as defined below) at the address
specified in such Qualified Investors Master Purchasers Letter as
promptly as practicable after its receipt of such notice from the
Trust.  The Trust will, within 3 0 days after such notice is given to
the Paying Agent, pay to the Paying Agent (who will then distribute to
the Qualified Investors), out of funds legally available therefor, an
amount equal to the aggregate Gross-up Dividends (as defined below)
with respect to all Nonqualifying Distributions made to Qualified
Investors during the fiscal year in question.  A Qualified Investor
is a Beneficial Owner during such fiscal year of a
- -135-


share or shares of RP to whom Nonqualifying Distributions were
made during such fiscal year.
     A Gross-up Dividend means payment to a Qualified Investor of an
amount which, when taken together with the aggregate Nonqualifying
Distributions paid to such Qualified Investor during the fiscal year
in question, would cause such Qualified Investors net yield in dollars
for such fiscal year (after Federal income tax consequences) from the
aggregate of both the Nonqualifying Distributions (determined without
regard to the Gross-Up Dividend) and the Gross-up Dividend to be
equal to the net yield in dollars for such fiscal year (after Federal
income tax consequences) which would have been received by such
Qualified Investor if the amount of the aggregate Nonqualifying
Distributions had been so designated.  Such Gross-up Dividend shall be
calculated (i) without consideration being given to the time value of
money; (ii) assuming that no Qualified Investor is subject to the
alternative minimum tax with respect to dividends received from the
Trust; and (iii) assuming that each Nonqualifying Distribution and
Gross-Up Dividend (to the extent that such Gross-up Dividend is not
exempt from Federal income tax) would be taxable in the hands of each
Qualified Investor at the maximum marginal corporate Federal income
tax rate in effect during the fiscal year in question.
- -136-


     All such designations made by the Trust in good faith following
the end of each fiscal year of the Trust and all other determinations
made by the Trust in good faith with respect to dividends on the
shares of RP shall be binding and conclusive for all purposes of
determining the amount of Gross-up Dividends required to be made
under this paragraph 3(1).  Notwithstanding anything to the contrary
contained herein, no Gross-up Dividends shall be required to be made
under this paragraph 3(1) if dividends on the shares of RP are not
excludable from the gross income of a Qualified Investor for any
reason other than as specifically provided above or if for any reason
the Trust is subsequently required to revise any such designations.
      4.   Redemption.  Shares of RP shall be redeemable by the Trust
as provided below:
      (a)  To the extent permitted under the 1940 Act and
Massachusetts Law, upon giving a Notice of Redemption, the Trust at
its option may redeem shares of RP, in whole or in part, on the next
succeeding scheduled Dividend Payment Date applicable to those shares
of RP called for redemption, out of funds legally available therefor,
at a redemption price equal to $100,000 per share plus an amount equal
to dividends thereon (whether or not earned or declared) accumulated
but unpaid to the date fixed for redemption plus the premium, if any,
resulting from the designation of a Premium Call Period;
- -137-


provided that, no share of RP shall be subject to redemption pursuant
to this paragraph 4(a) on any Dividend Payment Date during a Non-Call
Period to which it is subject.  The Trust may not give a Notice of
Redemption relating to an optional redemption as described in
paragraph 4(a) unless, at the time of giving such Notice of
Redemption, the Trust has available Deposit Securities with maturity
or tender dates not later than the day preceding the applicable
redemption date and having a Discounted Value not less than the
amount due to Beneficial Owners by reason of the redemption of their
shares of RP on such redemption date.
      (b)  The Trust shall redeem, out of funds legally available
therefor, at a redemption price of $100,000 per share plus
accumulated but unpaid dividends (whether or not earned or declared)
to the date fixed by the Board of Trustees for redemption plus the
premium, if any, resulting from the designation of a Premium Call
Period, certain of the shares of RP to the extent permitted under the
194 0 Act and Massachusetts law, if the Trust fails to maintain the
RP Basic Maintenance Amount or the 1940 Act RP Asset Coverage and
such failure is not cured on or before the RP Basic Maintenance Cure
Date or the 1940 Act Cure Date (herein referred to respectively as
the Cure Date), as the case may be.  The number of shares of RP to be
redeemed shall be equal to the lesser of (i) the minimum number of
shares of RP the
- -138-


redemption of which, if deemed to have occurred immediately prior to
the opening of business on the Cure Date, together with all other
Preferred Shares subject to redemption or retirement, would result in
the satisfaction of the RP Basic Maintenance Amount or the 1940 Act
Asset Coverage, as the case may be, on such Cure Date (provided that,
if there is no such minimum number of shares of RP and other Preferred
Shares the redemption of which would have such result, all shares of
RP then outstanding shall be redeemed), and (ii) the maximum number of
shares of RP, together with all other Preferred Shares subject to
redemption or retirement that can be redeemed out of funds expected to
be legally available therefor.  In determining the number of shares of
RP required to be redeemed in accordance with the foregoing, the Trust
shall allocate the number required to be redeemed to satisfy the RP
Basic Maintenance Amount or the 1940 Act RP Asset Coverage, as the
case may be, pro rata among shares of RP and other series of Preferred
Shares subject to redemption provisions similar to those contained in
this paragraph 4(b) , except as set forth herein.  The Trust shall
effect such redemption not later than 45 days after such Cure Date,
except that if the Trust does not have funds legally available for the
redemption of all of the required number of shares of RP and other
Preferred Shares which are subject to mandatory redemption or the
Trust otherwise is unable to
- -139-


effect such redemption on or prior to 45 days after such Cure Date,
the Trust shall redeem those shares of RP and other Preferred Shares
which it was unable to redeem on the earliest practicable date on
which it is able to effect such redemption.
      Any share of RP shall be subject to mandatory redemption
regardless of whether such share is subject to a Non-Call Period
provided that share of RP subject to a Non-Call Period will only be
subject to redemption to the extent that the other shares of RP are
not available to satisfy the number of shares required to be redeemed.
In such event, such shares subject to a Non-Call Period will be
selected for redemption in an ascending order of outstanding Non-Call
Period (with shares with the lowest number of days remaining in the
period to be called first) and by lot in the event of equal
outstanding Non-Call Periods.
      (c)  Subject to paragraph 4(d) of this Part I, if fewer than all
the outstanding shares of RP are to be redeemed pursuant to this
paragraph 4, the number of shares of RP so to be redeemed shall be a
whole number of shares and shall be determined by the Board of
Trustees, and the Trust shall give a Notice of Redemption as provided
in paragraph 4(e) of this Part I, provided that no share of RP will
be subject to optional redemption on any Dividend Payment Date during
a Non-Call Period to which it is subject and shares of RP
- -140-


subject to a Non-Call Period will be subject to mandatory redemption
only on the basis described under paragraph 4(b) of this Part I.
Unless certificates representing shares of RP are held by Holders
other than the Securities Depository, or its nominee, the Paying Agent
upon receipt of such notice, shall determine from among shares
eligible for redemption the number of shares of RP to be redeemed pro
rata from each Dividend Period which is then eligible for redemption,
and shall give notice of such determination to the Securities
Depository; the Securities Depository thereupon shall determine by
lot on a Dividend Period basis pursuant to the allocation provided by
the Paying Agent the number of shares of RP to be redeemed from the
account of each Agent Member (which may include an Agent Member,
including a Remarketing Agent, holding shares for its own account),
and shall give notice of such determination to the Paying Agent.  The
Paying Agent, upon receipt of such notice, shall in turn determine by
lot the number of shares of RP from each Dividend Period to be
redeemed from the accounts of the Beneficial Owners of the shares of
RP whose Agent Members have been selected by the Securities
Depository and give notice of such determination to the Remarketing
Agents.  In doing so, the Paying Agent may determine that shares of
RP shall be redeemed from the accounts of some Beneficial Owners,
which
- -141-


may include the Remarketing Agents, without shares of RP being
redeemed from the accounts of other Beneficial Owners.
      (d)	Notwithstanding paragraph 4(c) of this Part I, if any
certificates representing shares of RP are held by Holders other
than the Securities Depository or its nominee, then the shares
of RP to be redeemed shall be selected by the Trust pro rata
from among Dividend Periods and by lot from among shares within
each Dividend Period.
      (e)	Any Notice of Redemption with respect to shares of RP
shall be given (A) in the case of optional redemption pursuant
to paragraph 4(a) of this Part I, by the Trust to the Paying
Agent, the Securities Depository (and any other Holder) and the
Remarketing Agents, by telephone, not later than 1:00 p.m. New
York City time (and later confirmed in writing) on (i) the
Settlement Date in the case of a partial redemption of the
shares of RP, (ii) the Tender Date in the case of a redemption
in whole of the shares of RP or (iii) during a Non-Payment
Period, the later of the Dividend Payment Date or the seventh
day prior to the earliest date upon which any such redemption
may occur and (B) in the case of a mandatory redemption pursuant
to paragraph 4(b) of this Part I, by the Trust to the Paying
Agent, the Securities Depository (and any Holder) and the
Remarketing Agents, by telephone, not later than 1:00 p.m., New
York City time (and later confirmed in writing) on the third
Business Day
- -142-


preceding the redemption date established by the Board of Trustees
and specified in such notice.  In the case of a partial redemption of
the shares of RP, the Paying Agent shall use its reasonable efforts to
provide telephonic notice to each Beneficial Owner of shares of RP
called for redemption not later than the close of business on the
Business Day on which the Paying Agent determines the shares to be
redeemed, as described in paragraph 4(c) of this Part I (or, if
certificates are held by persons other than the Securities Depository,
not later than the close of business on the Business Day immediately
following the day on which the Paying Agent receives a Notice of
Redemption from the Trust).  Such telephonic notice shall be confirmed
in writing to the Remarketing Agents, the Securities Depository and
to each Beneficial Owner of shares of RP called for redemption not
later than the close of business on the Business Day immediately
following the day on which the Paying Agent determines the shares to
be redeemed.  In the case of a redemption in whole of the shares of
RP, the Paying Agent shall use its reasonable efforts to provide
telephonic notice to each Beneficial Owner of shares of RP called for
redemption not later than the close of business on the Business Day
immediately following the day on which it receives a Notice of
Redemption from the Trust.  Such telephonic notice shall be confirmed
promptly in writing not
- -143-


later than the close of business on the second Business Day following
the day on which the Paying Agent receives a Notice of Redemption from
each Beneficial Owner of shares of RP called for redemption, the
Remarketing Agents and the Securities Depository.
      (f)  Every Notice of Redemption and other redemption notice
shall state:  (i) the redemption date; (ii) the number of shares of RP
to be redeemed; (iii) the redemption price; (iv) that dividends on the
shares of RP to be redeemed shall cease to accumulate as of such
redemption date; and (v) the provision of the Declaration of Trust or
the By-laws pursuant to which such shares are being redeemed.  In
addition, notice of redemption given to a Beneficial Owner shall
state the CUSIP number, if any, of the shares of RP to be redeemed
and the manner in which the Beneficial Owners of such shares may
obtain payment of the redemption price.  No defect in the Notice of
Redemption or other redemption notice or in the transmittal or the
mailing thereof shall affect the validity of the redemption
proceedings, except as required by applicable law.  The Paying Agent
shall use its reasonable efforts to cause the publication of a
redemption notice in an Authorized Newspaper within two Business Days
of the date of the Notice of Redemption, but failure so to publish
such notification shall not affect the validity or effectiveness of
any such redemption proceedings.  Shares of RP the
- -144-


Beneficial Owners of which shall have been given Notice of
Redemption shall not be subject to transfer outside of a
Remarketing.
(g)  On any redemption date, the Trust shall deposit, irrevocably in
trust, in same-day funds, with the Paying Agent, by 12:00 noon, New
York City time, $100,000 for each share of RP called for redemption
plus an amount equal to dividends thereon accumulated but unpaid to
such redemption date (whether or not earned or declared) plus the
premium, if any, resulting from the designation of a Premium Call
Period. (h)  In connection with any redemption, upon the giving of a
Notice of Redemption and the deposit of the funds necessary for such
redemption with the Paying Agent in accordance with this paragraph 4,
all rights of the Holders and Beneficial Owners of shares of RP so
called for redemption shall cease and terminate, except the right of
the Holders and Beneficial Owners thereof to receive the redemption
price thereof, inclusive of an amount equal to dividends (whether or
not earned or declared) accumulated but unpaid to the redemption date
plus the premium, if any, resulting from the designation of a Premium
Call Period, but without any interest or other additional amount
(except as provided in paragraphs 3(h) and 3(1) of this Part I), and
such shares shall no longer be deemed outstanding for any purpose.
The Trust shall be entitled to receive from the
- -145-


Paying Agent, promptly after the date fixed for redemption, any cash
deposited with the Paying Agent as aforesaid in excess of the sum of
(i) the aggregate redemption price of the shares of RP called for
redemption on such date and (ii) all other amounts to which Holders
and Beneficial Owners of shares of RP called for redemption 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.  Any funds so deposited with the Paying Agent which are
unclaimed at the end of ninety days from such redemption date shall,
to the extent permitted by law, be repaid to the Trust, after which
time the Holders and Beneficial Owners of shares of RP so called for
redemption shall look only to the Trust for payment of the redemption
price and all other amounts to which they may be entitled. If any
such unclaimed funds are repaid to the Trust, the Trust shall invest
such unclaimed funds in Deposit Securities with a maturity of no more
than one business day.
      (i)  To the extent that any redemption for which Notice of
Redemption has been given is not made by reason of the absence of
legally available funds therefor, such redemption shall be made as
soon as practicable to the extent such funds become available.
Failure to redeem shares of RP shall be deemed to exist at any time
after the date specified for redemption in a Notice of Redemption
when the Trust shall
- -146-


have failed, for any reason whatsoever, to deposit funds with the
Paying Agent pursuant to paragraph 4(g) of this Part I with respect to
any shares for which such Notice of Redemption has been given.
Notwithstanding the fact that the Trust may not have redeemed shares
of RP for which a Notice of Redemption has been given, dividends may
be declared and paid on shares of RP and shall include those shares of
RP for which a Notice of Redemption has been given.
      (j)  Notwithstanding any of the foregoing provisions of this
paragraph 4, the Remarketing Agents may, in their sole discretion,
modify the procedures set forth above with respect to notification of
redemption, provided that, any such modification does not adversely
affect any Holder or any ' Beneficial Owner of shares of RP or
materially alter the obligations of the Paying Agent; and further
provided that, the' Trust receives written confirmation from S&P that
any such modification would not impair the ratings then assigned by
S&P to shares of RP.
      (k)  In effecting any redemption pursuant to this paragraph
4, the Trust shall use all reasonable efforts to satisfy all
applicable procedural conditions precedent to effecting such
redemption under the 1940 Act and Massachusetts law.
      (1)  Notwithstanding the foregoing, (i) no share of RP may be
redeemed pursuant to paragraph 4(a) of this Part I
- -147-


unless the full amount of accumulated but unpaid dividends to the date
fixed for redemption for each such share of RP called for redemption
shall have been declared, and (ii) no share of RP may be redeemed
unless all outstanding shares of RP are simultaneously redeemed, nor
may any shares of RP be purchased or otherwise acquired by the Trust
except in accordance with a purchase offer made on substantially
equivalent terms by the Trust for all outstanding shares of RP,
unless, in each such instance, dividends on all outstanding shares of
RP through the end of their most recently ended Dividend Period (or,
if such transaction is on a Dividend Payment Date, through the
Dividend Period ending on the day prior to such Dividend Payment
Date) shall have been paid or declared and sufficient funds for the
payment thereof deposited with the Paying Agent.
      (m)  Except as set forth in this paragraph 4 with respect to
redemptions and subject to paragraph 4(1) hereof, nothing contained
herein shall limit any legal right of the Trust or any affiliate to
purchase or otherwise acquire any share of RP at any price.  Any
shares of RP which have been redeemed, purchased or otherwise
acquired by the Trust or any affiliate thereof may be resold.  In
lieu of redeeming shares called for redemption, the Trust shall have
the right to arrange for other purchasers to purchase from Beneficial
Owners all shares of RP to be redeemed pursuant to this
- -148-


paragraph 4, except those shares of RP to be redeemed pursuant to
paragraph 4(b) hereof, by their paying to such Beneficial Owners on
or before the close of business on the redemption date an amount
equal to not less than the redemption price payable by the Trust on
the redemption of such shares, and the obligation of the Trust to pay
such redemption price payable by the Trust on the redemption of such
shares, and the obligation of the Trust to pay such redemption price
shall be satisfied and discharged to the extent such payment is so
made by such purchasers.  Prior to the purchase of such shares by
such purchasers, the Trust shall notify each purchaser that such
shares have been called for redemption.
      5.   Liquidation.  (a) Upon a liquidation, dissolution or
winding up of the affairs of the Trust, whether voluntary or
involuntary, the Holders shall be entitled, whether from capital or
surplus, before any assets of the Trust shall be distributed among or
paid over to holders of Common Shares or any other class or series of
shares of the Trust ranking junior to the RP as to liquidation
payments, to be paid the amount of $100,000 per share of RP, plus an
amount equal to all accumulated but unpaid dividends thereon (whether
or not earned or declared) plus the premium, if any, resulting from
the designation of a Premium Call Period to but excluding the date of
final distribution in same-day funds.  After any such
- -149-


payment, the Holders and Beneficial Owners shall not be entitled to
any further participation in any distribution of assets of the
Trust.
      (b)  If, upon any such liquidation, dissolution or winding up of
the Trust, the assets of the Trust shall be insufficient to make such
full payments to the Holders and the holders of any Preferred Shares
ranking as to liquidation, dissolution or winding up on a parity with
the RP (including the Other RP), then such assets shall be
distributed among the Holders and such parity holders ratably in
accordance with the respective amounts which would be payable on such
shares of RP and any other such Preferred Shares if all amounts
thereof were paid in full.
       (c)  Neither the consolidation nor the merger of the Trust with
or into any corporation or corporations nor a reorganization of the
Trust alone nor the sale, lease or transfer by the Trust of all or
substantially all of its assets shall be deemed to be a dissolution
or liquidation of the Trust.
      6.   Voting Rights.  (a)  General.  Except as otherwise provided
in the Declaration of Trust or By-laws, each Holder of shares of RP
and each record holder of Common Shares shall be entitled to one vote
for each share held on each matter submitted to a vote of
shareholders of the Trust, and the holders of outstanding Preferred
Shares, including RP, and of
- -150-


Common Shares shall vote together as a single class; provided that, at
any meeting of the shareholders of the Trust held for the election of
trustees, the holders of outstanding Preferred Shares, including RP,
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 capital shares of the Trust, to elect two trustees of
the Trust, each Preferred Share, including RP, entitling the holder
thereof to one vote.  Subject to paragraph 6(b) hereof, the holders of
outstanding Common Shares and Preferred Shares, including RP, voting
together as a single class, shall elect the balance of the trustees.
      (b)  Right to Elect Majority of Board of Trustees. During any
period in which any one or more of the conditions described below
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, would constitute a majority of the Board of
Trustees as so increased by such smallest number; and the holders of
Preferred 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 capital shares of the Trust), to elect such
smallest number of additional trustees,
- -151-


together with the two trustees that such holders are in any event
entitled to elect.  A Voting Period shall commence:
      (i)  if at the close of business on any Dividend Payment Date
accumulated dividends (whether or not earned or declared, and whether
or not funds are then legally available in an amount sufficient
therefor) on the outstanding shares of RP 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 Paying
Agent for the payment of such accumulated dividends; or
      (ii)  if at any time holders of any other Preferred Shares are
entitled to elect a majority of the trustees of the Trust.  Upon the
termination of a Voting Period, the voting rights described in this
paragraph 6(b) shall cease, subject always, however, to the revesting
of such voting rights in the Holders upon the further occurrence of
any of the events described in this paragraph 6(b).
      (c)  Other Actions.  So long as any shares of RP are
outstanding, the Trust shall not, without the affirmative vote or
consent of the Holders of at least a majority of the shares of RP
outstanding at the time, in person or by proxy, either in writing or
at a meeting (voting separately as one class): (a) authorize, create
or issue or increase or decrease the authorized or issued amount of,
any class or series of stock ranking prior to or on a parity with the
RP
- -152-


with respect to payment of dividends or the distribution of assets on
liquidation (other than the Original RP), or increase or decrease the
authorized amount of RP; (b) amend, alter or repeal the provisions of
the Declaration of Trust and the By-laws, including this Section 12.2,
whether by merger, consolidation or otherwise, so as to affect
materially and adversely any preference, right or power of such
shares of RP or the Holders thereof; or (c) take any other action
which pursuant to Section 18(a)(2)(D) of the 1940 Act requires
approval by the Holders of a majority of the shares of RP outstanding
at the time; provided that, the issuance of not more than the 4,000
Preferred Shares authorized by this Section 12.2 and the creation and
issuance of the Original RP, and of series of Preferred Shares ranking
junior to the RP with respect to payment of dividends and the
distribution of assets on liquidation, will not be deemed to affect
such preferences, rights or powers unless such issuance would, at the
time thereof, cause the Trust not to satisfy the 1940 Act RP Asset
Coverage or the RP Basic Maintenance Amount.  Notwithstanding the
foregoing, so long as any shares of RP are outstanding, the Trust
shall not take any action described in Sections 4, 5 or 6 of Article
IX of the Declaration of Trust or amend the provisions of Section 1 of
Article IV, Sections 4, 5 or 6 of Article IX or the first sentence of
Section 9 of Article IX of the Declaration of
- -153-


Trust, without the affirmative vote or consent of the Holders of at
least two-thirds (or a majority if permitted by Sections 4, 5 or 6 of
Article IX of the Declaration of Trust) of the shares of RP and of
two-thirds (or a majority if permitted by Sections 4, 5 or 6. of
Article IX of the Declaration of Trust) of the Common Shares
outstanding at the time, in person or by proxy, either in writing or
at a meeting (each voting separately as a class).
The foregoing voting provisions shall not apply with respect to
shares of RP if, at or prior to the time when a vote is required,
such shares of RP shall have been (i) redeemed or (ii) called for
redemption and sufficient funds shall have been deposited in trust to
effect such redemption^ The Board of Trustees may without the vote or
consent of the Holders of RP from time to time amend, alter or repeal
any or all of the definitions of the terms listed below, and any such
amendment, alteration or repeal will not be deemed to affect the
preferences, rights or powers of shares of RP or the Holders thereof,
provided the Board of Trustees receives written confirmation from
Moodys and S&P that any such amendment, alteration or repeal would
not impair the ratings then assigned by Moodys and S&P to shares of
RP:
Deposit Securities	194 0 Act RP Asset Coverage
Discounted Value	Quarterly Valuation Date
- -154-


Dividend Coverage Amount     RP Basic Maintenance Amount
Dividend Coverage Assets     RP Basic Maintenance Cure Date
Market Value	RP Basic Maintenance Report
Minimum Liquidity Level      S&P Discount Factor Moodys
Discount Factor      S&P Eligible Asset Moodys Eligible
Asset       S&P Exposure Period Moodys Exposure Period
1940 Act Cure Date Valuation Date
      (d)  Voting Procedures.  (i)  As soon as practicable after the
accrual of any right of the holders of Preferred Shares to elect
additional trustees as described in paragraph 6(b) above, the Trust
shall notify the Paying Agent and the Paying 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 Paying Agent or if the Paying
Agent does not call such a special meeting, it may be called by any
such holder on like notice.  The record date for determining the
holders entitled to notice of and to vote at such special meeting
shall be the close of business on the fifth Business Day preceding
the day on which such notice is mailed.  At any such special meeting
and at each meeting held during a Voting Period, such holders, voting
together as a class (to the exclusion of the holders of all other
- -155-


securities and classes of capital shares of the Trust), shall be
entitled to elect the number of trustees prescribed in paragraph 6(b)
above on a one-vote-per-share basis.  At any such meeting or
adjournment thereof in the absence of a quorum, a majority of such
holders present in person or by proxy shall have the power to adjourn
the meeting without notice, other than an announcement at the
meeting, until a quorum is present.
      (ii)  For purposes of determining any rights of the Holders to
vote on any matter whether such right is created by this Section
12.2, by the other provisions of the Declaration of Trust and the By-
laws, by statute or otherwise, no Holder shall be entitled to vote
and no share of RP 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, sufficient funds for the redemption of
such shares have been deposited in trust with the Paying Agent for
that purpose and the requisite Notice of Redemption with respect to
such shares shall have been given as provided in paragraph 4 of this
Part I.  No share of RP held by the Trust or any affiliate of the
Trust shall have any voting rights or be deemed to be outstanding for
voting purposes.
- -156-


      (iii)  The terms of office of all persons who are trustees of
the Trust at the time of a special meeting of Holders and holders of
other Preferred Shares to elect trustees shall continue,
notwithstanding the election at such meeting by the Holders and such
other holders of the number of trustees that they are entitled to
elect, and the persons so elected by the Holders and such other
holders, together with the two incumbent trustees elected by the
Holders and such other holders of Preferred Shares and the remaining
incumbent trustees elected by the holders of the Common Shares and
Preferred Shares, shall constitute the duly elected trustees of the
Trust.
      (iv)  Simultaneously with the expiration of a Voting Period, the
terms of office of the additional trustees elected by the Holders and
holders of other Preferred Shares pursuant to paragraph 6(b) above
shall terminate, the remaining trustees shall constitute the trustees
of the Trust and the voting rights of the Holders and such other
holders to elect additional trustees pursuant to paragraph 6(b) above
shall cease, subject to the provisions of the last sentence of
paragraph 6(b)(ii).
      (e)  Exclusive Remedy.  Unless otherwise required by law, the
Holders of shares of RP shall not have any relative rights or
preferences or other special rights other than those specifically set
forth herein.  The Holders of shares
- -157-


of RP shall have no preemptive rights or rights to cumulative voting.
In the event that the Trust fails to pay any dividends on the shares
of RP, the exclusive remedy of the Holders shall be the right to vote
for trustees pursuant to the provisions of this paragraph 6.  In no
event shall the Holders of shares of RP have any right to sue for, or
bring a proceeding with respect to, such dividends or redemptions or
damages for the failure to receive the same.
      (f)  Notification to S&P.  In the event a vote of Holders of RP
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 S&P that such vote is
to be taken and the nature of the action with respect to which such
vote is to be taken.
      7.	1940 Act RP Asset Coverage.  The Trust shall maintain, as of
the last Business Day of each month in which any share of RP is
outstanding, the 194 0 Act RP Asset Coverage.
      8.	RP Basic Maintenance Amount.  (a)  The Trust shall maintain,
on each Valuation Date, and shall verify to its satisfaction that it
is maintaining on such Valuation Date, (i) S&P Eligible Assets having
an aggregate Discounted Value equal to or greater than the RP Basic
Maintenance Amount and (ii) Moodys Eligible Assets having an
aggregate Discounted
- -158-


Value equal to or greater than the RP Basic Maintenance Amount.
Upon any failure to maintain the required Discounted Value, the
Trust will use its best efforts to alter the composition of its
portfolio to reattain the RP Basic Maintenance Amount on or
prior to the RP Basic Maintenance Cure Date.
      (b)	The Trust will deliver an RP Basic Maintenance Report
to the Remarketing Agents, the Paying Agent, Moodys and S&P as
of (i) the fifteenth day of each month (or, if such day is not a
Business Day, the next succeeding Business Day) and (ii) the
last Business Day of each month, in each case on or before 5:00
p.m., New York City time, on the third Business Day after such
day.
      (c)	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 RP Basic Maintenance Amount, the Trust
shall complete and deliver to the Remarketing Agents, the Paying
Agent, Moodys and S&P an RP Basic Maintenance Report as of the
date of such failure.
      (d)	On or before 5:00 p.m., New York City time, on the
third Business Day after a Valuation Date on which the Trust
cures any failure to satisfy the RP Basic Maintenance Amount,
the Trust shall complete and deliver to the Remarketing
Agents, the Paying Agent, Moodys and S&P an RP Basic
Maintenance Report as of the date of such cure.
- -159-


      (e)  An RP Basic Maintenance Report or Accountants Confirmation
will be deemed to have been delivered to the Remarketing Agents, the
Paying Agent, Moodys and S&P if Remarketing Agents, the Paying Agent,
Moodys and S&P receive a copy or telecopy, telex or other electronic
transcription thereof and on the same day the Trust mails to the
Remarketing Agents, the Paying Agent, Moodys and S&P for delivery on
the next Business Day the full RP Basic Maintenance Report.  A
failure by the Trust to deliver an RP Basic Maintenance Report under
subparagraph (b), (c) or (d) of this paragraph 8 shall be deemed to be
delivery of an RP Basic Maintenance Report indicating that the
Discounted Value for all assets of the Trust is less than the RP Basic
Maintenance Amount, as of the relevant Valuation Date.
      (f)  Within ten Business Days after the date of delivery to the
Remarketing Agents, the Paying Agent, S&P and Moodys of an RP Basic
Maintenance Report in accordance with paragraph 8(b) above relating
to a Quarterly Valuation Date, the Independent Accountant will
confirm in writing to the Remarketing Agents, the Paying Agent, S&P
and Moodys (i) the mathematical accuracy of the calculations
reflected in such Report (and in any other RP Basic Maintenance
Report, randomly-selected by the Independent Accountant, that was
delivered by the Trust during the quarter ending on such Quarterly
Valuation Date); (ii) that, in such Report (and in
- -160-


such randomly selected Report), (a) the Trust determined in
accordance with this Section 12.2 whether the Trust had, at such
Quarterly Valuation Date (and at the Valuation Date addressed in such
randomly-selected Report), S&P Eligible Assets of an aggregate
Discounted Value at least equal to the RP Basic Maintenance Amount and
Moodys Eligible Assets of an aggregate Discounted Value at least equal
to the RP Basic Maintenance Amount, (b) the aggregate amount of
Deposit Securities equals the Dividend Coverage Amount, and (c) the
Market Value of Portfolio Securities as determined by the Pricing
Service equals the mean between the quoted bid and asked price or the
yield equivalent (when quotations are readily available); and (iii)
the accuracy of the description of Eligible Assets as stated in the RP
Basic Maintenance Report (such confirmation is herein called the
Accountants Confirmation).
      (g)  Within ten Business Days after the date of delivery to the
Remarketing Agents, the Paying Agent, S&P and Moodys of an RP Basic
Maintenance Report in accordance with paragraph 8(c) above relating
to any Valuation Date on which the Trust failed to maintain the RP
Basic Maintenance Amount, the Independent Accountant will provide to
the Remarketing Agents, Paying Agent, S&P and Moodys an Accountants
Confirmation as to such RP Basic Maintenance Report.
- -161-


      (h)  Within ten Business Days after the date of delivery to the
Remarketing Agents, the Paying Agent, S&P and Moodys of an RP Basic
Maintenance Report in accordance with paragraph 8(d) above relating
to any Valuation Date on which the Trust cured any failure to satisfy
the RP Basic Maintenance Amount, the Independent Accountant will
provide to the Remarketing Agents, the Paying Agent, S&P and Moodys
an Accountants Confirmation as to such RP Basic Maintenance Report.
      (i)  If any Accountants Confirmation delivered pursuant to
subparagraph (f), (g) or (h) of this paragraph 8 shows that an error
was made in the RP Basic Maintenance Report for a particular
Valuation Date for which such Accountants Confirmation was required to
be delivered, or shows that a lower aggregate Discounted Value for the
aggregate of all S&P Eligible Assets or Moodys Eligible Assets, 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 RP Basic
Maintenance Report to the Remarketing Agents, the Paying Agent, S&P
and Moodys promptly following receipt by the Trust of such
Accountants Confirmation.
- -162-


      9.	Minimum Liquidity Level.  The Trust shall be
required to have, as of each Valuation Date, Dividend
Coverage Assets with respect to shares of RP of each then
outstanding Dividend Period having a Discounted Value not
less than the Dividend Coverage Amount with respect to shares
of such Dividend Period.
      10.	Restrictions on Certain Distributions.  For so long
as any share of RP is outstanding, (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 options, warrants or rights to subscribe for or
purchase, Common Shares or other shares, if any, ranking
junior to or on a parity with the shares of RP as to
dividends and upon liquidation) in respect of the Common
Shares, RP or any other shares of the Trust ranking junior to
or on a parity with the shares of RP as to dividends or upon
liquidation, 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 RP as to dividends and upon liquidation), unless (i) full
cumulative dividends on shares of RP and Other RP through
their most recently ended respective Dividend Periods (or, if
such transaction is on a Dividend Payment Date, through the
Dividend Period ending on the day prior to such Dividend
- -163-


Payment Date) shall have been paid or shall have been declared and
sufficient funds for the payment thereof deposited with the Paying
Agent and (ii) the Trust has redeemed the full number of shares of RP
and Other RP required to be redeemed by any provision for mandatory
redemption pertaining thereto, and (B) the Trust will not declare,
pay or set apart for payment any dividend or other distribution
(other than a dividend or distribution paid in shares of, or options,
warrants or rights to subscribe for or purchase, Common Shares or
other shares, if any, ranking junior to shares of RP as to dividends
and upon liquidation) in respect of Common Shares or any other shares
of the Trust ranking junior to or on a parity with shares of RP as to
dividends or upon liquidation, 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 RP as to dividends
and upon liquidation), unless immediately after such transaction the
Discounted Value of the Trusts portfolio would at least equal the RP
Basic Maintenance Amount.
      11.  Notice.  All notices or communications, unless otherwise
specified in these By-laws, shall be sufficiently given if in writing
and delivered in person or mailed by first-class mail, postage
prepaid.  Notice shall be deemed
- -164-


given on the earlier of the date received or the date seven days
after which such notice is mailed.
      12.  Certain Other Restrictions.  For so long as any
shares of RP are outstanding,
      (a)  the Trust will not, unless it has received written
confirmation from Moodys and S&P that any such action would not
impair the ratings then assigned by Moodys and S&P to shares of
RP, engage in any one or more of the following transactions:
      (i) borrow money if the RP Basic Maintenance Amount
would not be satisfied after giving effect to such
borrowing; or
      (ii) borrow, in the aggregate, money in excess of the
lesser of $10,000,000 or the product of the number of shares
of RP and Other RP outstanding multiplied by $10,000 or 10%
of the total assets of the Trust; or
      (iii) borrow any money except for the purpose of
clearing portfolio transactions; or
(iv)  lend portfolio securities;
      (b)	the Trust shall not buy or sell futures contracts or
write put or call options except in accordance with the
guidelines established and revised, from time to time, by each
of Moodys and S&P; and
      (c)	for purposes of S&P and Moodys rating of the shares RP,
the Trust shall give to each of S&P and Moodys
- -165-


prompt written notice of:  (i) any material change to the Declaration
of Trust or Article XII of the By-laws; (ii) any failure to declare or
pay any dividend on the shares of RP; . (iii) any mandatory or
optional redemption of the shares of RP; (iv) any assumption of
control of the Board of Trustees by the Holders of shares of RP
pursuant to Section 6(b) of this Part I; (v) in the event the Trust
shall not be a party to a pricing services agreement and dealer
quotes on assets are not available; (vi) in the event that the
Applicable Dividend Rate equals or exceeds 95% of AA Composite
Commercial Paper Rate; (vii) a change in dividend period; (viii) any
person owning more than 5% of Trusts Common Shares; (ix) a change in
Internal Revenue Service rules on Gross-up Dividends relating to the
operation of the Trust; and (x) a change in pricing service.
- -166-


PART II. REMARKETING
PROCEDURES
      1.	Remarketing Schedule. Each Remarketing for shares of RP shall
take place over a three-day period consisting of the Tender Date, the
Dividend Reset Date and the Settlement Date.  Such dates or the
method of establishing such dates shall be determined by the Board of
Trustees from time to time.
      2.	Procedure for Tendering.  (a) Each share of RP is subject to
Tender and Dividend Reset only at the end of each Dividend Period
applicable to such share and may be tendered in the Remarketing which
commences on the Tender Date immediately prior to the end of the
current Dividend Period with respect thereto.  By 12:00 noon, New York
City time,, on each such Tender Date, the Remarketing Agents shall,
after canvassing the market and considering prevailing market
conditions at the time for shares of RP and similar securities,
provide Beneficial Owners non-binding indications of the Applicable
Dividend Rate for the next succeeding 7-day Dividend Period, 28-day
Dividend Period and any Optional Dividend Period or, if applicable, a
Special Dividend Period; provided that, if the Board of Trustees has
designated a Special Dividend Period with respect to all shares of RP
subject to Tender and Dividend Reset, the Remarketing Agents will
provide to Beneficial Owners of shares of RP a non-
- -167-


binding indication only of the Applicable Dividend Rate for such
Special Dividend Period.  The actual Applicable Dividend Rates for
such Dividend Periods may be greater than or less than the rate
indicated in such non-binding indications (but not greater than the
applicable Maximum Dividend Rate).  By 1:00 p.m., New York City time,
on such Tender Date, each Beneficial Owner of shares of RP subject to
the Tender and Dividend Reset must notify a Remarketing Agent of its
desire, on a share-by-share basis, either to tender such share of RP
at a price of $100,000 per share or to continue to hold such share of
RP and elect either a 7-day Dividend Period, a 28-day Dividend Period
or a specific available Optional Dividend Period or, if applicable,
accept a designated Special Dividend Period at the new Applicable
Dividend Rate for the selected or designated, as the case may be,
Dividend Period. Any notice given to a Remarketing Agent to tender or
hold shares for a particular Dividend Period shall be irrevocable and
shall not be conditioned upon the level at which the Applicable
Dividend Rate or Rates is established.  Any such notice may not be
waived by the Remarketing Agents, except that prior to 4:00 p.m., New
York City time, on a Dividend Reset Date, a Remarketing Agent may, in
its sole discretion, (i) at the request of a Beneficial Owner that has
tendered one or more shares to such Remarketing Agent, waive such
Beneficial Owners tender, and thereby enable such Beneficial
- -168-


Owner to continue to hold the share or shares for a 7-day Dividend
Period, 2 8-day Dividend Period or available Optional Dividend Period
or, if applicable, a designated Special Dividend Period, as agreed to
by such Beneficial Owner and such Remarketing Agent at such time, so
long as such tendering Beneficial Owner has indicated to such
Remarketing Agent that it would accept the new Applicable Dividend
Rate for such Dividend Period, such waiver to be contingent upon the
Remarketing Agents ability to remarket all shares of RP tendered in
such Remarketing, and (ii) at the request of a Beneficial Owner that
has elected to hold one or more of its shares of RP, waive such
Beneficial Owners election with respect thereto.
      (b) The right of each Beneficial Owner to tender shares of RP in
a Remarketing shall be limited to the extent that (i) the Remarketing
Agents conduct a Remarketing pursuant to the terms of the Remarketing
Agreement, (ii) shares tendered have not been called for redemption
and (iii) the Remarketing Agents are able to find a purchaser or
purchasers for tendered shares of RP at an Applicable Dividend Rate
or Rates for the next Dividend Period or Periods that is not in
excess of the Maximum Dividend Rate or Rates for such Dividend
Period or Periods.
      3.  Determination of Applicable Dividend Rates.  (a) Between
1:00 p.m., New York City time, on each Tender Date
- -169-


and 4:00 p.m., New York City time, on the succeeding Dividend Reset
Date, the Remarketing Agents shall determine (i) unless the Board of
Trustees has designated such next Dividend Period as a Special
Dividend Period with respect to all shares subject to Tender and
Dividend Reset, the allocation of tendered shares of RP among a 7-day
Dividend Period, a 28-day Dividend Period and each available Optional
Dividend Period, if any, and, if applicable, a Special Dividend Period
(provided that, if the Remarketing Agents are unable to remarket on
such Dividend Reset Date all such tendered shares in a Remarketing at
a price of $100,000 per share, then the Remarketing Agents shall
allocate no shares to any Optional Dividend Period and no shares will
be assigned to any Special Dividend Period and such shares shall be
allocated to a 7-day Dividend Period) and (ii) the Applicable
Dividend Rates to the nearest one-thousandth (0.001) of one percent
per annum for the next 7-day Dividend Period, the next 28-day
Dividend Period and the next Optional Dividend Period or Periods or
the next designated Special Dividend Period, as the case may be.  The
Applicable Dividend Rate for each such Dividend Period, except as
otherwise required herein, shall be the dividend rate per annum which
the Remarketing Agents determine, in their sole judgment, to be the
lowest rate, giving effect to such allocation, that will enable them
to remarket on behalf of the Beneficial Owners thereof all
- -170-


shares of RP subject to Tender and Dividend Reset in such
Remarketing and tendered to them on such Tender Date at a price
of $100,000 per share.
      (b)  If no Applicable Dividend Rate shall have been established
on a Dividend Reset Date in a Remarketing for a 7-day Dividend
Period, a 28-day Dividend Period or Optional Dividend Period or
Periods or Special Dividend Period, if any, or for any or all of the
foregoing, for any reason (other than because there are no Remarketing
Agents, the Remarketing Agents are not required to conduct a
Remarketing pursuant to the terms of the Remarketing Agreement or the
Remarketing Agents are unable to remarket on the Dividend Reset Date
all shares of RP tendered (or deemed tendered) to them at a price of
$100,000 per share), then the Remarketing Agents, in their sole
discretion, shall, if necessary and except during a Non-Payment
Period, after taking into account market conditions as reflected in
the prevailing yields on fixed and variable rate taxable and tax-
exempt debt securities and the prevailing dividend yields of fixed
and variable rate preferred stock, determine the Applicable Dividend
Rate or Rates, as the case may be, that would be the rate or rates per
annum that would be the initial dividend rate or rates in an offering
on such Dividend Reset Date, assuming in each case a comparable
dividend period or periods, issuer and security.  If there is no
Remarketing
- -171-


because there are no Remarketing Agents or the Remarketing Agents are
not required to conduct a Remarketing pursuant to the Remarketing
Agreement or if the Remarketing Agents are unable to remarket on the
Dividend Reset Date all shares of RP tendered (or deemed tendered) to
them at a price of $100,000 per share, then, except during a Non-
Payment Period, the Applicable Dividend Rate for the subsequent
Dividend Period and for each subsequent Dividend Period for which no
Remarketing takes place because of the foregoing shall be the
applicable Maximum Dividend Rate for a 7-day Dividend Period and the
next succeeding Dividend Period shall be a 7-day Dividend Period.  In
a Remarketing, the Applicable Dividend Rates for different Dividend
Periods need not be equal.
      (c)  In determining such Applicable Dividend Rate or Rates, and
making such allocation, the Remarketing Agents shall, after taking
into account market conditions as reflected in the prevailing yields
on fixed and variable rate taxable and tax-exempt debt securities and
the prevailing dividend yields of fixed and variable rate preferred
stock determined for the purpose of providing non-binding indications
of the Applicable Dividend Rate to Beneficial Owners and potential
purchasers of shares of RP, (i) consider the number of shares of RP
tendered and the number of shares of RP potential purchasers are
willing to purchase and (ii) contact by telephone or otherwise
current and potential
- -172-


Beneficial Owners of shares of RP subject to Tender and Dividend
Reset to ascertain the dividend rates at which they would be
willing to hold shares of RP.
      (d)	The Applicable Dividend Rate or Rates as well as the
allocation of tendered shares of RP shall be determined as
aforesaid by the Remarketing Agents in their sole discretion
(except as otherwise provided in this Section 12.2 with respect
to Applicable Dividend Rates that shall be the Non-Payment
Period Rate or the Maximum Dividend Rates) and shall be
conclusive and binding on Holders and Beneficial Owners.
      (e)	Except during a Non-Payment Period, the Applicable
Dividend Rate for any Dividend Period shall not be more than
the applicable Maximum Dividend Rate.
     4.  Allocation of Shares; Failure to Remarket at $100,000
Per Share.  (a) If the Remarketing Agents are unable to remarket
by 4:00 p.m., New York City time, on a Dividend Reset Date all
shares of RP tendered to them in the related Remarketing (which
are subject to Tender or Dividend Reset in such Remarketing) at
a price of $100,000 per share, (i) each Beneficial Owner that
tendered or was deemed to have tendered shares of RP for sale
shall sell a number of shares of RP on a pro rata basis, to the
extent practicable, or by lot, as determined by the Remarketing
Agents in their sole discretion, based on the number of orders
to purchase shares
- -173-


of RP in such Remarketing; (ii) the next Dividend Period shall be a
7-day Dividend Period for all tendered (or deemed tendered) but
unsold shares (which are subject to Tender and Dividend Reset in such
Remarketing) and the Applicable Dividend Rates shall be the
applicable Maximum Dividend Rates.
      (b)  If the allocation procedures described above would result in
the sale of a fraction of a share of RP, the Remarketing Agents
shall, in their sole discretion, round up or down the number of
shares of RP sold by each Beneficial Owner on the applicable Dividend
Reset Date so that each share sold by a Beneficial Owner shall be a
whole share of RP, and the total number of shares sold equals the
total number of shares purchased on such Dividend Reset Date.
      5.  Notification of Results; Settlement.  (a)  By telephone at
approximately 4:30 p.m., New York City time, on each Dividend Reset
Date with respect to shares of RP, the Remarketing Agents shall
advise each Beneficial Owner of tendered shares and each purchaser
thereof (or the Agent Member thereof) (i) of the number of shares
such Beneficial Owner or purchaser is to sell or purchase and (ii) to
give instructions to its Agent Member to deliver such shares against
payment therefor or to pay the purchase price against delivery as
appropriate.  The Remarketing Agents will also advise each Beneficial
Owner or purchaser that is to continue
- -174-


to hold, or to purchase, shares with a Dividend Period beginning on
the Business Day following such Dividend Reset Date of the lengths of
such Applicable Dividend Periods and the Dividend Rate for such
shares.
      (b)  In accordance with the Securities Depositorys normal
procedures, on the Settlement Date, the transactions described above
with respect to each share of RP shall be executed through the
Securities Depository, if the Securities Depository or its nominee
holds or is to hold the certificate relating to the shares to be
purchased, and the accounts of the respective Agent Members of the
Securities Depository shall be debited and credited and shares
delivered by book entry as necessary to effect the purchases and
sales of shares of RP and the changes in the types of Dividend Periods
as determined in the related Remarketing.  Purchasers of shares of RP
shall make payment to the Paying Agent in same-day funds against
delivery to other purchasers or their nominees of one or more
certificates representing shares of RP, or, if the Securities
Depository or its nominee holds or is to hold the certificate
relating to the shares to be purchased, through their Agent Members
in same-day funds to the Securities Depository against delivery by
book entry of shares of RP through their Agent Members.  The
Securities Depository shall make payment in accordance with its normal
procedures.
- -175-


      (c)	If any Beneficial Owner selling shares of RP in a
Remarketing fails to deliver such shares, the Agent Member of
such selling Beneficial Owner and of any other person that was to
have purchased shares of RP in such Remarketing may deliver to
any such other person a number of whole shares of RP that is less
than the number of shares that otherwise was to be purchased by
such person.  In such event, the number of shares of RP to be so
delivered shall be determined by such Agent Member.  Delivery of
such lesser number of shares of RP shall constitute good
delivery.
      (d)	The Remarketing Agents, the Paying Agent and the
Securities Depository each will use its reasonable commercial
efforts to meet the timing requirements set forth in paragraphs
(a) and (b) above; provided that, in the event that there is a
delay in the occurrence of any delivery or other event connection
with a Remarketing, the Remarketing Agent, the Paying Agent and
the Securities Depository each will use its reasonable commercial
efforts to accommodate such delivery in furtherance of the
Remarketing.
      (e)	Notwithstanding any of the foregoing provisions of
this paragraph 5, the Remarketing Agents may, in their sole
discretion, modify the settlement procedures set forth above
with respect to any Remarketing, provided any such
modification does not adversely affect the Beneficial Owners
or the Holders of RP or the Trust.
- -176-


     6.  Purchase of Shares of RP by Remarketing Agents.  The
Remarketing Agents may purchase for their own accounts shares of RP in
a Remarketing, provided that they purchase all tendered (or deemed
tendered) shares of RP not sold in such Remarketing to other
purchasers and that the Applicable Dividend Rate established with
respect to such shares in such Remarketing is not higher than the
Applicable Dividend Rate or Rates that would have been established if
the Remarketing Agents had not purchased such shares.  Except as
provided in the previous sentence, the Remarketing Agents shall not
be obligated to purchase any shares of RP that would otherwise remain
unsold in a Remarketing.  If the Remarketing Agents own any shares of
RP subject to a Remarketing immediately prior to such Remarketing and
if all other shares subject to such Remarketing and rendered for sale
by other Beneficial Owners of shares of RP have been sold in such
Remarketing, then the Remarketing Agents may sell such number of
their shares in such Remarketing as there are outstanding orders to
purchase that have not been filled by shares tendered for sale by
other Beneficial Owners.  Neither the Trust, the Paying Agent nor any
of the Remarketing Agents shall be obligated in any case to provide
funds to make payment to a Beneficial Owner upon such Beneficial
Owners tender of its shares of RP in a Remarketing.
- -177-


      7.	Applicable Dividend Rate During a Non-Payment Period.  So
long as a Non-Payment Period shall continue, paragraphs 1, 2, 3, 4, 5
and 6 of this Part II shall not be applicable to any of the Shares of
RP and the shares of RP shall not be subject to Tender and Dividend
Reset.
      8.	Transfers.  As a condition precedent to purchasing shares of
RP in any offering, in any Remarketing or outside any Remarketing,
each purchaser of shares of RP shall be required to sign and deliver a
Master Purchasers Letter. The sufficiency of any Master Purchasers
Letter is to be determined by the Remarketing Agents in their sole
discretion.  In a Master Purchasers Letter, such purchaser shall
agree, among other things, (i) unless the Trust has elected, during a
Non-Payment Period, to waive this requirement, to have its ownership
of such shares of RP maintained in book entry form by the Securities
Depository, for the account of a designated Agent Member which, in
turn, shall maintain records of such purchasers beneficial ownership,
(ii) to be conclusively bound by the remarketing procedures,
including the Remarketing Agents determination of the Applicable
Dividend Rates and the applicable Dividend Periods, (iii) to the
payment of dividends at different rates to different Holders of shares
of RP depending on the type of Dividend Period selected by such
Holders, (iv) that its notice to tender shares of RP in a Remarketing
shall
- -178-


constitute an irrevocable offer, except as set forth in such Master
Purchasers Letter, to sell the shares specified in such notice and
authorization to the Remarketing Agents to sell, transfer or
otherwise dispose of such shares as set forth herein and (v) unless
the Trust shall have elected, during a Non-Payment Period, to waive
this requirement, to sell, transfer or otherwise dispose of any share
of RP held by it only pursuant to orders placed in a Remarketing
therefor or to a person that has signed and delivered a Master
Purchasers Letter as providing herein, and, in the case of any
transfer other than pursuant to a Remarketing, to ensure that an Agent
Member advises a Remarketing Agent of such transfer.  The Agent
Member shall be authorized and instructed to disclose to any
Remarketing Agent and/or the Paying Agent such information with
respect to such purchasers beneficial ownership as a Remarketing
Agent or the Paying Agent shall request.
      9.	Miscellaneous.  To the extent permitted by
applicable law, the Board of Trustees of the Trust may
interpret or adjust the provisions hereof to resolve any
inconsistency or ambiguity, or to remedy any formal defect.
      10.	Securities Depository; Shares Certificates.  (a) If
there is a Securities Depository, an appropriate number of
certificates for all of the shares of RP shall be issued to
the Securities Depository and registered in the name of the
- -179-


Securities Depository or its nominee.  Additional certificates may be
issued as necessary to represent shares of RP having Optional
Dividend Periods or Special Dividend Periods.  All such certificates
shall bear a legend to the effect that such certificates are issued
subject to the provisions contained in this Section 12.2 and each
Master Purchasers Letter.  Unless the Trust shall have elected,
during a Non-Payment Period, to waive this requirement, the Trust
will also issue stop-transfer instructions to the Paying Agent for
the shares of RP.  Except as provided in paragraph (b) below, the
Securities Depository or its nominee will be the Holder, and no
Beneficial Owner shall receive certificates representing its
ownership interest in such shares.
      (b)  If the Applicable Dividend Rate applicable to all shares of
RP shall be the Non-Payment Period Rate or there is no Securities
Depository, the Trust may at its option issue one or more new
certificates with respect to such shares (without the legend referred
to in paragraph 10(a) of this Part II) registered in the names of the
Beneficial Owners or their nominees and rescind the stop-transfer
instructions referred to in paragraph 10(a) of this Part II with
respect to such shares.
- -180-


PUTNAM MANAGED MUNICIPAL TRUST
Amendment No. 2 to Bylaws
      WHEREAS, Article 13, Section 13.1 and Article 12, Section
12.1, Part I, paragraph 6(c) of the Bylaws (the Bylaws) of Putnam
Managed Municipal Trust (the Trust) permit the Trustees of the
Trust (the Trustees) to amend, alter or repeal the definitions of
certain listed terms contained in the Bylaws, subject to written
confirmation from Moodys Investors Service, Inc. (Moodys) and
Standard & Poors (S&P) that such amendment, alteration or repeal
will not affect the ratings then assigned to the Trusts
outstanding Remarketed Preferred Shares (Preferred Shares), and to
amend, alter or repeal any other provision of the Bylaws provided
that such amendment, alteration or repeal does not materially and
adversely affect any preference, right or power of the Preferred
Shares or any holder thereof;
      WHEREAS, the Trustees desire to amend the Bylaws so as to
eliminate the liquidity test contained in Article 12, Section
12.1, Part I, paragraph 9 of the Bylaws;
      WHEREAS, Moodys and S&P have confirmed to the Trust that the
deletion of the definitions of the terms Dividend Coverage Amount,
Dividend Coverage Assets and Minimum. Liquidity Level will not
impair their ratings of outstanding Preferred Shares; and
      WHEREAS, the Trustees have determined that, in the event that
the definitions of the terms Dividend Coverage Amount, Dividend
Coverage Assets and Minimum Liquidity Level are deleted, the
deletion of Article 12, Section 12.1, Part I, paragraphs
8(f)(ii)(b) and 9 of the Bylaws would not materially and adversely
affect any preference, right or power of the Preferred Shares or
any holder thereof;
NOW, THEREFORE, the Bylaws are hereby amended as follows:
1.	Article 12, Section 12.1, Part I, paragraph 1 of the Bylaws
is hereby amended by deleting the definitions of the terms
Dividend Coverage Amount, Dividend Coverage Assets and Minimum
Liquidity Level set forth therein;
2.	Article 12, Section 12.1, Part I, paragraph 8(f)(ii)(b) is
hereby deleted and Article 12, Section 12.1, Part I,
paragraph 8(f)(ii)(c) is hereby redesignated Article 12,
Section 12.1, Part I, paragraph 8(f)(ii)(b); and
3.	The text of Article 12, Section 12.1, Part I, paragraph 9 of
the Bylaws is hereby deleted and the word Reserved is hereby
substituted in its place.
This Amendment is effective as of January 5, 1996.


PUTNAM MANAGED MUNICIPAL TRUST
Amendment to Amended and Restated Bylaws
WHEREAS, Article 13, Section 13.1 of the Bylaws (the Bylaws) of
Putnam Managed Municipal Trust (the Trust) permits the Trustees
of the Trust (the Trustees) to amend or repeal the Bylaws;
WHEREAS, the Trustees desire to amend the Bylaws by adding a new
article thereto;
NOW, THEREFORE, the Bylaws are hereby amended as follows:
1.  The existing ARTICLE 13 shall be redesignated as ARTICLE 14.
2.  The content of Exhibit A attached hereto shall be added as
new ARTICLE 13.

This Amendment is effective as of March 9, 2001.

[The remainder of this page intentionally left blank]


Exhibit A
Please see the attached.

ARTICLE 13

Advance Notice of Shareholder Nominees for Trustee and Proposals
to Fix the Number of Trustees
13.1. Advance Notice of Shareholder Nominations of Trustees and
Proposals to Fix the Number of Trustees. Only persons who are
nominated in accordance with the following procedures shall be
eligible for election as Trustees, and no proposal to fix the
number of Trustees shall be brought before a meeting of
shareholders or otherwise transacted unless in accordance with
the following procedures, except as may be otherwise provided in
the Bylaws with respect to the right of holders of preferred
shares, if any, of the Trust to nominate and elect a specified
number of Trustees in certain circumstances.
(a) Meetings of Shareholders.
(1) Nominations of persons for election to the Board of Trustees
and proposals to fix the number of Trustees may be made at an
annual meeting of shareholders or at a special meeting of
shareholders in lieu of an annual meeting only (i) pursuant to
the notice of meeting given by or at the direction of the
Trustees pursuant to Article V, Section 2 of the Declaration of
Trust, (ii) by or at the direction of the Trustees (or any duly
authorized committee thereof) or the Chairman of the Trustees or
(iii) by any shareholder of the Trust who was a shareholder of
record at the time the notice provided for in this Section 13.1
is delivered to the Clerk of the Trust, who is entitled to vote
at the meeting and who complies with the notice procedures set
forth in subparagraph (2) of this paragraph (a) of this Section
13.1.
(2) For such nominations or proposals to be properly brought
before a meeting by a shareholder pursuant to clause (iii) of
paragraph (a) of this Section 13.1, the shareholder must have
given timely notice thereof in writing to the Clerk of the Trust
in accordance with paragraph (b) of this Section 13.1. The
shareholders notice shall contain, at a minimum, the information
set forth in paragraph (c) of this Section 13.1.
(b) Timely Notice.
(1) Annual Meeting. To be timely, a shareholders notice required
by subparagraph (2) of paragraph (a) of this Section 13.1 in
respect of an annual meeting shall be delivered to the Clerk at
the principal executive offices of the Trust not less than sixty
(60) nor more than ninety (90) days prior to the anniversary date
of the immediately preceding annual meeting; provided, however,
that with respect to the annual meeting to be held in the
calendar year 2001, notice by the shareholder in order to be
timely must be so received not less than thirty (30) days prior
to such anniversary date; provided further, however, if and only
if the annual meeting is not scheduled to be held on a date that
is within thirty (30) days before or after such anniversary date,
notice by the shareholder in order to be timely must be so
received no later than the close of business on the tenth (10th)
day following the earlier of the date on which notice of the date
of the annual meeting was mailed and the date on which public
announcement of the date of the annual meeting was first made.
(2) Special Meeting in Lieu of Annual Meeting. To be timely, a
shareholders notice required by subparagraph (2) of paragraph (a)
of this Section 13.1 in respect of a special meeting in lieu of
an annual meeting shall be delivered to the Clerk at the
principal executive offices of the Trust not later than the close
of business on the tenth (10th) day following the date on which
public announcement was first made of the date of the special
meeting.
(3) General. 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 a shareholders notice as described in this paragraph
(b) of this Section 13.1.
(c) Content of Shareholders Notice.
(1) Any shareholders notice required by this Section 13.1 shall
set forth as to each person, if any, whom the shareholder
proposes to nominate for election or re-election as a Trustee (i)
the persons name, age, date of birth, business address, residence
address and nationality; (ii) any other information regarding the
person required by each of paragraphs (a), (d), (e) and (f) of
Item 401 of Regulation S-K and paragraph (b) of Item 22 of Rule
14a-101 (Schedule 14A) under the Securities Exchange Act of 1934,
as amended (the Exchange Act); (iii) any other information
regarding the person 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; (iv) whether the
shareholder believes the person 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 the person that will be sufficient for the Trust to
make such determination; (v) the written consent of the person to
being named as a nominee and to serve as a Trustee if elected and
(vi) the class or series and number of all shares of beneficial
interest of the Trust owned beneficially or of record by the
person.  Any shareholders notice required by this Section 13.1 in
respect of a proposal to fix the number of Trustees shall also
set forth a description and the text of the proposal, which
description and text shall state a fixed number of Trustees that
otherwise complies with the Bylaws and the Declaration of Trust.
(2) Such shareholders notice further shall set forth as to the
shareholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination is made (i) the name and address
of the shareholder and such beneficial owner, as they appear on
the Trusts books; (ii) the class or series and number of all
shares of beneficial interest of the Trust owned beneficially and
of record by the shareholder and such beneficial owner; (iii) 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; (iv) a
representation that the shareholder intends to appear in person
or by proxy at the meeting to, as the case may be, (A) nominate
each person named in its notice and (B) make the proposal to fix
the number of Trustees as stated in its notice; and (v) 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 solicitation of proxies for election of
Trustees or directors pursuant to Section 14 of the Exchange Act
and the rules and regulations promulgated thereunder.
(3) The Trustees may require any proposed nominee to furnish such
other information as they may reasonably require to determine the
eligibility of such proposed nominee to serve as a Trustee.
(d) Authority to Determine Compliance with Procedures. 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 was made in compliance with the
procedures set forth in this Article 13 and elsewhere in the
Bylaws and in the Declaration of Trust and (ii) if any nomination
or proposal is not so in compliance to declare that such
nomination or proposal shall be disregarded.


PUTNAM MANAGED MUNICIPAL INCOME TRUST
AMENDMENT TO AMENDED AND RESTATED BYLAWS
      WHEREAS, Article 14, Section 14.1, of the Amended and
Restated Bylaws as last amended by an Amendment effective as of
March 9, 2001 (the Bylaws) of Putnam Managed Municipal Income
Trust (the Trust) permits the Trustees of the Trust (the
Trustees) to amend or repeal the Bylaws;
      WHEREAS, the Trustees desire to amend the Bylaws to remove
the requirement that each purchaser of preferred shares of the
Trust sign and deliver a Master Purchasers Letter (as currently
defined in the Bylaws);
      NOW, THEREFORE, the Bylaws are hereby amended as follows:
      Article 12, Section 12.1, Part I, paragraph 1 and Article
12, Section 12.2, Part I, paragraph 1 are hereby amended by
deleting the definition of Master Purchasers Letter.
      Exhibit A to Section 12.1 of Article 12 is hereby deleted.
      Article 12, Section 12.1, Part II, paragraph 8 and Article
12, Section 12.2, Part II, paragraph 8 are hereby amended, with
each such provision to read in its entirety as follows:
Unless the Trust has elected, during a Non-
Payment Period, to waive this requirement,
ownership of shares of RP will be maintained
in book entry form by the Securities
Depository, for the account of a designated
Agent Member which, in turn, shall maintain
records of such purchasers beneficial
ownership.
This Amendment is effective as of February 10, 2006.

3095387.02


PUTNAM MANAGED MUNICIPAL INCOME TRUST

Amendment to Amended and Restated Bylaws

      WHEREAS, Section 12.1, Part I, paragraph 6(c) and Section
12.2, Part I, paragraph 6(c) of the Bylaws (the Bylaws) of Putnam
Managed Municipal Income Trust (the Trust) permits the Trustees
of the Trust (the Trustees) to amend, alter or repeal certain
provisions of the Bylaws, subject to written confirmation from
Standard & Poors Rating Services (S&P) and Moodys Investor
Services, Inc. (Moodys) that such amendment, alteration or repeal
will not affect the ratings then assigned to the Trusts
outstanding Remarketed Preferred Shares (RP; terms used without
definition in this amendment have the respective meanings
ascribed to them in the Bylaws);
      WHEREAS, the Trustees desire to amend the definitions of
Moodys Discount Factor,Moodys Eligible Assets,S&P Discount Factor
and S&P Eligible Asset in Section 12.1, Part I, paragraph 1 and
Section 12.2, Part I, paragraph 1 of the Bylaws;
      WHEREAS, Moodys and S&P have confirmed to the Trust that
such amendment will not impair its ratings of outstanding RP;
      NOW, THEREFORE, the Bylaws are hereby amended as follows:
1.	The definition of Moodys Discount Factor in Section 12.1,
Part I, paragraph 1 and Section 12.2, Part I, paragraph 1 of the
Bylaws is hereby deleted and replaced in its entirety with the
following:

	Moodys Discount Factor means for purposes of determining the
Discounted Value of any Municipal Bond which constitutes a Moodys
Eligible Assets, the percentage determined by reference to the
rating on such Municipal Bond, in accordance with the tables (for
the applicable Moodys Exposure Period) set forth below:



Moodys
Exposure
Period


Aaa*


Aa*


A*


Baa*


Other**
(V)
MIG-
1/P-
1***
(V)
MIG-
1/P-
1****
7 Weeks

33.8%
37.1%
39.8%
42.2%
55.6%
26.5%
0%
8 Weeks or
less but
greater than
7 weeks
35.1%
37.9%
40.5%
43.2%
56.7%
27.0%
0%
9 Weeks or
less but
greater than
8 weeks
35.9%
38.7%
41.2%
43.5%
58.3%
27.5%
0%


*  Moody' rating.

	**  Municipal Bonds rated Ba1 to B3 by Moodys or, if not rated by
Moodys, rated BB+ to B- by S&P or Fitch.  In addition, Municipal
Bonds not explicitly rated by Moodys, S&P or Fitch, but rated at
least the equivalent of B3 internally by the Adviser, provided
that Moodys reviews and achieves sufficient comfort with the
Advisers internal credit rating processes.
	***  Moodys rated Municipal Bonds that have a maturity greater
than the Moodys Exposure Period and Municipal Bonds not rated by
Moodys but rated equivalently by S&P or Fitch that have a
maturity greater than the Moodys Exposure Period.

	****  Moodys rated Municipal Bonds that have a maturity less than
or equal to the Moodys Exposure Period and Municipal Bonds not
rated by Moodys but rated equivalently by S&P or Fitch that have
a maturity less than or equal to the Moodys Exposure Period.

		Notwithstanding the foregoing, (a) no Moodys Discount Factor
will be applied to cash or to Receivables for Municipal Bonds
Sold that are due within five business days of the Trusts
Valuation Date; (b) the Moodys Discount Factor for Receivables
for Municipal Bonds Sold that are due within six and 30 business
days of the Trusts Valuation Date will be the Moodys Discount
Factor applicable to the Municipal Bonds sold determined by the
reference to the bonds rating in the above table; (c) the Moodys
Discount Factor for inverse floaters is determined by multiplying
the Moodys Discount Factor determined by reference to the rating
on the underlying Municipal Bond(s) in the table above by 1.25;
(d) the Moodys Discount Factor for Rule 2a-7 money market funds
shall be 0%; and (e) the Moodys Discount Factor for Aaa Municipal
Bonds will be used to discount pre-refunded bonds even if the
pre-refunded bonds are subsequently not re-rated.

		Receivables for Municipal Bonds Sold for purposes of
calculating Moodys Eligible Assets as of any Valuation Date,
means the aggregate of the book value of receivables if such
receivables are due within 30 business days of such Valuation
Date.

		Ratings assigned by S&P or Fitch are generally accepted by
Moodys at face value. However, adjustments to face value may be
made to particular categories of credits for which the S&P and/or
Fitch rating does not seem to approximate a Moodys rating
equivalent. Split rated securities assigned by S&P and Fitch will
be accepted at the lower of the two ratings.

2.	The definition of Moodys Eligible Asset in Section 12.1,
Part I, paragraph 1 and Section 12.2, Part I, paragraph 1 of the
Bylaws is hereby deleted and replaced in its entirety with the
following:

	Moodys Eligible Asset means (a) cash; (b) Receivables for
Municipal Bonds Sold; (c) a short-term Municipal Bond rated VMIG-
1, MIG-1 or P-1 by Moodys or SP-1+ or A-1+ by S&P; (d) a zero-
coupon bond; (e) a Municipal Bonds that (i) pays interest in
cash; (ii) does not have its Moodys rating suspended by Moodys;
and (iii) is part of an issue of Municipal Bonds of at least
$10,000,000 (unless the Municipal Bond is rated Aaa by Moodys);
and (f) swaps, including total return swaps, interest rate swaps,
currency swaps and credit default swaps.

	Municipal Bonds in the Trusts portfolio will be included as
Moodys Eligible Assets only to the extent they meet the following
diversification requirements:



Rating

Minimum Issue
Size
($ Millions)
Maximum
Underlying
Obligor (%) (1)

Maximum
State Allowed (%)
(1)(3)
Aaa
*
100
100
Aa
10
20
60
A
10
10
40
Baa
10
6
20
Ba
10
4
12
B
10
3
12
Other (2)
10
2
12

* Not applicable.

(1) The referenced percentages represent maximum cumulative
totals for the related rating category and each lower rating
category.

(2) Municipal Bonds and Municipal Bonds not rated by Moodys, S&P
or Fitch, but rated at least the equivalent of B3 internally by
the Adviser.

(3) Territorial bonds (other than those issued by Puerto Rico and
counted collectively) are each limited to 10% of Moodys Eligible
Assets. For diversification purposes, Puerto Rico will be treated
as a state.

	For purposes of the maximum underlying obligor requirement
described above, any state Municipal Bond or Municipal Bond
backed by the guaranty, letter of credit or insurance issued by a
third-party will 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 bond.

	When the Trust sells a Municipal Bond and agrees to
repurchase it at a future date, such Municipal Bond will
constitute a Moodys Eligible Asset and the amount the Trust is
required to pay upon repurchase of such Municipal Bond will count
as a liability for purposes of calculating the RP Basic
Maintenance Amount.  When the Trust purchases a Municipal Bond
and agrees to sell it at a future date to another party, cash
receivable by the Trust in connection therewith will constitute a
Moodys Eligible Asset if the long-term debt of such other party
is rated at least A2 by Moodys and such agreement has a term of
30 days or less; otherwise such Municipal Bond will constitute a
Moodys Eligible Asset.

	In addition, with respect to total return swaps, only the
cumulative unsettled profit and loss from a total return swap
transaction will be calculated when determining the RP Basic
Maintenance Amount.  For purposes of calculating the RP Basic
Maintenance Amount, any outstanding gain from a total return swap
transaction or interest rate swap transaction on a Valuation Date
will be included as a Moodys Eligible Asset subject to the Moodys
Discount Factor on the counterparty to such swap transaction, and
any outstanding liability from a swap transaction on a Valuation
Date will be subtracted from Moodys Eligible Assets.

	For swaps (other than total return swaps and interest rate
swaps), the Market Value of the position (positive or negative)
will be included as a Moodys Eligible Asset. The aggregate
notional value of all swaps will not exceed the Liquidation
Preference of the Outstanding RP.  In addition, the Trust will
only enter into swap transactions where the counterparty has at
least a S&P rating of A-, Fitch rating of A- or Moodys long-term
rating of A3 at the time the time a swap is executed.

	With respect to credit default swaps, each underlying
security subject to such swap sold by the Trust will be subject
to the applicable Moodys Discount Factor.  If the Trust purchases
a credit default swap and holds the underlying security, the
Market Value of the credit default swap and the underlying
security will be included as a Moodys Eligible Asset subject to
the Moodys Discount Factor assessed based on the counterparty
risk and the duration of the swap agreement.  In addition, the
Trust will not include a credit default swap as a Moodys Eligible
Asset purchased by the Trust unless the Trust holds the
underlying security or, if the Trust purchases a credit default
swap for a basket of securities, unless the Trust holds all the
securities in the basket.

	Notwithstanding the foregoing, an asset will not be
considered a Moodys Eligible Asset if it is (i) held in a margin
account, (ii) subject to any material lien, mortgage, pledge,
security interest or security agreement of any kind, (iii) held
for the purchase of a security pursuant to a Forward Commitment
or (iv) irrevocably deposited by the Trust for the payment of
dividends or redemption.

3.	The definition of S&P Discount Factor in Section 12.1, Part
I, paragraph 1 and Section 12.2, Part I, paragraph 1 of the
Bylaws is hereby deleted and replaced in its entirety with the
following:

	S&P Discount Factor shall mean either:

	(i) 	if the average S&P Discount Factor (as set forth in
(ii) below) of the Funds S&P Eligible Assets is less than 200%,
for purposed of determining the Discounted Value of S&P Eligible
Assets, the S&P Discount Factor shall be 200% for all S&P
Eligible Assets; or

	(ii)	if the average S&P Discount Factor (as set forth in
this section) of the Funds S&P Eligible Assets is 200% or
greater, for purposes of determining the Discounted Value of any
S&P Eligible Asset, the percentage determined by reference to the
rating on such asset and the shortest Exposure Period set forth
opposite such rating that is the same length as or is longer than
the S&P Exposure Period, in accordance with the table set forth
below:



Rating Category*
Exposure
period (days)
AAA
AA
A
BBB
BB
B
CCC
High
Yield/
NR
20*
1.427
1.457
1.487
1.517
175%
195%
215%
220%

*S&P rating
	Notwithstanding the foregoing, (A) the S&P Discount Factor
for shares of Money Market Funds rated AAAm by S&P with an
effective next day maturity shall be 100%, unrated 2a-7 money
market funds shall be discounted at 110%, and the S&P Discount
Factor for short-term Municipal Bonds shall be 115% so long as
such Municipal Bonds are rated A-1+ or SP-1+ by S&P and mature or
have a demand feature exercisable within 30 days or less, or 123%
so long as such Municipal Bonds are rated A-1 or SP-1 by S&P and
mature or have a demand feature exercisable in 30 days or less,
or 125% if such Municipal Bonds are not rated by S&P but are
rated equivalent to A-1+ or SP-1+ by another nationally
recognized statistical rating organization, on a case by case
basis; provided, however, that any such non-S&P rated short-term
Municipal Bonds which have demand features exercisable within 30
days or less must be backed by a letter of credit, liquidity
facility or guarantee from a bank or other financial institution
with a short-term rating of at least A-1+ from S&P; and further
provided that such non-S&P rated short-term Municipal Bonds may
comprise no more than 50% of short-term Municipal Bonds that
qualify as S&P Eligible Assets; provided, however, that Municipal
Bonds not rated by S&P but rated equivalent to BBB or lower by
another nationally recognized statistical rating organization,
rated BB+ or lower by S&P or non-rated (such Municipal Bonds are
hereinafter referred to as High Yield Securities) may comprise no
more than 20% of the short-term Municipal Bonds that qualify as
S&P Eligible Assets; (B) the S&P Discount Factor for Receivables
for Municipal Bonds Sold that are due in more than five Business
Days from such Valuation Date will be the S&P Discount Factor
applicable to the Municipal Bonds sold; (C) no S&P Discount
Factor will be applied to cash or Money Market Funds rated AAAm
by S&P with effective next day maturities or to Receivables for
Municipal Bonds Sold if such receivables are due within five
Business Days of such Valuation Date; (D) except as set forth in
clause (A) above, in the case of any Municipal Bond that is not
rated by S&P but qualifies as an S&P Eligible Asset pursuant to
clause (2) of that definition, such Municipal Bond will be deemed
to have an S&P rating one full rating category lower than the S&P
rating category that is the equivalent of the rating category in
which such Municipal Bond is placed by a nationally recognized
statistical rating organization. Receivables for Municipal Bonds
Sold, for purposes of calculating S&P Eligible Assets as of any
Valuation Date, means the book value of receivables for Municipal
Bonds sold as of or prior to such Valuation Date.  For purposes
of the foregoing, Anticipation Notes rated SP-1+ or, if not rated
by S&P, equivalent to A-1+ or SP-1+ by another nationally
recognized statistical rating organization, on a case by case
basis, which do not mature or have a demand feature at par
exercisable in 30 days and which do not have a long-term rating,
shall be considered to be short-term Municipal Bonds and (E) the
S&P Discount Factor for AAA Municipal Bonds will be used to
discount pre-refunded bonds even if the pre-refunded bonds are
subsequently not re-rated.
For purposes of determining whether the Fund has S&P Eligible
Assets with a Discounted Value that equals or exceeds the RP
Basic Maintenance Amount, the Discounted Value of cash or
securities held for the payment of Initial Margin or Variation
Margin of S&P Hedging Transactions shall be zero and the
aggregate Discounted Value of S&P 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 Fund 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 Fund.

4.	The definition of S&P Eligible Asset in Section 12.1, Part
I, paragraph 1 and Section 12.2, Part I, paragraph 1 of the
Bylaws is hereby deleted and replaced in its entirety with the
following:

	S&P Eligible Asset shall mean either:

	(i) 	if the average S&P Discount Factor of the Funds S&P
Eligible Assets (as set forth in (ii) below) is less than 200%,
all assets of the Fund shall be considered S&P Eligible Assets;
or

	(ii)	if the average S&P Discount Factor of the Funds S&P
Eligible Assets (as set forth in this section) is 200% or
greater, S&P Eligible Assets means:  (1) cash (excluding any cash
irrevocably deposited by the Fund for the payment of any
liabilities within the meaning of RP Basic Maintenance Amount),
(2) Receivables for Municipal Bonds Sold, (3) S&P Hedging
Transactions; (4) Municipal Zero Coupon Bonds rated at least BBB
by S&P, (5) swaps, including total return swaps, interest rate
swaps, currency swaps and credit default swaps, and (6) Municipal
Bonds (including Inverse Floater as defined below) owned by the
Fund that (A) is interest bearing and pays interest at least
semi-annually; (B) is payable with respect to principal and
interest in U.S. Dollars; (C) is not subject to a covered call or
put option written by the Fund; (D) except for Inverse Floaters,
is not part of a private placement of Municipal Bonds; and
(E) except for Inverse Floaters, is part of an issue of Municipal
Bonds with an original issue size of at least $10 million.  Any
Municipal Bonds that is a part of an original issue size of less
than $10 million must carry a rating of at least AA by S&P or AAA
by another nationally recognized statistical rating organization.
Notwithstanding the foregoing limitations

            (1)	Municipal Bonds (excluding Escrowed Bonds (as
defined below) and High Yield Securities) of any one issuer
or guarantor (excluding bond insurers) shall be considered
S&P Eligible Assets only to the extent the Market Value of
such Municipal Bonds (including short-term Municipal Bonds)
does not exceed 10% of the aggregate Market Value of S&P
Eligible Assets, provided that 2% is added to the applicable
S&P Discount Factor for every 1% by which the Market Value
of such Municipal Bonds exceeds 5% of the aggregate Market
Value of S&P Eligible Assets or for any percentage over 5%
add 10 percentage points to the S&P Discount Factor.  High
Yield Securities of any one issuer shall be considered S&P
Eligible Assets only to the extent the Market Value of such
Municipal Bonds does not exceed 5% of the aggregate Market
Value of S&P Eligible Assets. Non-rated securities of any
issuer shall be considered S&P Eligible Assets to the extent
the Market Value of such Municipal Bonds does not exceed 5%
of the aggregate Market Value of S&P Eligible Assets.  No
more than 10% of the aggregate Market Value of the portfolio
may consist of non-rated securities;
            (2)	Municipal Bonds not rated by S&P shall be
considered S&P Eligible Assets only to the extent the Market
Value of such Municipal Bonds does not exceed 50% of the
aggregate Market Value of S&P Eligible Assets; provided,
however, that High Yield Securities shall be considered S&P
Eligible Assets only to the extent the Market Value of such
Municipal Bonds does not exceed 20% of the aggregate Market
Value of S&P Eligible Assets;
            (3)	Municipal Bonds issued by issuers in any one
state or territory will be considered S&P Eligible Assets
only to the extent that the Market Value of such Municipal
Bonds does not exceed 25% of the aggregate Market Value of
S&P Eligible Assets;
            (4)	Municipal Bonds (excluding Escrowed Bonds) of
any one state or territory shall be considered S&P Eligible
Assets only to the extent the Market Value of such Municipal
Bonds does not exceed 25% of the aggregate Market Value of
S&P Eligible Assets;
            (5)	For Municipal Zero Coupon Bonds, the S&P
overcollateralization levels based on the desired
transaction rating shall be as follows:
Exposure
Period
AAA
AA
A
BBB
20
3.584
3.153
2.723
2.292

            (6)	With respect to total return swaps, only the
cumulative unsettled profit and loss from a total return
swap transaction will be calculated when determining the RP
Basic Maintenance Amount.  For purposes of calculating the
RP Basic Maintenance Amount, any outstanding gain from a
total return swap transaction or interest rate swap
transaction on a Valuation Date will be included as a S&P
Eligible Asset subject to the S&P Discount Factor on the
counterparty to such swap transaction, and any outstanding
liability from a swap transaction on a Valuation Date will
be subtracted from S&P Eligible Assets;
            (7)	For swaps (other than total return swaps and
interest rate swaps), the Market Value of the position
(positive or negative) will be included as a S&P Eligible
Asset. The aggregate notional value of all swaps will not
exceed the Liquidation Preference of the Outstanding RP.  In
addition, the Trust will only enter into swap transactions
where the counterparty has at least a S&P rating of A-,
Fitch rating of A- or Moodys long-term rating of A3 at the
time the time a swap is executed; and
            (8)	With respect to credit default swaps, each
underlying security subject to such swap sold by the Trust
will be subject to the applicable S&P Discount Factor.  If
the Trust purchases a credit default swap and holds the
underlying security, the Market Value of the credit default
swap and the underlying security will be included as a S&P
Eligible Asset subject to the S&P Discount Factor assessed
based on the counterparty risk and the duration of the swap
agreement.  In addition, the Trust will not include a credit
default swap as a S&P Eligible Asset purchased by the Trust
unless the Trust holds the underlying security or, if the
Trust purchases a credit default swap for a basket of
securities, unless the Trust holds all the securities in the
basket.
            Inverse Floater shall mean trust certificates or other
instruments evidencing interests in one or more Municipal Bonds
that qualify as S&P Eligible Assets (such Inverse Floaters will
also be considered Municipal Bonds and are S&P Eligible Assets),
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 two to one at their
time of original issuance and at the time of purchase has a
duration that is less than thirteen years.
            Escrowed Bonds shall mean Municipal Bonds that (i) have
been determined to be legally defeased in accordance with S&Ps
legal defeasance criteria, (ii) have been determined to be
economically defeased in accordance with S&Ps economic defeasance
criteria and assigned a rating of AAA by S&P, (iii) are not rated
by S&P but have been determined to be legally defeased by S&P or
(iv) have been determined to be economically defeased by S&P and
assigned a rating no lower than the rating that is S&P equivalent
of S&Ps AAA rating.  In the event that a defeased obligation
which is an S&P Eligible Asset does not meet the criteria of an
Escrowed Bond, such Municipal Bond will be deemed to remain in
the Issue Type Category into which it fell prior to such
defeasance.


      This amendment is effective as of November 2, 2007.


PUTNAM MANAGED MUNICIPAL INCOME TRUST

Amendment to Amended and Restated Bylaws

	WHEREAS, Article 14 of the Amended and Restated Bylaws of
Putnam Managed Municipal Income Trust (the Trust), as last
amended by an Amendment effective as of November 2, 2007 (the
Bylaws), permits the Board of Trustees of the Trust (the
Trustees) to amend or repeal, in whole or in part, the Bylaws;

	WHEREAS, the Trustees desire to amend the Bylaws in
connection with the merger of Putnam High Yield Municipal Trust
with and into the Trust (the Merger) by increasing the issued
amount of Remarketed Preferred Shares and effecting a two-for-one
stock split of Remarketed Preferred Shares, Series C;

	WHEREAS, Article 12, Section 12.1, Part I, paragraph 6(c)
provides that so long as any Remarketed Preferred Shares of the
Trust are outstanding, the affirmative vote or consent of the
holders of at least a majority of the Remarketed Preferred Shares
outstanding at the time is required to (i) authorize, create or
issue or increase or decrease the authorized or issued amount of
any class or series of stock ranking prior to or on a parity with
the remarketed preferred shares with respect to the payment of
dividends or the distribution of assets on liquidation or to
increase or decrease the authorized amount of remarketed
preferred shares; or (ii) amend, alter or repeal the provisions
of the Bylaws so as to affect materially and adversely any
preference, right or power of such remarketed preferred shares or
the holders thereof;

	WHEREAS, the holders of a majority of the outstanding
Remarketed Preferred Shares of the Trust have approved the
issuance of additional Remarketed Preferred Shares in connection
with the Merger and the two-for-one stock split of Remarketed
Preferred Shares, Series C;

	NOW, THEREFORE, the Bylaws are herby amended as follows:

	1.	Article 12, Section 12.1, Part I, DESIGNATION SERIES C
is hereby deleted and replaced in its entirety with the
following:

	A series of 2,220 shares of preferred shares, without par
value, liquidation preference $50,000 per share plus accumulated
but unpaid dividends, if any thereon (whether or not earned or
declared) plus the premium, if any, resulting from the
designation of a Premium Call Period, is hereby designated
Remarketed Preferred Shares, Series C.  Each share of Remarketed
Preferred Shares, Series C shall be issued on a date to be
determined by the Board of Trustees of the Trust or a duly
authorized committee thereof; be redeemed (unless such share
shall have been otherwise redeemed pursuant to paragraph 4 of
Part I of this Section 12.1 or exchanged prior thereto for
Remarketed Preferred Stock, Series I pursuant to paragraph 12 of
Part I of this Section 12.1 by the Trust on a date to be
determined by the Board of Trustees of the Trust or a duly
authorized committee thereof) at a redemption price of $50,000
per share plus accumulated but unpaid dividends to the date fixed
for redemption (whether or not earned or declared) plus the
premium, if any, resulting from the designation of a Premium Call
Period; and have such other preferences, limitations and relative
voting rights, in addition to those required by applicable law or
set forth in the Trusts Declaration of Trust applicable to
preferred shares of the Trust, as are set forth in Part I and
Part II of this Section 12.1.  The Remarketed Preferred Shares,
Series C shall constitute a separate series of preferred shares
of the Trust, and each share of Remarketed Preferred Shares,
Series C shall be identical except as provided in paragraph 4 of
this Part I of this Section 12.1.

	2.	The definition of Non-Payment Period in Article 12,
Section 12.1, Part I, paragraph 1 is hereby deleted and replaced
in its entirety with the following:

	Non-Payment Period means any period commencing on and including
the day on which the Trust shall fail to (i) declare, prior to 12:00
noon, New York City time, on any Dividend Payment Date for shares of
RP, for payment on or (to the extent permitted below) within three
Business Days after such Dividend Payment Date to the Holders of such
shares as of 12:00 noon, New York City time, on the Business Day
preceding such Dividend Payment Date, the full amount of any dividend
on such shares payable on such Dividend Payment Date or (ii) deposit,
irrevocably in trust, in same-day funds, with the Paying Agent by
12:00 noon, New York City time, (A) on or (to the extent permitted
below) within three Business Days after any Dividend Payment Date for
any shares of RP the full amount of any dividend on such shares
(whether or not earned or declared) payable on such Dividend Payment
Date or (B) on or (to the extent permitted below) within three
Business Days after any redemption date for any shares of RP called
for redemption, the redemption price of $100,000 per share (in the
case of Series A and Series B shares of RP) or $50,000 per share (in
the case of Series C shares of RP), plus in the case of each series
of RP the full amount of any dividends thereon (whether or not earned
or declared) accumulated but unpaid to such redemption date, plus the
premium, if any, resulting from the designation of a Premium Call
Period and ending on and including the Business Day on which, by
12:00 noon, New York City time, all unpaid dividends and unpaid
redemption prices shall have been so deposited or shall have
otherwise been made available to Holders in same-day funds, provided
that, a Non-Payment Period shall not end during the first seven days
thereof unless the Trust shall have given at least three days written
notice to the Paying Agent, the Remarketing Agents and the Securities
Depository and thereafter shall not end unless the Trust shall have
given at least fourteen days written notice to the Paying Agent, the
Remarketing Agents, the Securities Depository and all Beneficial
Owners.  Any dividend on shares of RP due on any Dividend Payment
Date for such shares (if, prior to 12:00 noon, New York City time, on
such Dividend Payment Date, the Trust has declared such dividend
payable on or within three Business Days after such Dividend Payment
Date to the Holders who held such shares as of 12:00 noon, New York
City time, on the Business Day preceding such Dividend Payment Date)
or redemption price with respect to such shares not paid to such
Holders when due may (if such non-payment is not solely due to the
willful failure of the Trust) be paid pro rata to such Holders in the
same form of funds by 12:00 noon, New York City time, on any of the
first three Business Days after such Dividend Payment Date or due
date, as the case may be, provided that, such amount is accompanied
by a late charge calculated for such period of non-payment as the
Non-Payment Period Rate applied to the amount of such non-payment
based on the actual number of days comprising such period divided by
365.

	3.	The definition of RP Basic Maintenance Amount in
Article 12, Section 12.1, Part I, paragraph 1 is hereby deleted
and replaced in its entirety with the following:

	RP Basic Maintenance Amount, as of any Valuation Date, means
the dollar amount equal to the sum of (i) (A) the product of the
number of Series A and Series B shares of RP and shares of Other
RP outstanding on such date multiplied by $100,000; (B) the
product of the number of Series C shares of RP outstanding on
such date multiplied by $50,000; (C) the aggregate amount of
dividends that will have accumulated (whether or not earned or
declared) for each share of RP and Other RP outstanding in each
case to (but not including) the next Dividend Payment Date that
follows such Valuation Date; (D) the aggregate amount of
dividends that would accumulate at the then current Maximum
Dividend Rate on any shares of RP and Other RP outstanding from
the Business Days following such respective Dividend Reset Dates
through the 63rd day after such Valuation Date, multiplied by the
larger of factors determined from time to time by Moodys and S&P
and designed to take into account potential increases in dividend
rates over such period (except that if such Valuation Date occurs
during a Non-Payment Period, the dividend for purposes of
calculation would accumulate at the then current Non-Payment
Period Rate); (E) the amount of anticipated expenses of the Trust
for the 90 days subsequent to such Valuation Date; (F) the
premium, if any, resulting from the designation of a Premium Call
Period; 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 current liabilities relating
to futures and options and any Gross-up Dividends which are
payable pursuant to paragraph 3(k) of this Part I with respect to
the RP and any analogous provision with respect to Other RP, and
payables for Municipal Securities purchased as of such Valuation
Date) less (ii) the sum of (A) receivables for Municipal
Securities sold as of such Valuation Date, provided that, for
purposes of calculating RP Basic Maintenance Amount in order to
determine whether the Trust has Moodys Eligible Assets with a
Discounted Value that equals the Moodys Basic Maintenance Amount,
the party from which such receivable is due shall have long-term
debt rated at least A2 by Moodys and such receivable is due in 30
days or less and (B) the value of any of the Trusts assets
irrevocably deposited by the Trust for the payment of any of
(i)(A) through (i)(G).

	4.	The definition of Specific Redemption Provisions in
Article 12, Section 12.1, Part I, paragraph 1 is hereby deleted
and replaced in its entirety with the following:

	Specific Redemption Provisions means, with respect to a
Special Dividend Period of 365 or more days, either, or any
combination of, (i) a period (a Non-Call Period) determined by
the Board of Trustees, after consultation with the Remarketing
Agents, during which the shares of RP subject to such Dividend
Period shall not be subject to redemption at the option of the
Trust and (ii) a period (a Premium Call Period), consisting of a
number of whole years and determined by the Board of Trustees,
after consultation with the Remarketing Agents, during each year
of which the shares of RP subject to such Dividend Period shall
be redeemable at the Trusts option at a price per share equal to
$100,000 (in the case of Series A and B shares of RP) or $50,000
(in the case of Series C shares of RP), plus in the case of each
series of RP accumulated but unpaid dividends plus an applicable
premium, as determined by the Board of Trustees after
consultation with the Remarketing Agents.

	5.	Article 12, Section 12.1, Part I, paragraph 3(f) is
hereby deleted and replaced in its entirety with the following:

	The amount of declared dividends for each share of RP
payable on each Dividend Payment Date shall be computed by the
Trust by multiplying the Applicable Dividend Rate in effect with
respect to dividends payable on such share on such Dividend
Payment Date by a fraction the numerator of which shall be the
number of days such share was outstanding from and including its
Date of Original Issue or the preceding Dividend Payment Date, as
the case may be, to and including the last day of such Dividend
Period, and the denominator of which shall be 365, and then
multiplying the percentage so obtained by $100,000 (in the case
of Series A and B shares of RP) or $50,000 (in the case of Series
C shares of RP).

	6.	Article 12, Section 12.1, Part I, paragraph 3(i) is
hereby deleted and replaced in its entirety with the following:

	Except during a Non-Payment Period, by 1:00 p.m. on the
Tender Date in the Remarketing at the end of the Initial Dividend
Period applicable to a share of RP, and by 1:00 p.m. on the
Tender Date in the Remarketing at the end of each subsequent
Dividend Period applicable to a share of RP, the Beneficial Owner
of such share of RP may elect to tender such share or hold such
share for the next Dividend Period.  If the Beneficial Owner of
such share of RP elects to hold such share, such Beneficial Owner
shall hold such share of RP for a 28-day Dividend Period (in the
case of Series A and B shares of RP) or a 7-day Dividend Period
(in the case of Series C shares of RP) or a Special Dividend
Period if the succeeding Dividend Period with respect to such
share has been designated by the Board of Trustees as a Special
Dividend Period provided that, if (i) there are no Remarketing
Agents, (ii) the Remarketing Agents are not required to conduct a
Remarketing or (iii) the Remarketing Agents are unable to
remarket in the Remarketing on the Dividend Reset Date following
such Tender Date all shares of RP tendered (or deemed tendered)
to them at a price of $100,000 per share (in the case of Series A
and B shares of RP) or $50,000 per share (in the case of Series C
shares of RP), then the next Dividend Period for all shares of RP
shall be a 28-day Dividend Period (in the case of Series A and B
shares RP) or a 7-day Dividend Period (in the case of Series C
shares of RP) and the Applicable Dividend Rate therefor shall be
the applicable Maximum Dividend Rate.  If the Beneficial Owner of
such share of RP fails to elect to tender or hold such share by
1:00 p.m. on such Tender Date, such Beneficial Owner shall
continue to hold such share at the Applicable Dividend Rate
determined in such Remarketing for a Dividend Period of the same
type as the current Dividend Period for such share; provided
that, (i) if there are no Remarketing Agents, the Remarketing
Agents are not required to conduct a Remarketing or the
Remarketing Agents are unable to remarket in the Remarketing on
the Dividend Reset Date following such Tender Date all shares of
RP tendered (or deemed tendered) to them at a price of $100,000
per share (in the case of Series A and B shares of RP) or $50,000
(in the case of Series C shares of RP), then the next Dividend
Period for all shares of RP shall be a 28-day Dividend Period (in
the case of Series A and B shares of RP) or a 7-day Dividend
Period (in the case of Series C shares of RP) and the Applicable
Dividend Rate therefor shall be the Maximum Applicable Rate for a
28-day Dividend Period or a 7-day Dividend Period, as the case
may be and (ii) if such current Dividend Period is a Special
Dividend Period or the succeeding Dividend Period has been
designated by the Board of Trustees as a Special Dividend Period,
then such Beneficial Owner is deemed to have elected to tender
the shares.  If the Remarketing Agents are unable to remarket in
such Remarketing all shares of RP subject to such Remarketing and
tendered (or deemed tendered) to them at a price of $100,000 per
share (in the case of Series A and B shares of RP) or $50,000 per
share (in the case of Series C shares of RP), the Beneficial
Owners thereof shall hold such share at the applicable Maximum
Dividend Rate for a 28-day Dividend Period (in the case of Series
A and B shares of RP) or a 7-day Dividend Period (in the case of
Series C shares of RP).  If a share of RP is tendered (or deemed
tendered) and purchased in a Remarketing, the next Dividend
Period for such share shall be a 28-day Dividend Period (in the
case of Series A and B shares of RP) or a 7-day Dividend Period
(in the case of Series C shares of RP) or a Special Dividend
Period with respect to such share, as the case may be, at the
Applicable Dividend Rate therefor, except that, if the
Remarketing Agents are unable to remarket in such Remarketing all
shares of RP tendered (or deemed tendered) to them at a price of
$100,000 per share (in the case of Series A and B shares of RP)
or $50,000 per share (in the case of Series C shares of RP), no
purchaser in such Remarketing shall be permitted to acquire
shares having a Special Dividend Period and the next Dividend
Period for such share shall be a 28-day Dividend Period (in the
case of Series A and B shares of RP) or a 7-day Dividend Period
(in the case of Series C shares of RP) and the Applicable
Dividend Rate therefor shall be the applicable Maximum Dividend
Rate.
	7.	Article 12, Section 12.1, Part I, paragraph 4(a) is
hereby deleted and replaced in its entirety with the following:

	To the extent permitted under the 1940 Act and Massachusetts
law, upon giving a Notice of Redemption, the Trust at its option
may redeem shares of RP, in whole or in part, on the next
succeeding scheduled Dividend Payment Date applicable to those
shares of RP called for redemption, out of funds legally
available therefor, at a redemption price equal to $100,000 per
share (in the case of Series A and B shares of RP) or $50,000 per
share (in the case of Series C shares of RP), plus in the case of
each series of RP an amount equal to dividends thereon (whether
or not earned or declared) accumulated but unpaid to the date
fixed for redemption plus the premium, if any, resulting from the
designation of a Premium Call Period; provided that, no share of
RP shall be subject to redemption pursuant to this paragraph 4(a)
on any Dividend Payment Date during a Non-Call Period to which it
is subject.  The Trust may not give a Notice of Redemption
relating to an optional redemption as described in paragraph 4(a)
unless, at the time of giving such Notice of Redemption, the
Trust has available Deposit Securities with maturity or tender
dates not later than the day preceding the applicable redemption
date and having a Discounted Value not less than the amount due
to Beneficial Owners by reason of the redemption of their shares
of RP on such redemption date.

	8.	Article 12, Section 12.1, Part I, paragraph 4(b) is
hereby deleted and replaced in its entirety with the following:

	The Trust shall redeem, out of funds legally available
therefor, at a redemption price of $100,000 per share (in the
case of Series A and B shares of RP) or $50,000 (in the case of
Series C shares of RP), plus in the case of each series of RP
accumulated but unpaid dividends (whether or not earned or
declared) to the date fixed by the Board of Trustees for
redemption plus the premium, if any, resulting from the
designation of a Premium Call Period, certain of the shares of RP
to the extent permitted under the 1940 Act and Massachusetts law,
if the Trust fails to maintain the RP Basic Maintenance Amount or
the 1940 Act Asset Coverage and such failure is not cured on or
before the RP Basic Maintenance Cure Date or the 1940 Act Cure
Date (herein referred to respectively as the Cure Date), as the
case may be.  The number of shares of RP to be redeemed shall be
equal to the lesser of (i) the minimum number of shares of RP the
redemption of which, if deemed to have occurred immediately prior
to the opening of business on the Cure Date, together with all
other Preferred Shares subject to redemption or retirement, would
result in the satisfaction of the RP Basic Maintenance Amount or
the 1940 Act Asset Coverage, as the case may be, on such Cure
Date (provided that, if there is no such minimum number of shares
of RP and other Preferred Shares the redemption of which would
have such result, all shares of RP then outstanding shall be
redeemed), and (ii) the maximum number of shares of RP, together
with all other Preferred Shares subject to redemption or
retirement that can be redeemed out of funds expected to be
legally available therefor.  In determining the number of shares
of RP required to be redeemed in accordance with the foregoing,
the Trust shall allocate the number required to be redeemed to
satisfy the RP Basic Maintenance Amount or the 1940 Act Asset
Coverage, as the case may be, pro rata among shares of RP, Other
RP and other Preferred Shares subject to redemption provisions
similar to those contained in this paragraph 4(b), except as set
forth in Section 12.2 of these By-laws.  The Trust shall effect
such redemption not later than 45 days after such Cure Date,
except that if the Trust does not have funds legally available
for the redemption of all of the required number of shares of RP
and other Preferred Shares which are subject to mandatory
redemption or the Trust otherwise is unable to effect such
redemption on or prior to 45 days after such Cure Date, the Trust
shall redeem those shares of RP and other Preferred Shares which
it was unable to redeem on the earliest practicable date on which
it is able to effect such redemption.  Any share of RP shall be
subject to mandatory redemption regardless of whether such share
is subject to a Non-Call Period provided that shares of RP
subject to a Non-Call Period will only be subject to redemption
to the extent that the other shares of RP are not available to
satisfy the number of shares required to be redeemed.  In such
event, such shares subject to a Non-Call Period will be selected
for redemption in an ascending order of outstanding Non-Call
Period (with shares with the lowest number of days remaining in
the period to be called first) and by lot in the event of equal
outstanding Non-Call Periods.

	9.	Article 12, Section 12.1, Part I, paragraph 4(g) is
hereby deleted and replaced in its entirety with the following:

	On any redemption date, the Trust shall deposit, irrevocably
in trust, in same-day funds, with the Paying Agent, by 12:00
noon, New York City time, $100,000 per share (in the case of
Series A and B shares of RP) or $50,000 per share (in the case of
Series C shares of RP) for each share of RP called for
redemption, plus in the case of each series of RP an amount equal
to dividends thereon accumulated but unpaid to such redemption
date (whether or not earned or declared) plus the premium, if
any, resulting from the designation of a Premium Call Period.

	10.	Article 12, Section 12.1, Part I, paragraph 5(a) is
hereby deleted and replaced in its entirety with the following:

	Upon a liquidation, dissolution or winding up of the affairs
of the Trust, whether voluntary or involuntary, the Holders shall
be entitled, whether from capital or surplus, before any assets
of the Trust shall be distributed among or paid over to holders
of Common Shares or any other class or series of shares of the
Trust ranking junior to the RP as to liquidation payments, to be
paid the amount of $100,000 per share (in the case of Series A
and B shares of RP) or $50,000 per share (in the case of Series C
shares of RP), plus in the case of each series of RP an amount
equal to all accumulated but unpaid dividends thereon (whether or
not earned or declared) plus the premium, if any, resulting from
the designation of a Premium Call Period to but excluding the
date of final distribution in same-day funds.  After any such
payment, the Holders and Beneficial Owners shall not be entitled
to any further participation in any distribution of assets of the
Trust.

	11.	Article 12, Section 12.1, Part I, paragraph 12(a) is
hereby deleted and replaced in its entirety with the following:

	Upon the authorization of the Board of Trustees based on (i)
the receipt by the Trust of a ruling from the Service to the
effect that the payment of dividends on the shares of Serial RP
would not jeopardize the Trusts status as a regulated investment
company or (ii) an opinion of legal counsel in form and substance
satisfactory to the Board of Trustees to the effect that the
payment of dividends on the shares of Serial RP would not
jeopardize the Trusts status as a regulated investment company
and the affirmative vote or consent of the Holders of at least a
majority of the shares of each series of RP outstanding at the
time, in person or by proxy, either in writing or at a meeting
(each such series voting separately as a class) (in either case,
an Exchange Event), then, on the first Dividend Payment Date for
the RP which is at least 45 days after the occurrence of an
Exchange Event and as of which the conditions described below
have been satisfied (the Exchange Date), the RP will be exchanged
for Serial RP.  Shares of RP will not be exchanged for shares of
Serial RP unless each of Moodys and S&P shall have provided on
the Exchange Date a rating on the Serial RP equivalent to the
then-current rating provided by such rating agency on the RP;
provided that, if Moodys or S&P shall not make such rating
available, such exchange will take place if (i) a Substitute
Rating Agency or Agencies shall have provided a rating equivalent
to such then-current rating or ratings on the Exchange Date and
(ii) all shares of RP subject to such exchange that were tendered
(or deemed tendered) on the Tender Date preceding such Exchange
Date shall have been remarketed by the Remarketing Agents on the
related Dividend Reset Date at a price of $100,000 per share (in
the case of Series A and B shares of RP) or $50,000 per share (in
the case of Series C shares of RP).  Holders of outstanding
shares of RP will receive shares of Serial RP based on the
aggregate liquidation preference of their existing shares of RP
and such Serial RP as of the Exchange Date.

	12.	Article 12, Section 12.1, Part I, paragraph 12(b) is
hereby deleted and replaced in its entirety with the following:

	The Trust will cause the publication of an exchange notice
in an Authorized Newspaper, and cause the Paying Agent to mail an
exchange notice to each Holder of RP, not less than 10 nor more
than 30 days prior to the Exchange Date therefor.  Such notice
will state: (i) the Exchange Date, (ii) that on such Exchange
Date all shares of RP will be exchanged automatically, and
without any action or choice on the part of the Holders thereof
based on the aggregate liquidation preference of their existing
shares of RP and the Serial RP as of the Exchange Date, (iii)
that the Initial Dividend Period for the Serial RP issuable in
exchange for the shares of RP will be a 28-day Dividend Period
commencing on such Exchange Date, (iv) that dividends on shares
of RP will cease to accumulate on such Exchange Date and (v)
whether the Serial RP will be rated by Moodys and S&P or by a
Substitute Rating Agency or Substitute Rating Agencies.

	13.	Article 12, Section 12.1, Part II, paragraph 2(a) is
hereby deleted and replaced in its entirety with the following:

	Each share of RP is subject to Tender and Dividend Reset at
the end of each Dividend Period and may be tendered in the
Remarketing which commences on the Tender Date immediately prior
to the end of the current Dividend Period.  By 12:00 noon, New
York City time, on each such Tender Date, the Remarketing Agents
shall, after canvassing the market and considering prevailing market
conditions at the time for shares of RP and similar securities,
provide Beneficial Owners non-binding indications of the Applicable
Dividend Rate for the next succeeding Dividend Period or, if
applicable, a Special Dividend Period; provided that, if the Board
of Trustees has designated the next Dividend Period as a Special
Dividend Period, the Remarketing Agents will provide to
Beneficial Owners a non-binding indication only of the Applicable
Dividend Rate for such Special Dividend Period.  The actual
Applicable Dividend Rate for such Dividend Period may be greater than
or less than the rate per annum indicated in such non-binding
indications (but not greater than the applicable Maximum Dividend
Rate).  By 1:00 p.m., New York City time, on such Tender Date,
each Beneficial Owner of shares of RP must notify a Remarketing
Agent of its desire, on a share-by-share basis, either to tender such
share of RP at a price of $100,000 per share (in the case of
Series A and B shares of RP) or $50,000 per share (in the case of
Series C shares of RP) or to continue to hold such share for the
next Dividend Period or, if applicable, to accept a designated
Special Dividend Period.  Any notice given to a Remarketing Agent
to tender or hold shares for a particular Dividend Period shall be
irrevocable and shall not be conditioned upon the level at which
the Applicable Dividend Rate is established.  Any such notice may
not be waived by the Remarketing Agents, except that prior to
4:00 p.m., New York City time, on a Dividend Reset Date, a
Remarketing Agent may, in its sole discretion, (i) at the request of
a Beneficial Owner that has tendered one or more shares to such
Remarketing Agent, waive such Beneficial Owners tender, and
thereby enable such Beneficial Owner to continue to hold the
share or shares for the next Dividend Period or, if applicable, a
designated Special Dividend Period, as agreed to by such
Beneficial Owner and such Remarketing Agent at such time, so long
as such tendering Beneficial Owner has indicated to such
Remarketing Agent that it would accept the new Applicable
Dividend Rate for such Dividend Period, such waiver to be
contingent upon the Remarketing Agents ability
to remarket all shares of RP tendered in such Remarketing, and (ii)
at the request of a Beneficial Owner that has elected to hold one or
more of its shares of RP, waive such Beneficial Owners election with
respect thereto.

	14.	Article 12, Section 12.1, Part II, paragraph 3(a) is
hereby deleted and replaced in its entirety with the following:

	Between 1:00 p.m., New York City time, on each Tender Date and-
4:00 p.m., New York City time, on the succeeding Dividend Reset Date,
the Remarketing Agents shall determine the Applicable Dividend Rate
to the nearest one-thousandth (0.001) of one percent per annum for the
next Dividend Period, or, if designated, Special Dividend Period.
The Applicable Dividend Rate for each such Dividend Period, except as
otherwise required herein, shall be the dividend rate per annum which
the Remarketing Agents determine, in their sole judgment, to be the
lowest rate that will enable them to remarket on behalf of the
Beneficial Owners thereof all shares of RP subject to Tender and
Dividend Reset in such Remarketing and tendered to them on such Tender
Date at a price of $100,000 per share (in the case of Series A
and B shares of RP) or $50,000 per share (in the case of Series C
shares of RP).

	15.	Article 12, Section 12.1, Part II, paragraph 3(b) is
hereby deleted and replaced in its entirety with the following:

	If no Applicable Dividend Rate shall have been established on a
Dividend Reset Date in a Remarketing for the next Dividend Period, or
Special Dividend Period, if any, for any reason (other than because
there are no Remarketing Agents, the Remarketing Agents are not
required to conduct a Remarketing pursuant to the terms of the
Remarketing Agreement or the Remarketing Agents are unable to remarket
on the Dividend Reset Date all shares of RP tendered (or deemed
tendered) to them at a price of $100,000 per share (in the case of
Series A and B shares of RP) or $50,000 per share (in the case of
Series C shares of RP)), then the Remarketing Agents, in their sole
discretion, shall, if necessary and except during a Non-Payment
Period, after taking into account market conditions as reflected in
the prevailing yields on fixed and variable rate taxable and tax-
exempt debt securities and the prevailing dividend yields of fixed
and variable rate preferred stock, determine the Applicable Dividend
Rate that would be the rate per annum that would be the initial
dividend rate fixed in an offering on such Dividend Reset Date,
assuming in each case a comparable dividend period, issuer and
security.  If there is no Remarketing because there are no Remarketing
Agents or the Remarketing Agents are not required to conduct a
Remarketing pursuant to the Remarketing Agreement or if the
Remarketing Agents are unable to remarket on the Dividend Reset Date
all shares of RP tendered (or deemed tendered) to them at a price of
$100,000 per share (in the case of Series A and B shares of RP) or
$50,000 per share (in the case of Series C shares of RP), then,
except during a Non-Payment Period, the Applicable Dividend Rate for
the subsequent Dividend Period and for each subsequent Dividend
Period for which no Remarketing takes place because of the foregoing
shall be the applicable Maximum Dividend Rate for a 28-day Dividend
Period (in the case of Series A and B shares of RP) or for a 7-day
Dividend Period (in the case of Series C shares of RP) and the next
succeeding Dividend Period shall be a 28-day Dividend Period (in the
case of Series A and B shares of RP) and a 7-day Dividend Period (in
the case of Series C shares of RP).

	16.	Article 12, Section 12.1, Part II, paragraph 4(a) is
hereby deleted and replaced in its entirety with the following:

	If the Remarketing Agents are unable to remarket by 4:00
p.m., New York City time, on a Dividend Reset Date all shares of
RP tendered to them in the related Remarketing at a price of
$100,000 per share (in the case of Series A and B shares of RP)
or $50,000 per share (in the case of Series C shares of RP), (i)
each Beneficial Owner that tendered or was deemed to have
tendered shares of RP for sale shall sell a number of shares of
RP on a pro rata basis, to the extent practicable, or by lot, as
determined by the Remarketing Agents in their sole discretion,
based on the number of orders to purchase shares of RP in such
Remarketing, and (ii) the Applicable Dividend Rate for the next
Dividend Period, which shall be a 28-day Dividend Period (in the
case of Series A and B shares of RP) or a 7-day Dividend Period
(in the case of Series C shares of RP), shall be the Maximum
Dividend Rate for such 28-day Dividend Period or 7-day Dividend
Period, as the case may be.


This Amendment is effective as of February 15, 2008.