EX-99.77Q1 OTHR EXHB

For period ending   April 30, 2008							77.Q.1

File number 811-22078

                             AMENDED AND RESTATED BY-LAWS
                                         OF
                                   MASTER TRUST
                                FEBRUARY 13, 2008

                         TABLE OF CONTENTS             Page
ARTICLE I.	PRINCIPAL OFFICE AND SEAL	        1
 Section 1.	Principal Office	                1
 Section 2.	Seal	                                1

ARTICLE II.	MEETINGS OF TRUSTEES	                1
 Section 1.	Action by Trustees	                1
 Section 2.	Compensation of Trustees	        1
 Section 3.	Retirement of Trustees            	1

ARTICLE III.	COMMITTEES                      	2
 Section 1.	Establishment                   	2
 Section 2.	Proceedings; Quorum; Action     	2
 Section 3.	Compensation of Committee Members	2

ARTICLE IV.	OFFICERS                          	2
 Section 1.	General                          	2
 Section 2.	Election                        	2
 Section 3.	Vacancies and Newly Created Offices	2
 Section 4.	Removal and Resignation         	3
 Section 5.	Chairman                        	3
 Section 6.	President                       	3
 Section 7.	Vice President(s)                	3
 Section 8.	Treasurer and Assistant Treasurer(s)	3
 Section 9.	Secretary and Assistant Secretaries	4
 Section 10.	Compensation of Officers         	4
 Section 11.	Surety Bond                     	4

ARTICLE V.	MEETINGS OF SHAREHOLDERS        	4
 Section 1.	No Annual Meetings              	4
 Section 2.	Special Meetings                	4
 Section 3.	Notice of Meetings; Waiver       	5
 Section 4.	Adjourned Meetings               	5
 Section 5.	Validity of Proxies              	5
 Section 6.	Record Date                     	6
 Section 7.	Action Without a Meeting        	6

ARTICLE VI.	SHARES OF BENEFICIAL INTEREST    	6
 Section 1.	No Share Certificates           	6
 Section 2.	Transfer of Shares	                6

ARTICLE VII.	CUSTODY OF SECURITIES	                6
 Section 1.	Employment of a Custodian        	6
 Section 2.	Termination of Custodian Agreement	7
 Section 3.	Other Arrangements              	7

ARTICLE VIII.	FISCAL YEAR AND ACCOUNTANT       	7
 Section 1.	Fiscal Year                     	7
 Section 2.	Accountant                      	7

ARTICLE IX.	AMENDMENTS                      	7
 Section 1.	General                         	7
 Section 2.	By Shareholders Only            	7

ARTICLE X.	NET ASSET VALUE	                        8

ARTICLE XI.	MISCELLANEOUS                   	8
 Section 1.	Inspection of Books              	8
 Section 2.	Severability	                        8
 Section 3.	Headings                        	8


                         amended and restated BY-LAWS
                                     OF
                                MASTER TRUST
These Amended and Restated By-laws of Master Trust (the Trust),
a Delaware statutory trust, are subject to the Trust Instrument of the
Trust made as of June 12, 2007, as from time to time amended,
supplemented or restated (the Trust Instrument).  Capitalized terms
used herein have the same meanings as in the Trust Instrument.

                                 ARTICLE I.

                           PRINCIPAL OFFICE AND SEAL

      Section 1.	Principal Office.  The principal office of the Trust
shall be located in New York, New York, or such other location as the
Trustees determine.  The Trust may establish and maintain other offices and
places of business as the Trustees determine.

      Section 2.	Seal.  The Trustees may adopt a seal for the Trust in
such form and with such inscription as the Trustees determine. Any Trustee or
officer of the Trust shall have authority to affix the seal to any document.

                            ARTICLE II.

                        MEETINGS OF TRUSTEES

      Section 1.	Action by Trustees.  Trustees may take actions at meetings
held at such places and times as the Trustees may determine, or without
meetings, all as provided in Article II, Section 7, of the Trust
Instrument.

      Section 2.	Compensation of Trustees.  Each Trustee who is neither an
employee of an investment adviser of the Trust or any Series nor an employee
of an entity affiliated with the investment adviser may receive such
compensation from the Trust for services as the Trustees may determine.
Each Trustee may receive such reimbursement for expenses as the Trustees
may determine.

      Section 3.	Retirement of Trustees.  Each Trustee who has attained
the age of seventy-five (75) years shall retire from service as a Trustee on
the last day of the month in which he or she attains such age.
Notwithstanding anything in this Section, a Trustee may retire at any time as
provided for in the governing instrument of the Trust.

                              ARTICLE III.

                              COMMITTEES

      Section 1.	Establishment.  The Trustees may designate one or more
 committees of the Trustees, which may include an Executive Committee, a
Nominating Committee, and an Audit Committee. The Trustees shall determine
the number of members of each committee and its powers and shall appoint
its members and its chair. Each committee member shall serve at the
pleasure of the Trustees. The Trustees may abolish any committee at any time.
Each committee may maintain records of its meetings and report its actions
to the Trustees. The Trustees may rescind any action of any committee, but
such rescission shall not have retroactive effect. The Trustees may delegate
to any committee any of its powers, subject to the limitations of applicable
law.
      Section 2.	Proceedings; Quorum; Action.  Each committee may adopt
such rules governing its proceedings, quorum and manner of acting as it shall
deem proper and desirable. In the absence of such rules, a majority of any
committee shall constitute a quorum, and a committee shall act by the vote
of a majority of a quorum.

      Section 3.	Compensation of Committee Members.  Each committee member
who is otherwise eligible for compensation pursuant to Article II, Section 2
hereof may receive such compensation from the Trust for services as the
Trustees may determine. Each Trustee may receive such reimbursement for
expenses as the Trustees may determine.

                              ARTICLE IV.

                               OFFICERS

      Section 1.	General.  The officers of the Trust shall be a Chairman,
a President, one or more Vice Presidents, a Treasurer, and a Secretary, and
may include one or more Assistant Treasurers or Assistant Secretaries and such
other officers (Other Officers) as the Trustees may determine.

      Section 2.	Election, Tenure and Qualifications of Officers. The
Trustees shall elect the officers of the Trust. Each officer elected by the
Trustees shall hold office until his or her successor shall have been elected
and qualified or until his or her earlier death, inability to serve, or
resignation.  Any person may hold one or more offices, except that the
Chairman and the Secretary may not be the same individual. A person who holds
more than one office in the Trust may not act in more than one capacity to
execute, acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer. No officer other
than the Chairman need be a Trustee or Shareholder.

      Section 3.	Vacancies and Newly Created Offices.  Whenever a
vacancy shall occur in any office or if any new office is created, the
Trustees may fill such vacancy or new office.

      Section 4.	Removal and Resignation.  Officers serve at the
pleasure of the Trustees and may be removed at any time with or without
cause. The Trustees may delegate this power to the Chairman or President
with respect to any Other Officer. Such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any officer may
resign from office at any time by delivering a written resignation to the
Trustees, Chairman, or the President. Unless otherwise specified therein,
such resignation shall take effect upon delivery.

      Section 5.	Chairman.  The Chairman shall preside at all meetings
of the Trustees and shall in general exercise the powers and perform the
duties of the Chairman of the Trustees. The Chairman shall exercise such other
powers and perform such other duties as the Trustees may assign to the
Chairman.

      Section 6.	President.  The President shall be the chief executive
officer of the Trust. The President shall preside at any Shareholders
meetings. Subject to the direction of the Trustees, the President shall have
general charge, supervision and control over the Trusts business affairs and
shall be responsible for the management thereof and the execution of policies
established by the Trustees. Except as the Trustees may otherwise order, the
President shall have the power to grant, issue, execute or sign powers of
attorney, proxies, agreements or other documents. The President also shall
have the power to employ attorneys, accountants and other advisers and agents
for the Trust, except as otherwise required by the 1940 Act. At the request
or in the absence or disability of the Chairman, the President shall perform
all the duties of the Chairman and, when so acting, shall have all the powers
of the Chairman.

      Section 7.	Vice President(s).  The Vice President(s) shall have
such powers and perform such duties as the Trustees or the Chairman may
determine. At the request or in the absence or disability of the President,
the Vice President (or, if there are two or more Vice Presidents, then the
senior of the Vice Presidents present and able to act) shall perform all the
duties of the President and, when so acting, shall have all the powers of the
President. The Trustees may designate a Vice President as the principal
financial officer of the Trust or to serve one or more other functions.
If a Vice President is designated as principal financial officer of the Trust,
he or she shall have general charge of the finances and books of the Trust
and shall report to the Trustees annually regarding the financial condition
of each Series as soon as possible after the close of such Seriess fiscal
year. The Trustees also may designate one of the Vice Presidents as Executive
Vice President.

      Section 8.	Treasurer and Assistant Treasurer(s).  The Treasurer
may be designated as the principal financial officer or as the principal
accounting officer of the Trust. If designated as principal financial
officer, the Treasurer shall have general charge of the finances and books
of the Trust, and shall report to the Trustees annually regarding the
financial condition of each Series as soon as possible after the close of such
Series fiscal year. The Treasurer shall be responsible for the delivery of all
funds and securities of the Trust to such company as the Trustees shall
retain as Custodian. The Treasurer shall furnish such reports concerning the
financial condition of the Trust as the Trustees may request. The Treasurer
shall perform all acts incidental to the office of Treasurer, subject to
the Trustees supervision, and shall perform such additional duties as the
Trustees may designate. Any Assistant Treasurer may perform such duties of
the Treasurer as the Trustees or the Treasurer may assign, and, in the
absence of the Treasurer, may perform all the duties of the Treasurer.

      Section 9.	Secretary and Assistant Secretaries.  The Secretary
shall record all votes and proceedings of the meetings of Trustees and
Shareholders in books to be kept for that purpose. The Secretary
shall be responsible for giving and serving notices of the Trust. The
Secretary shall have custody of any seal of the Trust and shall be
responsible for the records of the Trust, including the Share register and
such other books and documents as may be required by the Trustees or by law.
The Secretary shall perform all acts incidental to the office of Secretary,
subject to the supervision of the Trustees, and shall perform such additional
duties as the Trustees may designate. Any Assistant Secretary may perform
such duties of the Secretary as the Trustees or the Secretary may assign,
and, in the absence of the Secretary, may perform all the duties of the
Secretary.

      Section 10.	Compensation of Officers.  Each officer may receive
such compensation from the Trust for services and reimbursement for
expenses as the Trustees may determine.

      Section 11.	Surety Bond.  The Trustees may require any officer or
agent of the Trust to execute a bond (including, without limitation, any bond
required by the 1940 Act and the rules and regulations of the Securities and
Exchange Commission (Commission)) to the Trust in such sum and with such
surety or sureties as the Trustees may determine, conditioned upon the
faithful performance of his or her duties to the Trust, including
responsibility for negligence and for the accounting of any of the Trusts
property, funds or securities that may come into his or her hands.

                               ARTICLE V.

                         MEETINGS OF SHAREHOLDERS

      Section 1.	No Annual Meetings.  There shall be no annual Shareholders
meetings, unless required by law.

      Section 2.	Special Meetings.  The Secretary shall call a special
meeting of Shareholders of any Series or Class whenever ordered by the
Trustees. The Secretary also shall call a special meeting of Shareholders
of any Series or Class upon the written request of Shareholders owning at
least ten percent of the Outstanding Shares of such Series or Class entitled
to vote at such meeting; provided, that (1) such request shall state the
purposes of such meeting and the matters proposed to be acted on, and (2) the
Shareholders requesting such meeting shall have paid to the Trust the
reasonably estimated cost of preparing and mailing the notice thereof,
which the Secretary shall determine and specify to such Shareholders.  If the
Secretary fails for more than thirty days to call a special meeting when
required to do so, the Trustees or the Shareholders requesting such a meeting
may, in the name of the Secretary, call the meeting by giving the required
notice.  The Secretary shall not call a special meeting upon the request of
Shareholders of any Series or Class to consider any matter that is
substantially the same as a matter voted upon at any special meeting of
Shareholders of such Series or Class held during the preceding twelve months,
unless requested by the holders of a majority of the Outstanding Shares of
such Series or Class entitled to be voted at such meeting. A special meeting
of Shareholders of any Series or Class shall be held at such time and place
as is determined by the Trustees and stated in the notice of that meeting.

      Section 3.	Notice of Meetings; Waiver.  The Secretary shall call
a special meeting of Shareholders by giving written notice of the place, date,
time, and purposes of that meeting at least fifteen days before the date of
such meeting.  The Secretary may deliver or mail, postage prepaid, the written
notice of any meeting to each Shareholder entitled to vote at such meeting.
If mailed, notice shall be deemed to be given when deposited in the United
States mail directed to the Shareholder at his or her address as it appears
on the records of the Trust.

      Section 4.	Adjourned Meetings.  A Shareholders meeting may be
adjourned one or more times for any reason, including the failure of a
quorum to attend the meeting.  No notice of adjournment of a meeting to
another time or place need be given to Shareholders if such time and
place are announced at the meeting at which the adjournment is taken
or reasonable notice is given to Persons present at the meeting, and if the
adjourned meeting is held within a reasonable time after the date set for the
original meeting.  Determination of reasonable notice and a reasonable time
for purposes of the foregoing sentence is to be made by the officers of
the Trust.  Any business that might have been transacted at the original
meeting may be transacted at any adjourned meeting.  If after the
adjournment a new record date is fixed for the adjourned meeting, the
Secretary shall give notice of the adjourned meeting to Shareholders
of record entitled to vote at such meeting. Any irregularities in the
notice of any meeting or the nonreceipt of any such notice by any of the
Shareholders shall not invalidate any action otherwise properly taken at
any such meeting.

      Section 5.	Validity of Proxies.  Subject to the provisions of
the Trust Instrument, Shareholders entitled to vote may vote either in person
or by proxy; provided, that either (1) the Shareholder or his or her duly
authorized attorney has signed and dated a written instrument authorizing
such proxy to act, or (2) the Trustees adopt by resolution an electronic,
telephonic, computerized or other alternative to execution of a written
instrument authorizing the proxy to act, but if a proposal by anyone other
than the officers or Trustees is submitted to a vote of the Shareholders of
any Series or Class, or if there is a proxy contest or proxy solicitation
or proposal in opposition to any proposal by the officers or Trustees, Shares
may be voted only in person or by written proxy.  Unless the proxy provides
otherwise, it shall not be valid for more than eleven months before the
date of the meeting.  All proxies shall be delivered to the Secretary or
other person responsible for recording the proceedings before being voted.
A proxy with respect to Shares held in the name of two or more persons shall
be valid if executed by one of them unless at or prior to exercise of such
proxy the Trust receives a specific written notice to the contrary from any
one of them.  Unless otherwise specifically limited by their terms, proxies
shall entitle the Shareholder to vote at any adjournment of a Shareholders
meeting. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise, and the
burden of proving invalidity shall rest on the challenger. At every meeting
of Shareholders, unless the voting is conducted by inspectors, the chairman
of the meeting shall decide all questions concerning the qualifications of
voters, the validity of proxies, and the acceptance or rejection of votes.
Subject to the provisions of the Delaware Statutory Trust Act, the Trust
Instrument, or these By-laws, the General Corporation Law of the State of
Delaware relating to proxies, and judicial interpretations thereunder, shall
govern all matters concerning the giving, voting or validity of proxies, as
if the Trust were a Delaware corporation and the Shareholders were
shareholders of a Delaware corporation.

      Section 6.	Record Date.  The Trustees may fix in advance a date
up to ninety days before the date of any Shareholders meeting as a record date
for the determination of the Shareholders entitled to notice of, and to vote
at, any such meeting.  The Shareholders of record entitled to vote at a
Shareholders meeting shall be deemed the Shareholders of record at any
meeting reconvened after one or more adjournments, unless the Trustees have
fixed a new record date.

      Section 7.	Action Without a Meeting.  Shareholders may take any
action without a meeting if a majority (or such greater amount as may be
required by law) of the Outstanding Shares entitled to vote on the matter
 consent to the action in writing and such written consents are filed with
the records of Shareholders meetings.  Such written consent shall be treated
for all purposes as a vote at a meeting of the Shareholders.

                             ARTICLE VI.

                       SHARES OF BENEFICIAL INTEREST

      Section 1.	No Share Certificates.  Neither the Trust nor any Series
or Class shall issue certificates certifying the ownership of Shares, unless
the Trustees may otherwise specifically authorize such certificates.

      Section 2.	Transfer of Shares.  Shares shall be transferable only
by a transfer recorded on the books of the Trust by the Shareholder of record
in person or by his or her duly authorized attorney or legal representative.
Shares may be freely transferred and the Trustees may, from time to time,
adopt rules and regulations regarding the method of transfer of such Shares.

                            ARTICLE VII.

                        CUSTODY OF SECURITIES

      Section 1.	Employment of a Custodian.  The Trust shall at all times
place and maintain all cash, securities and other assets of the Trust and
of each Series in the custody of a custodian meeting the requirements
set forth in Article VII, Section 4 of the Trust Instrument (Custodian).
The Custodian shall be appointed from time to time by the Board of Trustees,
who shall determine its remuneration.

      Section 2.	Termination of Custodian Agreement.  Upon termination
of any Custodian Agreement or the inability of the Custodian to continue to
serve as custodian, in either case with respect to the Trust or any Series,
the Board of Trustees shall (a) use its best efforts to obtain a successor
Custodian; and (b) require that the cash, securities and other assets owned
by the Trust or any Series be delivered directly to the successor Custodian.

      Section 3.	Other Arrangements.  The Trust may make such other
arrangements for the custody of its assets (including deposit arrangements)
as may be required or permitted by any applicable law, rule or regulation.

                           ARTICLE VIII.

                      FISCAL YEAR AND ACCOUNTANT

      Section 1.	Fiscal Year.  The fiscal year of the Trust shall end
on April 30 or such other date with respect to the Trust or a Series of the
Trust as the Trustees may hereafter determine by resolution.

      Section 2.	Accountant.  The Trust shall employ an independent
registered public accounting firm as its Accountant to examine the accounts
of the Trust and to sign and certify financial statements filed by the
Trust.  The Accountants certificates and reports shall be addressed both
to the Trustees and to the Shareholders.  A majority of the Disinterested
Trustees shall select the Accountant, acting upon the recommendation of the
Audit Committee.  The employment of the Accountant shall be conditioned upon
the right of the Trust to terminate such employment without any penalty by
vote of a Majority Shareholder Vote at any Shareholders meeting called for
that purpose.

                           ARTICLE IX.

                           AMENDMENTS

      Section 1.	General.  Except as provided in Section 2 of this Article,
these By-laws may be amended by the Trustees, or by the affirmative vote of a
majority of the Outstanding Shares entitled to vote at any meeting.

      Section 2.	By Shareholders Only.  After the issue of any Shares, this
Article may only be amended by the affirmative vote of the holders of the
lesser of (a) at least two-thirds of the Outstanding Shares present and
entitled to vote at any meeting, or (b) at least fifty percent of the
Outstanding Shares.

                            ARTICLE X.

                          NET ASSET VALUE

The term Net Asset Value of any Series shall mean that amount by which
the assets belonging to that Series exceed its liabilities, all as
determined by or under the direction of the Trustees.  Net Asset Value
per Share shall be determined separately for each Series and each Class
and shall be determined on such days and at such times as the Trustees
may determine.  The Trustees shall make such determination with respect
to securities for which market quotations are readily available, at the
market value of such securities, and with respect to other securities and
assets, at the fair value as determined in good faith by the Trustees;
provided, however, that the Trustees, without Shareholder approval, may
alter the method of appraising portfolio securities insofar as permitted
under the 1940 Act and the rules, regulations and interpretations thereof
promulgated or issued by the SEC or insofar as permitted by any order of
the SEC applicable to the Series or to the Class.  The Trustees may delegate
any of their powers and duties under this Article X with respect to appraisal
of assets and liabilities.  At any time the Trustees may cause the Net
Asset Value per Share last determined to be determined again in a similar
manner and may fix the time when such redetermined values shall become
effective.

                             ARTICLE XI.

                            MISCELLANEOUS

      Section 1.	Inspection of Books.  The Board of Trustees shall
from time to time determine whether and to what extent, and at what times
and places, and under what conditions the accounts and books of the Trust
or any Series or Class shall be open to the inspection of Shareholders.
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 Board of
Trustees or by resolution of Shareholders.

      Section 2.	Severability.  The provisions of these By-laws are
severable.  If the Board of Trustees determine, with the advice of counsel,
that any provision hereof conflicts with the 1940 Act, the regulated
investment company provisions of the Internal Revenue Code or with other
applicable laws and regulations, the conflicting provision shall be deemed
never to have constituted a part of these By-laws; provided, however, that
such determination shall not affect any of the remaining provisions of these
By-laws or render invalid or improper any action taken or omitted prior to
such determination.  If any provision hereof shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision only in such jurisdiction and shall
not affect any other provision of these Bylaws.

      Section 3.	Headings.  Headings are placed in these By-laws for
convenience of reference only and in case of any conflict, the text of these
By-laws rather than the headings shall control.

EX-99

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
Master Trust

In planning and performing our audit of the financial statements of Master
Trust (comprising, respectively, Prime Master Fund, Treasury Master Fund
and Tax-Free Master Fund) (the Company) as of and for the period ended
April 30, 2008, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), we considered the Companys
internal control over financial reporting, including controls over
safeguarding securities, as a basis for designing our auditing procedures
for the purpose of expressing our opinion on the financial statements and
to comply with the requirements of Form N-SAR, but not for the purpose
of expressing an opinion on the effectiveness of the Companys internal
control over financial reporting.  Accordingly, we express no such opinion.

The management of the Company 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 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 trustees 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 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 Companys internal control over financial reporting
was for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
material weaknesses under standards established by the Public Company
Accounting Oversight Board (United States). However, we noted no deficiencies
in the Companys internal control over financial reporting and its operation,
including controls over safeguarding securities that we consider to be
a material weakness as defined above as of April 30, 2008.

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


/S/ Ernst & Young LLP

June 26, 2008