INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Putnam Managed
Municipal Income Trust

In planning and performing our audit of the financial statements
of Putnam Managed Municipal Income Trust (the Fund) as of and
for the year ended October 31, 2020, in accordance with the
standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), we considered the Funds internal
control over financial reporting, including controls over
safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of Form
NCEN, but not for the purpose of expressing an opinion on the
effectiveness of the Funds internal control over financial
reporting.  Accordingly, we do not express an opinion on the
effectiveness of the Funds internal control over financial
reporting.

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

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

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

Our consideration of the Funds internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control over financial reporting that might be material
weaknesses under standards established by the PCAOB.  However,
we noted no deficiencies in the Funds internal control over
financial reporting and its operation, including controls over
safeguarding securities, that we consider to be material
weaknesses as defined above as of October 31, 2020.











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

PricewaterhouseCoopers LLP
Boston, Massachusetts
December 17, 2020




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PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Suite 500, Boston, MA 02210
T: (617)530 5000, F: (617) 530 5001, www.pwc.com/us

MATERIAL AMENDMENTS

AMENDED AND RESTATED
BYLAWS OF
PUTNAM MANAGED MUNICIPAL INCOME TRUST*

(Dated as of September
18, 2020)


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). Capitalized terms used but not
defined in these Bylaws have the meanings given to
them in the Declaration of Trust.

      1.2	Principal Office of the Trust. The
principal office of the Trust shall be located in
Boston, Massachusetts. The Trust may have other
principal offices within or without the
Commonwealth of Massachusetts as the Trustees may
from time to time determine.

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 Chair of the Trustees, the President, the
Executive Vice 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
(a) to send notice (i) by mail at least fortyeight
hours before the meeting, (ii) by courier at least
fortyeight hours before the meeting, (iii) by
electronic mail (email), facsimile or other
electronic means at least twentyfour hours before
the meeting, in each case, addressed to the Trustee
at his or her usual or last known business or
residence address (or email address, facsimile
number or other appropriate address) or (b) to give
notice to him or her in person or by telephone at
least twentyfour hours before the meeting. Notice of
a special meeting need not be given to any Trustee
if a

* Articles 1  11 and 13  16 of the Bylaws are
amended and restated as of September 18, 2020.
Article 12 of the Bylaws is amended through June 24,
2016.


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 before or at its
commencement the lack of notice to him or her. Any
written waiver of notice may be provided and
delivered to the Trust by mail, courier, email,
facsimile or other electronic means. Neither notice
of a meeting nor a waiver of a notice need specify
the purposes of the meeting. All notices shall be
deemed to be given when sent.

      2.4	Quorum. At any meeting of the Trustees a
majority of the Trustees then in office shall
constitute a quorum. Once a quorum has been validly
established for a meeting, it cannot be broken by
Trustees withdrawing from the meeting. 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	Telephone Meeting Action Without a Meeting.
Except as otherwise provided in the Declaration of
Trust and these Bylaws, any action to be taken by the
Trustees may be taken by a majority of the Trustees
present at the meeting of the Trustees (a quorum
being present), including any meeting held 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. Any action to be
taken by the Trustees may also be taken without a
meeting if one or more written consents thereto are
signed by a majority of the Trustees. Any written
consent may be given by mail, courier, email,
facsimile or other electronic means.  Copies of such
written consents shall be filed with the minutes of
the proceedings of the Trustees. Such consents shall
be treated for all purposes as a vote taken at a
meeting of the Trustees. If in accordance with the
provisions of the Declaration of Trust and these
Bylaws any action is taken by the Trustees by written
consents 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 (including Vice President,
which shall include the office of Executive Vice
President), 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 Chair of the Trustees, who will be
considered an officer of the Trustees and not of the
Trust. The Chair of the Trustees 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.


      3.2	Election. The Chair 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 Chair 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.
Notwithstanding the foregoing, the tenure of any
officer of the Trust who is an employee or officer
of the Trusts investment adviser or its affiliates
shall automatically terminate contemporaneously with
the termination of such persons employment with, or
service as officer of, the Trusts investment adviser
and all of its affiliates.

      3.4	Powers. Subject to the other provisions of
these Bylaws, each officer shall have, in addition to
the duties and powers set forth in these Bylaws and
in the Declaration of Trust, 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	Chair. Unless the Trustees otherwise provide,
the Chair of the Trustees shall preside at all
meetings of the Trustees. The Chair 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. The Trustees, including a
majority of the Trustees who are not interested
persons of the Trust, as that term is defined in the
1940 Act, may appoint one or more persons to perform
the duties of the Chair of the Trustees in the event
of his or her absence at any meeting or in the event
of his or her disability. The Chair of the Trustees
shall also have the power to appoint one or more
persons to perform the duties of the Chair of the
Trustees in the event of his or her absence at any
meeting.

      3.6	President. Unless the Trustees otherwise
provide by vote or otherwise, the President shall
be the principal executive officer of the Trust.

      3.7	Treasurer. Unless the Trustees otherwise
provide by vote or otherwise, the Treasurer shall be
the principal 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, subadviser 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 principal
executive officer of the Trust.

      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 (or a Committee thereof), an
Assistant Clerk, or if there be none or if he or she
is absent, a temporary Clerk chosen at such meeting
by the chair of 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 Chair 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 or appointed 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. Except as provided below or as
otherwise specifically provided in the votes or
charter constituting a Committee of the Trustees and
providing for the conduct of its meetings, a majority
of the members of any Committee of the Trustees shall
constitute a quorum for the transaction of business
(which quorum once validly established cannot be
broken by Trustees withdrawing from the meeting), and
any action of such a Committee may be taken by a vote
of a majority of the members of such Committee (a)
present at a meeting of such Committee (a quorum
being present), including any meeting held 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
(participation by such means shall constitute
presence in person at a meeting), or (b) evidenced by
one or more written consents, including written
consents submitted by mail, courier, email, facsimile
or other electronic means. Copies of such written
consents shall be filed with the minutes of the
proceedings of such Committee. Such consents shall be
treated for all purposes as a vote taken at a meeting
of such Committee. If in accordance with the
provisions of the Declaration of Trust and these
Bylaws any action is taken by written consents of
less than all of the Committees members, then prompt
notice of any such action shall be furnished to each
member 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. In the absence of any member of any such
Committee, the members thereof present at any
properly called meeting, whether or not they
constitute a quorum, may appoint a member of the
Trustees to act at that meeting only in the place of
any absent member.

      Except as specifically provided in the votes
constituting a Committee of the Trustees and
providing for the conduct of its meetings, Section
2.3 of these Bylaws relating to special meetings
shall govern the notice requirements for Committee
meetings.


      4.2	Authority of Trustees. The Trustees have the
power to rescind any action of any Committee, but no
such rescission shall have retroactive effect unless
determined so by the Trustees.

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, if any,
shall consist of a flatfaced 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 need not 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,
accepted or endorsed by the Trust shall be signed by
the President, 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, 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 as from time to time determined in
accordance with procedures adopted by the Trustees
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 procedures approved by
the Trustees for determining the value of the assets
of the Trust. 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 or her, 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 or she 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
nonreceipt and of an indemnity agreement executed by
the registered holder or his or her 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 whom the Trust believes
to hold a Share certificate, 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
Shareholders

      10.1	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 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 Trustees. Any previously scheduled
annual meeting of Shareholders may be postponed or
cancelled by the Trustees upon public notice given
prior to the time previously scheduled for such
meeting, in accordance with these Bylaws.

      10.2	Adjournment. Any meeting of Shareholders
may, by action of the chair of the meeting, be
adjourned from time to time without notice other than
announcement at the meeting at which the adjournment
is taken with respect to one or more matters to be
considered at such meeting to a designated date which
may be more than 120 days after the date initially
set for the meeting, time and place, whether or not a
quorum is present with respect to such matter. Upon
motion of the chair of the meeting, the question of
adjournment may be (but is not required by these
Bylaws to be) submitted to a vote of the
Shareholders, and in that case, any adjournment with
respect to one or more matters must be approved by
the vote of holders of a majority of the Shares
present and entitled to vote with respect to the
matter or matters adjourned and, if approved, such
adjournment shall take place without further notice
other than announcement at the meeting at which the
adjournment is taken. Unless a proxy is otherwise
limited in this regard, any Shares present and
entitled to vote at a meeting, including any Shares
that are represented by broker nonvotes, may, at the
discretion of the proxies named therein, be voted in
favor of such an adjournment. Any proposal for which
sufficient favorable votes have been received may
(but need not) be acted upon and considered final and
effective regardless of whether the meeting is
adjourned to permit additional solicitation with
respect to any other proposal that is properly before
the meeting.

      10.3	Conduct of Meetings. Meetings of the
Shareholders shall be presided over by the Chair of
the Trustees, or, if the Chair is not present at the
meeting, then by a Trustee or officer designated by
the Chair or authorized by the Trustees, or if there
is no such person present at the meeting, then by
any officer of the Trust present at the meeting, and
such person shall be deemed for all purposes the
chair of the meeting. The chair of the meeting shall
have the right and authority to prescribe such
rules, regulations and procedures and to do all such
acts as, in the judgment of such chair, are
necessary, appropriate or convenient for the proper
conduct of the meeting, including, without


limitation, establishing an agenda or order of
business for the meeting rules and procedures for
maintaining order at the meeting and the safety of
those present conditions on the recording of the
meeting limitations on participation in such meeting
to Shareholders of record of the Trust and their
duly authorized and constituted proxies, and such
other persons as the chair shall permit restrictions
on entry to the meeting after the time fixed for the
commencement thereof limitations on the time
allotted to questions or comments by participants
conditions for the removal of any Shareholder or any
other person who refuses to comply with meeting
procedures, rules or guidelines as set forth by the
chair of the meeting and regulations for the opening
and closing of the polls for balloting on matters
which are to be voted on by ballot. With the
exception of proposals submitted in accordance with,
and otherwise meeting the requirements of, Rule 14a8
under the Securities Exchange Act of 1934, as
amended, or any successor provisions, only matters
proposed by the Trustees may be included in the
Trusts proxy materials. At all meetings of
Shareholders, unless voting is conducted by
inspectors, all questions relating to the
qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be
decided by the chair of the meeting. The chair of the
meeting shall determine, in the chairs sole
discretion, whether to appoint an inspector for any
meeting. Unless otherwise determined by the chair of
the meeting, meetings shall not be required to be
held in accordance with any rules of parliamentary
procedure.

      10.4	Record Dates. For the purpose of
determining the Shareholders of any class or series
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 (or their
designees) 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 class or series
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.

      10.5	Communications with Shareholders. Any
notices, reports, statements or other communications
with Shareholders of any kind required under the
Declaration of Trust, these Bylaws or applicable law
may be sent, delivered or made available in any
reasonable manner as may be determined by the
Trustees or officers if not otherwise prohibited by
applicable law, including, without limitation, by
mail, courier, email, facsimile or other electronic
means or by posting on a website and such
communications may be sent, delivered or otherwise
made available to Shareholders in accordance with
householding or other similar rules under which a
single copy of such notice or report may be sent to
Shareholders who reside at the same address. No
communication need be given to any Shareholder who
shall have failed to inform the Trust of the
Shareholders current address and the Trustees may
from time to time adopt, or may authorize the


officers or agents of the Trust to adopt,
procedures or policies with respect to
communications to Shareholders that are returned to
the Trust or its agents as undeliverable and
similar matters. Any Shareholder may waive receipt
of any notice or other communication.

      10.6	Proxies. The placing of a Shareholders name
on a proxy pursuant to telephone or electronically
transmitted instructions (including instructions
submitted via the Internet) 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 11

      11.1 Inspection of Books. The Trustees shall
from time to time determine whether and to what
extent, at what times and places and under what
conditions and regulations any of the accounts and
books of the Trust shall be open to the inspection
of the Shareholders, and no Shareholder shall have
any right to inspect any account or book or document
of the Trust except as conferred by law or otherwise
by the Trustees or by these Bylaws.

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 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 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 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 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.
      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 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
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 60day 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, means the rate of dividend
per annum that (i) except for a Dividend Period
commencing during a NonPayment 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
NonPayment Period, will be equal to the NonPayment
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 which banks in The City of New York are
authorized or obligated by law to close.
      Bylaws means these Amended and Restated Bylaws 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 A1+ or SP1+ 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 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 365 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 NonPayment Period, shall be a
Settlement Date for such share).
	Eac
h 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 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.
      Grossup 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.
      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 360day
basis of a discount basis security which is equal to
the yield on an


equivalent interestbearing 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
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
Applicab
le
Percenta
ge of AA
Composit
e
 	 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
onethousandth (0.001) of one percent per annum, with
any such number ending in five tenthousandths
(0.0005) of one percent being rounded upwards to the
nearest onethousandth (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 Moodys Exposure Period, in
accordance with the table set forth below
 Rating Category

M oodys Collateral Period

7 weeks or less
.....................................
.....................................
..
A
aa*

151%
A a*

159%
A *

168%
B
aa*

202%
O
ther*
*

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 shortterm Municipal
	Securities will be	115%,	so long as
such Municipal	Securities are
rated at	least MIG1, VMIG1	or P1 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&Prated 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 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 20% 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 longterm debt of the other party to the repurchase
agreement 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 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 longterm
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 12.1, 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
N2 (File Nos. 3326396 and 8115740) 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
1940, 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 closedend investment company as a
condition of paying dividends on its common stock).
      NonCall Period has the meaning described under
Specific Redemption Provisions below.
      NonPayment Period means any period commencing on
and including the day on which the Trust shall fail to
(i) declare, prior to 1200 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 1200 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 sameday funds,
with the Paying Agent by 1200 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 the designation of a Premium Call Period
and ending on and including the Business Day on which,
by 1200 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 sameday funds, provided that, a NonPayment
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 1200 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 1200 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
nonpayment 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 1200 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 nonpayment as the
NonPayment Period Rate applied to the amount of such
nonpayment based on the actual number of days
comprising such period divided by 365.
      NonPayment 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 thencurrent
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.
      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.
      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 PrudentialBache
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 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 (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 such Valuation Date occurs during a
NonPayment Period, the dividend for purposes of
calculation would accumulate at the then current
NonPayment 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 Grossup
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 longterm 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)(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
 	Rating Category
 AAA*		AA*		A*	BBB*
 190%	195%	210%	250%


22 Business Days
170
175
19
0
230
10 Business Days
155
160
17
5
215
7 Business Days
150
155
17
0
210
3 Business Days

* S&P rating.
130
135
15
0
190

      Notwithstanding the foregoing, (i) the S&P
Discount Factor for shortterm Municipal Securities
will be 115%, so long as such Municipal Securities
are rated A1+ or SP1+ 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 VMIG1,
Pl or MIG1 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 A1+ from S&P and further provided that such
shortterm Municipal Securities rated by Moodys but
not rated by S&P may comprise no more than 50% of
shortterm Municipal Securities that qualify as S&P
Eligible Assets and (ii) no S&P Discount Factor will
be applied to cash.
      S&P Eligible Asset means cash or a Municipal
Security that (i) is interest bearing and pays interest
at least semi annually (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 Moodysrated 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
Moodysrated 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 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 Bylaws.
Service means the Internal Revenue Service.
Settlement Date means the first Business Day
after a
Dividend Reset Date applicable to a share of RP.
      7day 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 NonCall
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 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
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.
      28day Dividend Period means a Dividend Period
containing twentyeight 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 1200
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
taxexempt 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 exemptinterest
dividends up to the amount of net taxexempt 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 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 365, and then
multiplying the percentage so obtained by
$100,000.
      (g)	No later than by 1200 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 NonPayment Period shall be
equal to the NonPayment Period Rate any share of RP for
which a Special Dividend Period would otherwise have
commenced on the first day of a NonPayment Period shall
have a 28day Dividend Period (in the case of Series A
and B shares of RP) or a 7day 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 NonPayment Period shall be a 28day Dividend
Period (in the case of Series A and B shares of RP) or
a 7day 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 1200 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 1200 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 1200 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 incur a late charge to be paid
therewith to such Holders and calculated for such
period of nonpayment at the NonPayment Period Rate
applied to the amount of such nonpayment 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 sameday
funds on any Business Day at any time shall be
considered equivalent to payment to such person in
New York Clearing House (nextday) funds at the same
time on the preceding Business Day, and any payment
made after 1200 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 1200 noon, New York City time, on the
next Business Day.
      (i)	Except during a NonPayment Period, by 100
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 100
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 28day Dividend Period (in the case of
Series A and B shares of RP) or a 7day 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, then the next Dividend Period for
all shares of RP shall be a 28day Dividend Period (in
the case of Series A and B shares of RP) or a 7day
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 100 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, then the next Dividend Period for all shares of
RP shall be a 28day Dividend Period (in the case of
Series A and B shares of RP) or a 7day 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 28day Dividend Period or a 7day
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 28day Dividend Period (in the case of
7 Series A and B shares of RP) or a 7day 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 28day Dividend Period (in the
case of Series A and B shares of RP) or a 7day 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, 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 28day Dividend Period
(in the case of Series A and B shares of RP) or a 7day
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 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 365 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 365 or more days, the Board of
Trustees, after consultation with the Remarketing
Agents, may establish Specific Redemption Provisions.
      On or before 500 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
(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 28day Dividend Period (in the case of Series
A and B shares of RP) or a 7day 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 the Trust in good faith as an
exemptinterest 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 Grossup 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 30 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 Grossup 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 Grossup 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 GrossUp Dividend) and the Grossup
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 Grossup 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 GrossUp Dividend (to the extent
that such Grossup 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 Gross up Dividends required to be made
under this paragraph 3(k).
Notwithstanding anything to the contrary contained
herein, no Grossup 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 NonCall
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 1940 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
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, 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 Bylaws.	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 NonCall Period provided that shares of RP subject
to a NonCall 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 NonCall Period will be selected for
redemption in an ascending order of outstanding NonCall
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


NonCall 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 NonCall 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 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 100 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 NonPayment 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 100
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 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 Bylaws 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 mayobtain 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 sameday funds, with
the Paying Agent, by 1200 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(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 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 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.
      (l)	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 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(l)
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 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
sameday 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 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
Bylaws, 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 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
onevotepershare 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 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 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 consent of the Holders of at least twothirds (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 twothirds (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 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 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 onevotepershare 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
Bylaws, 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.
      (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
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 1940 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 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 500 p.m., New York City
time, on the third Business Day after such day.
      (c)	On or before 500 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 500 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.
(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 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.
       (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.
       (j)	On or before 500 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 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),
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 Bylaws, shall be sufficiently
given if in writing and delivered in person or mailed by
firstclass 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
 which the conditions described below have been satisfied
(the Exchange Date), the RP will be exchanged on a
shareforshare 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 thencurrent
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 thencurrent 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 the
part of the Holders thereof, on a shareforshare 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 28day 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
       (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 Bylaws (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 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 Grossup
Dividends relating to the operation of the Trust and (x)
a change in pricing service.


PART II. REMARKETING
PROCEDURES
      1.	Remarketing Schedule. Each Remarketing
shall take place over a threeday 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 1200 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
nonbinding 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 nonbinding
indications (but not greater than the applicable
Maximum Dividend Rate). By 100 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 sharebyshare 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 400 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.
      (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 100 p.m., New York City time, on
each Tender Date and 400 p.m., New York City time, on
the succeeding Dividend Reset Date, the Remarketing
Agents shall determine the Applicable Dividend Rate
to the nearest onethousandth (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.
      (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 NonPayment 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, then, except during a
NonPayment 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 28day
Dividend Period (in the case of Series A and B shares
of RP) or for a 7day Dividend Period (in the case of
Series C shares of RP) and the next succeeding
Dividend Period shall be a 28day Dividend Period (in
the case of Series A and B shares of RP) and a 7day
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 taxexempt 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 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 NonPayment 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 400 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 28day Dividend Period
(in the case of Series A and B shares of RP) or
a 7day Dividend Period (in the case of Series C
shares of RP), shall
be the Maximum Dividend Rate for such 28day Dividend Period
or 7day 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 430 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.


       (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 sameday
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 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 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
NonPayment Period.	So long as a NonPayment 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 NonPayment 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 NonPayment 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 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 NonPayment
Period, to waive this requirement, the Trust will
also issue stoptransfer 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 NonPayment 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 stoptransfer
instructions referred to in paragraph 10(a) of this
Part II with respect to such shares.


Exhibit A
MASTER PURCHASERS LETTER
 Relating to Securities Involving
Rate Settings Through Auctions or
Remarketings

THE COMPANY A
REMARKETING
AGENT THE
TRUST COMPANY
A
BROKERDEALER
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, brokerdealer,
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 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 brokerdealer 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
brokerdealer 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
brokerdealer for Securities purchased on our behalf
shall not relieve us of any liability to such
brokerdealer 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 brokerdealer 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 brokerdealer 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 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 brokerdealer 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
stoptransfer 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 priordated 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.
12.	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 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
Pr
in
te
d
Na
me
Ti
tl
e


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 Bylaws
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. 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 Business Days, as
provided herein), the AA Composite Commercial Paper
Rate shall be the Interest Equivalent of the 60day
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 commencing during a
NonPayment 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 NonPayment Period, will be equal to the
NonPayment 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 which banks in The City of New York
are authorized or obligated by law to close.
      Bylaws means these Amended and Restated
Bylaws 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 A1+ or SP1+ 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 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 NonPayment 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 7day Dividend Period 28 consecutive days in the case
of a 28day 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 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.
      Grossup 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.
      Initial Dividend Period means, with respect to
any share of RP, a 28day 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 60day
basis of a discount basis security which is equal
to the yield on an equivalent interestbearing
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 Agents, which is
required to be executed by each purchaser of shares of
RP.
      Maximum Dividend Rate for any 7day Dividend
Period or 28day 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
Ap
pl
ic
ab
le
Pe
rc
en
ta
ge
of
AA
Co
mp
os
it
e
 	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.
The Remarketing Agents shall round each applicable
Maximum
Dividend Rate to the nearest onethousandth
(0.001) of one percent per annum, with
any such number ending in  five
tenthousandths  (0.0005) of one percent
being rounded upwards to the nearest
onethousandth
(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 Moodys
Exposure Period, in accordance with the
table set forth below
 	 Rating
Category



M oodys
Collateral
Period


A aa*


A a*


A *



B aa*	O ther**

7  weeks   or  less
............................................................
............	151%	159%	168%

202%.....................................................
..............................229%

8 weeks or less but greater
than seven weeks..
154
164

17
3
205
235



9 weeks or less but greater
than eight weeks..
158
169

17
9
209
242



10 weeks or less but greater
than nine weeks..
161
175

18
6
213
*	Moodys rating. **
	Municipal
250
Securities
not

rate
d

b
y

Moodys but rated BBB by S&P.
     Notwithstanding the foregoing, (i) the Moodys
Discount Factor for shortterm Municipal Securities
will be 115%, so long as such Municipal Securities
are rated at least M1G1, VMIG1 or P1 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&Prated
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
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
20% 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 term debt of the
other party to the repurchase agreement 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 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 longterm
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, 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 N2 (File Nos. 3326396 and 8115740) 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 1940, 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 closedend investment company as a
condition of paying dividends on its common
stock).
      NonCall Period has the meaning described under
Specific Redemption Provisions below.
     NonPayment Period means any period commencing on
and including the day on which the Trust shall fail
to (i) declare, prior to 1200 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 1200
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 sameday funds, with the Paying Agent by 1200
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 the designation of a Premium Call Period, and
ending on and including the Business Day on which, by
1200 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 sameday funds provided that,
a NonPayment 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 1200 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 1200 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 nonpayment 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 1200 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
nonpayment as the NonPayment Period Rate applied to
the amount of such nonpayment based on the actual
number of days comprising such period divided by 365.
      NonPayment 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 NonPayment 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 thencurrent 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 AC 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 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.
      Remarketing Agents means Merrill Lynch, Pierce,
Fenner & Smith Incorporated and PrudentialBache
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 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
(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
such Valuation Date occurs during a NonPayment Period,
the dividend for purposes of calculation would
accumulate at the then current NonPayment 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 Grossup 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 longterm debt


securities 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)(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
 	Rating Category
 AAA*		AA*		A*	BBB*	 190%
195%	210%	250%


22 Business Days
170
17
5
19
0
23
0
10 Business Days
155
16
0
17
5
21
5
7 Business Days
150
15
5
17
0
21
0


3 Business Days	130	135	150	190

* S&P rating.

      Notwithstanding the foregoing, (i) the S&P
Discount Factor for shortterm Municipal
Securities will be 115%, so long as such
Municipal Securities are rated A1+ or SP1+ 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 VMIG1, Pl or MIG1 by Moodys provided,
however, that if such shortterm 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 shortterm rating of at
least A1+ from S&P and further provided that
such shortterm Municipal Securities rated by
Moodys but not rated by S&P may comprise no more
than 50% of shortterm Municipal Securities that
qualify as S&P Eligible Assets and (ii) no S&P
Discount Factor will be applied to cash.

     S&P Eligible Asset means cash or a Municipal
Security that (i) is interest bearing and pays
interest at least semi annually (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
Moodysrated 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 Moodysrated 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 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 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.
      7day 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 NonPayment 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 365 or more days or
Special Dividend Period of 365 or more days, either,
or any combination of, (i) a period (a NonCall 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 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


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.
      28day 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 1200
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
taxexempt 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 exemptinterest dividends up to
the amount of net taxexempt


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
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
dividends on any such share shall be payable only on a
Dividend Payment Date applicable to such share.
      (g)	No later than by 1200 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 NonPayment Period
shall be equal to the NonPayment 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 NonPayment


Period shall have, instead, a 7day Dividend Period and
each Dividend Period commencing after the first day
of, and during, a NonPayment Period shall be a 7day
Dividend Period.	Any amount of
any dividend due on any Dividend Payment Date for any
shares of RP (if, prior to 1200 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 1200 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 1200
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 incur a late charge
to be paid therewith to such Holders and calculated
for such period of nonpayment at the NonPayment Period
Rate applied to the amount of such nonpayment 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 sameday funds
on any Business Day at any time shall be considered
equivalent to payment to such person in New York
Clearing House (nextday) funds at the same time on the
preceding Business Day, and any payment made after
1200 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 1200
noon, New York City time, on the next Business Day.
(i)	Except during a NonPayment Period, by 100 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 100 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 7day Dividend Period
or a 28day Dividend Period or 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 7day Dividend Period or a 28day 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 7day Dividend Period, and the Applicable
Dividend Rate shall be the Maximum Dividend Rate for
a 7day 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 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 7day
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 7day 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 100 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 7day Dividend Period or a 28day
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 7day Dividend Period, and the
Applicable Dividend Rate shall be the Maximum
Dividend Rate for a 7day 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, 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 7day 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 7day Dividend Period and the
Applicable Dividend Rate therefore shall be the
applicable Maximum Dividend Rate.
       (j)	Except during a NonPayment 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 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
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 NonPayment 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 (iii) if such Special
Dividend Period contains 365 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.
     On or before 500 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 7day Dividend Period and
an Applicable Dividend Rate shall be set by the
Remarketing Agent in accordance with the
remarketing procedures.
       (l)	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
exemptinterest 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 Grossup 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 30
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 Grossup 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 Grossup 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 GrossUp Dividend) and the Grossup
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 Grossup 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 GrossUp Dividend (to
the extent that such Grossup 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 Grossup
Dividends required to be made under this paragraph
3(1).	Notwithstanding anything to the contrary
contained herein, no Grossup 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
provided that, no share of RP shall be subject to
redemption pursuant to this paragraph 4(a) on any
Dividend Payment Date during a NonCall 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 1940
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 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
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 NonCall Period provided that share of RP
subject to a NonCall 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 NonCall Period will be selected
for redemption


in an ascending order of outstanding NonCall 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 NonCall 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 NonCall Period to which it is subject and
shares of RP subject to a NonCall 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 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 100
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 100 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
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 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 Bylaws 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 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 sameday funds,
with the Paying


Agent, by 1200 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 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 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.
      (l)	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 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 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 sameday 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 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
Bylaws, 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 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 onevotepershare 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 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 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
Bylaws, 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 Trust, without the affirmative vote or
consent of the Holders of at least twothirds (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 twothirds (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 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
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
onevotepershare 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
Bylaws, 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.
       (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 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 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 500 p.m.,
New York City time, on the third Business Day
after such day.
      (c)	On or before 500 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 500 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.
(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,
randomlyselected 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 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 randomlyselected 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.
       (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.
      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 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 Bylaws, shall
be sufficiently given if in writing and delivered
in person or mailed by firstclass 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.	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 prompt written notice of	(i) any material
change to the Declaration of Trust or Article XII of
the Bylaws (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 Grossup Dividends relating to the operation
of the Trust and
(x)	a change in pricing service.
PART II. REMARKETING
PROCEDURES
      1.	Remarketing Schedule. Each Remarketing for
shares of RP shall take place over a threeday 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 1200 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
nonbinding indications of the Applicable Dividend Rate
for the next succeeding 7day


Dividend Period, 28day 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
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
nonbinding indications (but not greater than the
applicable Maximum Dividend Rate).	By
100 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 sharebyshare 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 7day 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 400 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 a 7day Dividend Period, 2 8day 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 100 p.m., New York City time, on
each Tender Date and 400 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 7day 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 onethousandth (0.001) of one percent per
annum for the next 7day Dividend Period, the next
28day 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 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 7day Dividend Period, a 28day
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
NonPayment Period, after taking into account market
conditions as reflected in the prevailing yields on
fixed and variable rate taxable and taxexempt 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 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 NonPayment
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 7day Dividend Period


and the next succeeding Dividend Period shall be a
7day 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
taxexempt debt securities and the prevailing
dividend yields of fixed and variable rate preferred
stock determined for the purpose of providing
nonbinding 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
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 NonPayment 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 400 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
of RP in such Remarketing (ii) the next Dividend Period
shall be a 7day 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 430 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 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 sameday
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 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.
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.
      7.	Applicable Dividend Rate During a
NonPayment Period.	So long as a NonPayment
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 NonPayment 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 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 NonPayment
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 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 NonPayment Period, to waive this
requirement, the Trust will also issue stoptransfer
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 NonPayment 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 stoptransfer instructions referred to in
paragraph 10(a) of this Part II with respect to such
shares.

ARTICLE 13
Advance Notice Provisions

      13.1	Advance Notice of Shareholder Nominations
of Trustees and Other Shareholder Proposals.
Except as otherwise provided in Article 16 of
these Bylaws, the matters to be considered and
brought before any meeting of Shareholders shall
be limited to only such matters, including the
nomination and election of Trustees, as shall be
brought properly before such meeting in compliance
with the procedures set forth in this Section
13.1. Only persons who are nominated in accordance
with the following procedures, other than persons
nominated by the Board of Trustees, shall be
eligible for election as Trustees, and no proposal
to fix the number of Trustees shall be considered
at or brought before a meeting of Shareholders or
otherwise transacted unless notice is provided in
accordance with the following procedures, except
as may be otherwise provided in the Bylaws with
respect to the right of holders of remarketed
preferred shares, if any, of the Trust to nominate
and elect a specified number of Trustees in
certain circumstances.
      (a)	Shareholder Nominations for
Trustee and Other Shareholder Proposals
for Meetings of Shareholders.

      (1)	For any matter to be properly
brought before a meeting of
Shareholders, the matter must be (i)
specified in 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) brought
before the meeting by or at the
direction of the Trustees (or any duly
authorized committee thereof) or the
Chair of the Trustees or (iii) brought
before the meeting by any Shareholder of
the Trust who was a Shareholder of
record (1) at the time the notice
provided for in this Section 13.1 is
delivered to the Clerk of the Trust, (2)
at the record date for the meeting and
(3) at the time of the meeting, who is
entitled to vote at the meeting on the
nomination or proposal for which the
Shareholder has provided notice prior to
such meeting in accordance with this


Article 13, and who complies with the
notice procedures set forth in
subparagraph (2) of this paragraph (a)
of this Section 13.1 and the other
requirements of this Article 13. If the
Shareholder ceases to be a holder of
record of Shares, or if the beneficial
owner ceases to be the beneficial owner
of Shares to the extent the record owner
and beneficial owner are not the same
person, entitled to vote at such meeting
on the nomination or proposal for which
the Shareholder has provided notice
prior to such meeting in accordance with
this Article 13, the Shareholders
proposal shall automatically be
withdrawn from consideration at the
meeting.
      (2)	For such matter to be properly
brought before a meeting by a
Shareholder pursuant to clause (iii) of
subparagraph (1) 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
required information set forth in
paragraph
(c) of this Section 13.1.

(b)	Timely Notice.

(1)	A nnual 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 or a
special meeting in lieu of an annual
meeting (each, 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, 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 first mailed to
Shareholders and the date on which the
date of the Annual Meeting was publicly
announced or disclosed.
(2)	 Special Meeting (Other than 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 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 earlier of the date on
which notice of the date of the special
meeting was first mailed to Shareholders
and the date on which the date of the
special meeting was publicly announced
or disclosed.


(3)	G eneral.  In no event shall one or more
adjournments or
postponements (or public
announcements 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.

(4)	P ublicly Announced or Disclosed. For
purposes of this
Section 13.1, a matter shall be deemed to
have been publicly announced or disclosed
if such matter is disclosed in a press
release reported by the Dow Jones News
Service, Associated Press or comparable
national news service, in a document
publicly filed by the Trust with the
Securities Exchange Commission, or on a
website accessible to the public
maintained by the Trust or its investment
adviser or an affiliate of such
investment adviser with respect to the
Trust.
(c)	Content of Shareholders Notice.

(1)	S hareholder Nominations and Proposals to
Fix the
 Number of Trustees. Any Shareholder
desiring to nominate any person or
persons (as the case may be) for
election as a Trustee or Trustees of the
Trust shall set forth in the
Shareholders notice required by this
Section 13.1 as to each person, if any,
whom the Shareholder proposes to
nominate for election or reelection 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 SK
and paragraph (b) of Item 22 of Rule
14a101 (Schedule 14A) under 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
1940 Act) 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 owned beneficially
and 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, and shall
be accompanied by a written statement as
to why the Shareholder believes that the
proposal


to fix the number of Trustees at the
specified number is in the best interests
of Shareholders.

(2)	O ther Proposals. Any Shareholder
desiring to propose any
matter at a Shareholders meeting, other
than the nomination of one or more
persons for the election of Trustee or
Trustees or a proposal to fix the number
of Trustees (which shall be subject to
the provisions of subparagraph (1) of
paragraph (c) of this Section 13.1)
shall set forth in the Shareholders
notice required by this Section 13.1 (i)
the exact text of the proposal to be
presented (ii) a brief written statement
of the reasons why such Shareholder
favors the proposal and (iii) a brief
written statement why the proposal is in
the best interests of Shareholders.

(3)	G eneral Requirements. Without limiting
the foregoing,
any Shareholder who gives a Shareholders
notice of any matter proposed to be
brought before a Shareholder meeting
(whether or not involving nominees for
Trustees) as required by this Section
13.1 shall set forth in such
Shareholders notice, (i) the name and
address of the Shareholder, as it
appears on the Trusts books (ii) the
class or series and number of all Shares
owned beneficially and of record by the
Shareholder (or by each of the record
owner and beneficial owner if not the
same person, identifying the name and
address of each) (iii) any material
interest of such Shareholder in the
matter proposed (other than as a
Shareholder) (iv) if the proposal
involves nominee(s) for Trustees, a
description of all arrangements or
understandings between the Shareholder
and each proposed nominee and any other
person or persons (including their
names) pursuant to which the
nomination(s) are to be made by the
Shareholder (v) a representation that
the Shareholder intends to appear in
person or by proxy at the meeting to act
on the matter(s) proposed (vi) 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 with respect to
the matter(s) proposed pursuant to
Section 14 of the Exchange Act and the
rules and regulations promulgated
thereunder (vii) to the extent known by
the Shareholder giving notice, the name
and address of any other Shareholder
supporting the proposed nominee or other
proposal and (viii) in the case of a
beneficial owner, evidence establishing
such beneficial owners indirect
ownership of, and entitlement to vote,
Shares at the meeting of Shareholders.
As used in this Section 13.1, Shares
beneficially owned shall mean all Shares
which such person is deemed to
beneficially own pursuant to Rules 13d3
and 13d5 under the Exchange Act. The
Shareholder shall also provide such
other information as the Board of
Trustees may reasonably request in order


to assess whether the matter is a proper
matter for Shareholder consideration and
determine a position with respect to such
proposal.

(4)	B eneficial Owner. If the record owner
and the beneficial
owner of the Shares are not the same
person, the Shareholder shall also
provide the information called for by
clauses (iii), (iv), (v), (vi) and (vii)
of subparagraph (3) of paragraph (c) of
this Section 13.1 in respect of the
beneficial owner of such Shares.

      (d)	Attendance at Meeting.
Notwithstanding the foregoing provisions of
this Article 13, unless otherwise required by
the Declaration or Trust or applicable law,
if the Shareholder who has provided the
notice prescribed in paragraph (b) of this
Section 13.1 does not appear at the meeting
to present in person the nominations or other
proposals that were the subject of such
notice, any such nomination or nominations
shall not be acted on and any proposal or
proposals shall not be transacted.
      (e)	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.

ARTICLE 14
Amendments to the Bylaws

      14.1 General. These Bylaws may be amended or
repealed, in whole or in part, by a majority of
the Trustees then in office. These Bylaws may not
be amended by Shareholders.

ARTICLE 15
Claims

      15.1 Shareholder Claims. As used herein, a
direct Shareholder claim shall refer to (i) a
claim based upon alleged violations of a
Shareholders individual rights independent of any
harm to the Trust, including a Shareholders
voting rights under Article 10, rights to receive
a dividend payment as may be declared from time
to time, rights to inspect books and records, or
other similar rights personal to the Shareholder
and independent of any harm to the Trust and (ii)
a claim for which a direct shareholder action is
expressly provided under the U.S. federal
securities laws. Any claim asserted by a
Shareholder that is not a direct Shareholder
claim, including without limitation any claims
purporting to be brought on behalf of the Trust
or involving any alleged harm to the Trust, shall
be considered a derivative claim as used herein.


ARTICLE 16
Control Share
Acquisitions

      16.1	Certain Definitions. As used in this
Article 16, the following terms have the
meanings specified below

      (a)	Associate means, with respect to any
Person, any person who directly or indirectly
controls or is controlled by, or is under
common control with, such Person, control, as
used in this definition meaning the
possession, direct or indirect, of the power
to direct or cause the direction of the
management or policies of a Person, whether
through the ownership of voting securities,
by contract or otherwise any corporation or
organization of which such Person is an
officer, director or partner or in which such
Person performs a similar function any direct
or indirect Beneficial Owner of ten percent
(10%) or more of any class of equity
securities of such Person any trust or estate
in which such Person has a beneficial
interest not represented by transferable
shares or as to which such Person serves as
trustee or in a similar fiduciary capacity
any relative or spouse of such Person, or any
relative of such spouse, any one of whom has
the same residence as such Person or who is a
Trustee or officer of the Trust or any of its
affiliates any person who is acting or
intends to act jointly or in concert with
such Person in a Control Share Acquisition
and any affiliated person of such Person, as
such term is defined in Section 2(a)(3) of
the 1940 Act.

      (b)	Beneficial Ownership or Beneficially
Owned means the sole or shared power to
dispose or direct the disposition of Shares
or the sole or shared power to vote or to
direct the voting of Shares, whether such
power is direct or indirect or through any
contract, arrangement, understanding,
relationship or otherwise. A Person shall
not be deemed to be a Beneficial Owner of
Shares as to which such Person may exercise
voting power solely by virtue of a revocable
proxy conferring the right to vote. A member
of a national securities exchange shall not
be deemed to be a Beneficial Owner of Shares
held directly or indirectly by it on behalf
of another Person solely because such member
is the record holder of such securities and,
pursuant to the rules of such exchange, may
direct the vote of such Shares, without
instruction, on other than contested matters
or matters that may affect substantially the
rights or privileges of the holders of the
Shares to be voted but is otherwise
precluded by the rules of such exchange from
voting without instructions.

      (c)(1) Control Share Acquisition means
the acquisition by any Person of Beneficial
Ownership of Shares, other than remarketed
preferred shares of a series existing as of
September 18, 2020 (Existing Preferred
Shares), which, but for the provisions of
this Article 16, would have voting rights and
which, when added to all other Shares
Beneficially Owned by such Person (excluding
Existing Preferred Shares but including
Shares otherwise


included in the categories enumerated in
Section 16.1(c)(2)(i) through (vi) below),
would entitle such Person, upon acquisition of
such Shares, to vote or direct the voting of
Shares having voting power in the election of
Trustees (except for elections of Trustees by
preferred shareholders of the Trust voting as
a separate class) within any of the following
ranges of such voting power
(i)Onetenth or more, but less than onefifth of all
voting power
(ii)Onefifth or more, but less than onethird of all
voting power
(ii) Onethird or more, but less than a majority
of all voting power or
(iv) A majority or more of all voting power.
      Subject to Section 16.1(c)(2) below,
with respect to any Control Share Acquisition
by a Person, the following Shares, other than
any Existing Preferred Shares, shall be
deemed to have been acquired in the same
Control Share Acquisition for purposes of
this Article 16 (a) all Shares the Beneficial
Ownership of which is acquired by such Person
within ninety (90) days before the date on
which such Person makes an acquisition of
Beneficial Ownership of Shares that results
in such Control Share Acquisition and all
Shares the Beneficial Ownership of which was
acquired by such Person pursuant to a plan to
make a Control Share Acquisition and (b) all
Shares the Beneficial Ownership of which is
acquired by such Person within the range of
voting power (specified in this Section
16.1(c)(1)) to which the Control Share
Acquisition is subject at any time after the
date on which such Person makes an
acquisition of Beneficial Ownership of Shares
that results in such Control Share
Acquisition but prior to the authorization by
Shareholders of such Persons voting rights
with respect to such Control Share
Acquisition in accordance with Section 16.4
of this Article 16.

      (2)	A Control Share Acquisition shall
not include the acquisition of Beneficial
Ownership of Shares acquired
(i)	before September 18, 2020, provided,
for the avoidance of doubt, that Shares
acquired before September 18, 2020
shall, pursuant to Section 16.1(c)(1)
above, be added to Shares the Beneficial
Ownership of which is acquired after
September 18, 2020 for purposes of
determining whether a Control Share
Acquisition has taken place or will take
place following September 18, 2020
(ii)	pursuant to a contract to acquire
Shares existing before September 18,
2020
(iii)	by will or pursuant to the laws of descent and
distribution
(iv)	pursuant to the satisfaction of a
pledge or other security interest
created in good faith and not for the
purpose of circumventing the
provisions of this Article 16
(v)	pursuant to a tender offer, merger or
consolidation, but only if such tender
offer, merger or consolidation is
pursuant to an agreement to


which the Trust is a party and has been
approved by such proportion of the Board
of Trustees and/or Shareholders of the
Trust as is required pursuant to the
Declaration of Trust or Bylaws or
(vi)	through any other transaction that is
declared to be exempt from the
provisions of this Article 16 by vote of
a majority of the Board of Trustees,
whether such vote is taken before, at
the time of or after such transaction.
      (3)	The acquisition of Beneficial
Ownership of Shares does not constitute a
Control Share Acquisition if the acquisition
is made by a Person whose voting rights with
respect to Shares were previously authorized
by the Shareholders of the Trust in
compliance with this Article 16, unless such
acquisition, when added to all other Shares
Beneficially Owned by the Person making such
acquisition, other than any Existing
Preferred Shares, would entitle such
acquiring Person to vote or direct the voting
of Shares having voting power in the election
of Trustees in excess of the range of voting
power within which all Shares Beneficially
Owned by such Person whose voting rights were
previously so authorized had voting power
immediately following such authorization.

      (d)	Control Share Acquisition
Statement means a statement satisfying
the requirements of Section 16.2 below.

(e)	Interested Shares means Shares that are
Beneficially Owned by
(i)	any Person who has acquired or
proposes to acquire Beneficial
Ownership of Shares in a Control
Share Acquisition
(ii)	any officer of the Trust or
(iii)	any employee of the Trust or the
Trusts investment adviser who is also a
Trustee of the Trust.
      For the avoidance of doubt, any Person
whose voting rights in connection with a
Control Share Acquisition are subject to a
Shareholder vote at a meeting of Shareholders
pursuant to Section 16.3 shall be deemed to
hold Interested Shares with respect to any
Shareholder vote at such meeting on voting
rights in connection with a Control Share
Acquisition by any other Person.

      (f)	Person means any individual,
corporation, partnership, unincorporated
association or other entity, and includes any
Associate of such Person.

      16.2	Delivery of Control Share Acquisition
Statement. Any Person who has made a Control
Share Acquisition or has made a bona fide written
offer to make a Control Share Acquisition may
deliver a Control Share Acquisition Statement to
the Clerk of the Trust at the principal executive
offices of the Trust personally or by


certified mail. The Control Share Acquisition
Statement shall set forth all of the following
(i)	the identity/identities of such
Person who intends/intend to acquire or
has/have acquired Beneficial Ownership
of Shares
(ii)	a statement that such Control Share
Acquisition Statement is being made and
delivered pursuant to the provisions of
this Article 16
(iii)	the number and class or series of
Shares Beneficially Owned by such
Person prior to the Control Share
Acquisition
(iv)	the number and class or series of
Shares acquired or proposed to be
acquired by such Person pursuant to the
Control Share Acquisition and the range
of voting power to which the Control
Share Acquisition is or, if consummated,
would be subject pursuant to the
provisions of Section 16.1(c)(1) above
(v)	a description of the terms and
conditions of the proposed or completed
Control Share Acquisition, including
but not limited to the prices paid by
such Person in the Control Share
Acquisition and the dates upon which
the Shares were acquired or are planned
to be acquired and
(vi)	if the Control Share Acquisition has
not been completed, representations by
such Person that such Control Share
Acquisition, if consummated, will not be
contrary to law, and that such Person
has the financial capacity to consummate
the proposed Control Share Acquisition,
together with a statement in reasonable
detail of the material facts upon which
such representation is based.
      16.3	Meeting of Shareholders. (a) If the
Person delivering a Control Share Acquisition
Statement so demands in writing contemporaneously
with the delivery of such Control Share
Acquisition Statement, consideration of the voting
rights to be authorized for the Shares acquired or
proposed to be acquired in the Control Share
Acquisition shall be presented at the next meeting
of the Trusts Shareholders notice of which has not
been given prior to the receipt by the Trust of
the Control Share Acquisition Statement, whether
such meeting is an annual meeting, special meeting
in lieu of an annual meeting or special meeting
(and provided that the Board of Trustees shall
have no obligation to call such a meeting for the
sole purpose of considering the voting rights in
connection with a Control Share Acquisition). A
demand delivered pursuant to the preceding
sentence shall not be considered a notice of
Shareholder proposal for purposes of Article 13,
Section 13.1 of these Bylaws and shall not be
subject to the associated informational
requirements or deadlines. Such demand shall not
be effective unless accompanied by an undertaking
by the Person making such demand to pay, if
requested by the Trust, the reasonable expenses
incurred by the Trust arising from or relating to
the consideration of the voting rights of such
Person at a Shareholder meeting, but not including
the expenses of the Trust incurred in opposing a
vote to authorize voting rights for the Shares
acquired or proposed to be acquired in the Control
Share Acquisition. The Trust shall have no


obligation to, but may, include the consideration
of voting rights for the Shares acquired or
proposed to be acquired in a Control Share
Acquisition in its own proxy statement for any
Shareholder meeting. The Trustees may require the
acquiring Person to give bond, with sufficient
surety, or may require such Person to deposit cash
in escrow to reasonably assure the Trust that this
undertaking will be satisfied. For the avoidance
of doubt, a demand delivered pursuant to this
Section shall be limited to the consideration of
the voting rights to be authorized for only those
Shares acquired within the range of voting power
to which the Control Share Acquisition is subject
pursuant to the provisions of Section 16.1(c)(1)
above, and any Shares acquired in excess of such
range shall constitute a separate Control Share
Acquisition with respect to the next range of
voting power and, therefore, shall be treated
separately for purposes of applying the provisions
of this Article 16.

      (b)	The notice to the Shareholders of the
Trust of any annual meeting, special meeting in
lieu of an annual meeting or special meeting at
which the voting rights to be accorded Shares
acquired or proposed to be acquired in a Control
Share Acquisition are to be considered shall be
directed to all Shareholders of record of the
Trust entitled to vote on such matter as of the
record date set for such meeting. Such notice may
include or be accompanied by a copy of the
Control Share Acquisition Statement received by
the Trust pursuant to this Article 16, and such
other information as the Trust deems appropriate.

      (c)	A Person whose voting rights with respect
to Shares acquired in a Control Share Acquisition
are considered at a meeting of Shareholders of the
Trust with respect to one of the four ownership
thresholds specified in Section 16.1(c)(1) above
and not approved may not demand Shareholder
consideration of its voting rights in connection
with a Control Share Acquisition with respect to
the same ownership threshold at any subsequent
Shareholder meeting held within two calendar years
of the initial meeting at which such Persons
voting rights were considered with respect to such
threshold, and, for the avoidance of doubt, such
Person shall not have voting rights with respect
to such Shares except to the extent approved at a
future meeting held after the expiration of such
twoyear period and, after the expiration of such
twoyear period, such Person may deliver a Control
Share Acquisition Statement (in accordance with
Section 16.2 above) with respect to such Shares
(and/or any other Shares acquired in a Control Share
Acquisition with respect to the same ownership
threshold) and may demand Shareholder consideration
of the voting rights to be authorized for such
Shares (in accordance with Section 16.3(a) above).

      16.4	Authorization of Voting Rights. The
Person who has acquired Beneficial Ownership of
Shares in a Control Share Acquisition shall have
the same voting rights with respect to those
Shares as the Beneficial Owners of all other
Shares of the same class or series of the Trust
only to the extent authorized by vote of
Shareholders of the Trust at an annual meeting,
special meeting in lieu of an annual meeting or
special meeting at which such authorization is
considered pursuant to Section 16.3(a) above. At
any such meeting, such authorization shall be
considered prior to any other matter that is
subject to a Shareholder vote, and such
authorization


shall require the affirmative vote of the holders
of a majority of the Shares entitled to vote
generally in the election of Trustees, excluding
Interested Shares. For the avoidance of doubt,
Interested Shares shall be treated in the same
manner in connection with such authorization as
Shares acquired in a Control Share Acquisition for
which no authorization is approved by
Shareholders, as provided in the following
sentence. If no such vote is adopted, (a) the
Beneficial Owner of such Shares acquired in a
Control Share Acquisition shall not have power to
vote such Shares on any matters listed in Article
V, Section 1 of the Declaration of Trust, such
Shares held by such Beneficial Owner shall not be
entitled to the voting power set forth in Article
V, Section 1 of the Declaration of Trust and the
Beneficial Owner of such Shares shall not
otherwise have voting rights with respect to such
Shares with respect to any matter pursuant to
these Bylaws or the Declaration of Trust, and (b)
such Shares shall not be considered entitled to
vote for purposes of determining quorum pursuant
to Article V, Section 3 of the Declaration of
Trust and shall not be considered present and
entitled to vote with respect to any adjournment
within the meaning of Article 10, Section 10.2 of
these Bylaws. Such Shares shall have power to vote
(including the voting power prescribed in the
Declaration of Trust), be entitled to vote and be
present and entitled to vote upon transfer of
Beneficial Ownership of such Shares to another
Person unless such transfer constitutes a Control
Share Acquisition by the acquirer, in which event
the ability of the acquirer to vote such Shares
shall be subject to the provisions of this Article
16.

      16.5	Persons Required to Provide Information
Interpretation. (a) Each Person who owns Shares
either beneficially or of record shall provide to
the Trust such information as the Trust may
request as is necessary for the Trust to apply the
provisions in this Article 16.

      (b) Upon approval by a majority of the Board
of Trustees, the Board of Trustees may adopt
policies, procedures or resolutions to supply any
omission, cure any ambiguity or correct or
supplement any defective or inconsistent
provisions contained in this Article 16. Any
interpretation of any term or provision contained
in this Article 16 made by the Trustees in good
faith shall be conclusive and binding upon all
Shareholders of the Trust.



*Of the amendments below, only the amendments to Article
12 remain current. Apart from the amendments to Article
12, all other amendments have been superseded by the
Amended and Restated Bylaws of Putnam Managed Municipal
Income Trust dated as of September 18, 2020.

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 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
NonPayment 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.



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/P1**
*
(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%

* Moodys 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 2a7 money market funds shall be 0% and (e)
the Moodys Discount Factor for Aaa Municipal Bonds will be
used to discount prerefunded bonds even if the prerefunded
bonds are subsequently not rerated.

      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 shortterm Municipal Bond
rated VMIG1, MIG1 or P1 by Moodys or SP1+ or A1+ by S&P
(d) a zerocoupon 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 thirdparty 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
longterm 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 longterm
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
2a7 money market funds shall be discounted at 110%, and
the S&P Discount Factor for shortterm Municipal Bonds
shall be 115% so long as such Municipal Bonds are rated
A1+ or SP1+ 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 A1 or SP1 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 A1+ or SP1+ by another nationally
recognized statistical rating organization, on a case by
case basis provided, however, that any such nonS&P rated
shortterm 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 shortterm
rating of at least A1+ from S&P and further provided that
such non S&P rated shortterm Municipal Bonds may comprise
no more than 50% of shortterm 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 nonrated (such
Municipal Bonds are hereinafter referred to as High Yield
Securities) may comprise no more than 20% of the shortterm
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 SP1+ or, if not
rated by S&P, equivalent to A1+ or SP1+ 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 longterm rating, shall be considered to be
shortterm Municipal Bonds and (E) the S&P Discount Factor
for AAA Municipal Bonds will be used to discount
prerefunded bonds even if the prerefunded bonds are
subsequently not rerated.
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 semiannually (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 shortterm 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.
Nonrated 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 nonrated 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 longterm 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 shortterm 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 twoforone 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 twoforone 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 NonPayment Period in
Article 12, Section 12.1, Part I, paragraph 1 is
hereby deleted and replaced in its entirety with the
following

      "	NonPayment Period means any period commencing on and
including the day on which the Trust shall fail to (i)
declare, prior to 1200 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 1200 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 sameday funds, with
the Paying Agent by 1200 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 1200 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 sameday funds, provided that, a
NonPayment 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 1200 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 1200
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
nonpayment 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 1200 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
nonpayment as the NonPayment Period Rate applied to the amount
of such nonpayment 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 NonPayment 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
Grossup 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 longterm 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 NonCall 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 NonPayment Period, by 100 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 100
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 28day Dividend Period (in the case of
Series A and B shares of RP) or a 7day 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 28day Dividend Period (in the case
of Series A and B shares RP) or a 7day 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 100 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 28day
Dividend Period (in the case of Series A



and B shares of RP) or a 7day 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 28day
Dividend Period or a 7day 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 28day Dividend Period (in the
case of Series A and B shares of RP) or a 7day 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 28day 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 28day Dividend Period (in the case
of Series A and B shares of RP) or a 7day 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 NonCall 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 Bylaws. 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 NonCall Period provided
that shares of RP subject to a NonCall 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 NonCall Period will be selected for
redemption in an ascending order of outstanding NonCall
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 NonCall 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 sameday funds, with the Paying
Agent, by 1200 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 sameday 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 thencurrent 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
thencurrent 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 1200 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 nonbinding 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 nonbinding
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 nonbindingindications
(but not greater than the applicable Maximum Dividend
Rate). By 100 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 sharebyshare 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 400 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 100 p.m., New York City time, on each Tender
Date and 400 p.m., New York City time, on the succeeding
Dividend Reset Date, the Remarketing Agents shall determine
the Applicable Dividend Rate to the nearest onethousandth
(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 NonPayment Period, after
taking into account market conditions as reflected in the
prevailing yields on fixed and variable rate taxable and
taxexempt 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 28day Dividend Period
(in the case of Series A and B shares of RP) or for a 7day
Dividend Period (in the case of Series C shares of RP) and the
next succeeding Dividend Period shall be a 28day Dividend
Period (in the case of Series A and B shares of RP) and a 7day
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
400 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 28day Dividend
Period (in the case of Series A and B shares of RP) or a
7day Dividend Period (in the case of Series C shares of
RP), shall be the Maximum Dividend Rate for such 28day
Dividend Period or 7day Dividend Period, as the case may be.


This Amendment is effective as of February 15, 2008.



PUTNAM MANAGED MUNICIPAL INCOME TRUST

Amendment to Bylaws

WHEREAS, ARTICLE 14, Section 14.1 and ARTICLE 12, Section
12.1, Part I, paragraph 6(c) of the Bylaws (the Bylaws)
of Putnam Managed Municipal Income Trust (the Trust)
permit the Board of Trustees of the Trust (the Trustees)
to amend or repeal, in whole or in part, the Bylaws
provided that such amendment or repeal does not
materially and adversely affect any preference, right or
power of the Preferred Shares or any holder therof

WHEREAS, the Trustees desire to amend the Bylaws to add
two new sections to ARTICLE 11 that enumerate the
Chairmans power to determine the order of business at
shareholder meetings, to prescribe rules and take actions
as are appropriate for the proper conduct of such
meetings, and to adjourn shareholder meetings

WHEREAS, the Trustees desire to amend the Bylaws to amend
and restate in their entirety Subsections 6(a) and 6(b)
of ARTICLE 12, Section 12.2, PART I, concerning the right
to nominate preferred share trustees.

WHEREAS, the Trustees have determined that such
amendment does not materially and adversely affect any
preference, right or power of the Preferred Shares or
any holder therof NOW, THEREFORE, the Bylaws are
hereby amended as follows

1.	The following shall be added as ARTICLE 11, Section
11.4

11.4	C onduct of Meetings. The person serving as chairman of a
meeting of shareholders in
accordance with Article 3, Section 3.5 of these Bylaws
shall determine the order of business of the meeting and
may prescribe such rules, regulations and procedures and
take such actions as, in the discretion of such chairman,
are appropriate for the proper conduct of the meeting. For
any matter to be properly before any meeting of
shareholders, the matter must be a proper matter for
shareholder action under the Declaration of Trust, these
Bylaws and applicable law and must be specifically
identified in the notice of meeting or otherwise brought
before the meeting in accordance with these Bylaws or by
or at the direction of the chairman of the meeting, in the
chairmans sole direction.

2.	The following shall be added as ARTICLE 11, Section
11.5

11.5	A djournment. Any meeting of shareholders may,
by action of
the chairman of the
meeting, be adjourned without further notice with respect
to one or more matters to be considered at such meeting to
a designated time and place, whether or not a quorum is
present with respect to such matter upon motion of the
chairman of the meeting, the question of adjournment may
be submitted to a vote of the shareholders, and in that
case, any adjournment with respect to one or more matters
must be approved by the vote of holders of a majority of
the shares present and entitled to vote with respect to
the matter or matters adjourned, and without



further notice to the extent permitted by Article V,
Section 2 of the Declaration of Trust. Unless a proxy is
otherwise limited in this regard, any Shares present and
entitled to vote at a meeting that are represented by
broker nonvotes, may, at the discretion of the proxies
named therein, be voted in favor of such an adjournment.

3.	ARTICLE 12, Section 12.2, PART I, Subsections
6(a) and 6(b) are deleted in their entirety and
replaced with the following
      (a)	 General. Except as otherwise provided in the
Declaration of Trust or Bylaws, 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 nominate
and 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 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 onevotepershare basis (to
the exclusion of the holders of all other securities and
classes of capital shares of the Trust), to nominate and
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 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).


This Amendment is effective as of November 11, 2011.



PUTNAM MANAGED MUNICIPAL INCOME TRUST

Amendment to Amended and Restated Bylaws

WHEREAS, ARTICLE 13, Section 13.1, ARTICLE 12, Section
12.1, Part I, paragraph 6(c) and ARTICLE 12, Section 12.2,
Part I, paragraph 6(c) of the Amended and Restated Bylaws
(the Bylaws) of Putnam Managed Municipal Income Trust (the
Trust), as last amended by an Amendment effective as of
November 11, 2011, permit the Board of Trustees of the
Trust (the Trustees) to amend or repeal, in whole or in
part, the Bylaws provided that such amendment 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 to amend
and restate the definition of S&P Eligible Asset
contained in ARTICLE 12, Section 12.1, PART I, paragraph
1 and ARTICLE 12, Section 12.2, PART I, paragraph 1

WHEREAS, the Trustees have determined that such
amendment does 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.	The definition of S&P Eligible Asset in
ARTICLE 12, Section 12.1, PART I, paragraph 1 and
ARTICLE 12, 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 semiannually (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 shortterm 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.
Nonrated 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 nonrated 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 longterm 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 shortterm 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.

      Notwithstanding the foregoing, all aforementioned
definitions and limitations are further subject to the
requirements and limitations as set forth in Methodology
And Assumptions For



Market Value Securities published by Standard & Poors
Ratings Services on September 17, 2013.


This Amendment is effective as of March 21, 2014.



PUTNAM MANAGED MUNICIPAL INCOME TRUST

Amendment to Amended and Restated Bylaws

WHEREAS, Article 14, Section 14.1 of the Amended and
Restated Bylaws (the Bylaws) of Putnam Managed Municipal
Income Trust (the Trust) permits the Trustees to amend or
to repeal the Bylaws except as otherwise expressly stated
in the Bylaws.

WHEREAS, Article 12, Section 12.1, Part I, paragraph 6(c)
and Article 12, Section 12.2, Part I, paragraph 6(c)
provide that so long as any shares of RP are outstanding,
the Trust will not, without the affirmative vote or
consent of the Holders of at least a majority of the
shares of RP outstanding at the time, amend, alter or
repeal provisions of the Bylaws so as to affect materially
and adversely any preference, right or power of shares of
RP or the Holders thereof (terms used without definition
in this amendment have the respective meanings ascribed to
them in the Bylaws)
WHEREAS, the Trustees desire to amend certain provisions
of Article 12, Section 12.1 and Article 12, Section 12.2
of the Bylaws relating to (1) the delivery of the RP Basic
Maintenance Report to the Remarketing Agents and the
Paying Agent and (2) the delivery of the Accountants
Confirmation

WHEREAS, the Trustees have determined that this amendment
would not affect materially and adversely any preference,
right or power of shares of RP or the Holders thereof

NOW, THEREFORE, the Bylaws are amended as follows

      1.	Each of Article 12, Section 12.1, Part I,
paragraph 1 and Article 12, Section 12.2, Part I,
paragraph 1 is amended by deleting the term Accountants
Confirmation and its definition.

      2.	Each of Article 12, Section 12.1, Part I,
paragraph 8(e) and Article 12, Section 12.1, Part I,
paragraph 8(e) is amended by deleting references to the
Accountants Confirmation.

      3.	Each of Article 12, Section 12.1, Part I,
paragraph 8(b), (c), (d) and (e) and Article 12, Section
12.2, Part I, paragraphs 8(b), (c), (d) and (e) is amended
by deleting references to the Remarketing Agents and the
Paying Agent.

      4.	The text of each of Article 12, Section 12.1,
Part I, paragraph 8(f), (g), (h) and (i) of the Bylaws is
deleted and, in each case, the word Reserved is
substituted in its place.

      5.	The text of each of Article 12, Section 12.2,
Part I, paragraph 8(f), (g), (h) and (i) of the Bylaws is
deleted and, in each case, the word Reserved is
substituted in its place.

      6.	The second sentence of Article 12, Section 12.1,
Part I, paragraph 8(j) of the Bylaws is deleted.



This Amendment is effective as of June 24, 2016.