EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Trustees and the Shareholders of MFS Municipal Income Trust:


In planning and performing our audit of the financial statements of MFS
Municipal Income Trust (the "Fund") as of and for the year ended October 31,
2016, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered the Fund's internal control over
financial reporting, including controls over safeguarding securities, as a basis
for designing our auditing procedures for the purpose of expressing our opinion
on the financial statements and to comply with the requirements of Form N-SAR,
but not for the purpose of expressing an opinion on the effectiveness of the
Fund's internal control over financial reporting.  Accordingly, we express no
such opinion.


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


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


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










Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be material
weaknesses under standards established by the Public Company Accounting
Oversight Board (United States).  However, we noted no deficiencies in the
Fund's internal control over financial reporting and its operation, including
controls for safeguarding securities, that we consider to be a material
weakness, as defined above, as of October 31, 2016.


This report is intended solely for the information and use of management, the
Board of Trustees of MFS 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.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 15, 2016

EX-99.77Q1 OTHR EXHB

Unknown;







                           MASTER AMENDED AND RESTATED


                                     BY-LAWS


                                       OF


          THE TRUSTS IDENTIFIED ON APPENDIX A HERETO [CLOSED-END FUNDS]


                         DECEMBER 18, 2007, AS REVISED:

                   December 16, 2008 (Article III; Section 5)
           November 1, 2014 (Article VI: Sections 1, 2, 3, 13 and 14)
                          April 27, 2016 (Article XII)
                   May 2, 2016 (Article XIV: Sections 1 and 2)





























                          AMENDED AND RESTATED BY-LAWS

                                       OF

                   THE TRUSTS IDENTIFIED ON APPENDIX A HERETO




                                   ARTICLE I

                                   DEFINITIONS

        The   terms   "Commission",  "Declaration",  "Distributor",  "Interested
Person",  "Investment  Adviser",   "Majority   Shareholder  Vote",  "1940  Act",
"Shareholder",  "Shares",  "Transfer  Agent",  "Trust",   "Trust  Property"  and
"Trustees" have the respective meanings given them in the Amended  and  Restated
Declaration  of  Trust of the Trusts identified on Appendix A hereto. References
to a "Trust" mean  each  Trust severally and not jointly. These By-Laws shall be
subject to the Declaration for all purposes.


                                   ARTICLE II

                                     OFFICES

        SECTION  1.  PRINCIPAL  OFFICE.  Until  changed  by  the  Trustees,  the
principal office of the  Trust  in The Commonwealth of Massachusetts shall be in
the City of Boston, County of Suffolk.


      SECTION 2. OTHER OFFICES. The  Trust may have offices in such other places
without as well as within The Commonwealth  of Massachusetts as the Trustees may
from time to time determine.


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                                  ARTICLE III

                                  SHAREHOLDERS

        SECTION 1. MEETINGS. Except as provided  in  the  next sentence, regular
meetings of the Shareholders for the election of Trustees and the transaction of
such other business as may properly come before the meeting  shall  be  held, so
long  as  Shares  are  listed for trading on the New York Stock Exchange, on  at
least an annual basis, on  such  day and at such place as shall be designated by
the Trustees. In the event that such  a meeting is not held in any annual period
if so required, whether the omission be  by oversight or otherwise, a subsequent
special meeting may be called by the Trustees  and  held in lieu of such meeting
with the same effect as if held within such annual period.  Special  meetings of
the  Shareholders  may  be  called  at  any  time by a majority of the Trustees.
Meetings of the Shareholders for the purpose of  considering  the  removal  of a
person  serving as Trustee shall be called by the Trustees if they are requested
in writing to do so by Shareholders holding in the aggregate Shares representing
not less than ten percent (10%) of the voting power of the outstanding Shares of
the Trust having voting rights. Any such meeting shall be held within or without
The Commonwealth  of  Massachusetts on such day and at such time as the Trustees
shall designate.

        SECTION 2. NOTICE  OF  MEETINGS. Notice of all meetings of Shareholders,
stating the time, place and purposes  of  the  meeting,  shall  be  given by the
Trustees  in accordance with the Declaration, mailed or sent at least  (ten)  10
days and not  more  than  ninety (90) days before the meeting. Only the business
stated in the notice of the  meeting  shall  be  considered at such meeting. Any
adjourned meeting may be held as adjourned without  further  notice, even if the
date  of  such adjourned meeting is more than 90 days after the  notice  of  the
meeting was  mailed  or  sent.  Notwithstanding  the  foregoing,  if  either the
President  or  Clerk  of  the Trust, or in the absence or unavailability of  the
President and the Clerk, any  officer  of the Trust, determines that as a result
of force majeure or an act of God or war, the date, time or place designated for
a meeting or adjourned meeting of Shareholders  is not reasonably practicable or
available, such officer may, without further notice  to  Shareholders, designate
such  other date, time or place for such meeting or adjourned  meeting  as  such
officer shall, in his or her sole discretion, determine. No notice need be given
to any  Shareholder  who  shall  have  failed to inform the Trust of his current
address or if a written waiver of notice,  executed  before or after the meeting
by  the  Shareholder or his attorney thereunto authorized,  is  filed  with  the
records of the meeting.

      SECTION  3.  RECORD  DATE FOR MEETINGS. For the purpose of determining the
Shareholders who are entitled  to  notice  of  and to vote at any meeting, or to
participate in any distribution, or for the purpose  of  any  other  action, the
Trustees  may  from  time to time close the transfer books for such period,  not
exceeding thirty (30)  days,  as  the Trustees may determine; or without closing
the transfer books the Trustees may  fix  a  date not more than ninety (90) days
prior to the date of any meeting of Shareholders or distribution or other action
as  a  record  date  for  the determination of the  persons  to  be  treated  as
Shareholders of record for  such  purpose. The Trustees also may select the time
of  day  as  of which the calculations  for  determining  how  many  votes  each
Shareholder is entitled to pursuant to the Declaration shall be performed.

      SECTION  4.  PROXIES. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat  may  vote  by  proxy,  provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the Clerk, or
with  such  other officer or agent of the Trust as the  Clerk  may  direct,  for
verification  prior to the time at which such vote shall be taken. Pursuant to a
vote of a majority  of the Trustees, proxies may be solicited in the name of one
or more Trustees or one  or more of the officers of the Trust. When any Share is
held jointly by several persons,  any  one  of  them  may vote at any meeting in
person  or  by proxy in respect of such Share (and a proxy  shall  be  valid  if
executed by any  one  of them), but if more than one of them shall be present at
such meeting in person  or  by  proxy, and such joint owners or their proxies so
present disagree as to any vote to  be  cast, such vote shall not be received in
respect of such Share. 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.  The placing
of  a  Shareholder's  name  on  a proxy pursuant to telephonic or electronically
transmitted instructions obtained  pursuant to procedures reasonably designed to
verify that such instructions have been  authorized  by  such  Shareholder shall
constitute execution of such proxy by or on behalf of such Shareholder.  If  the
holder  of any such Share is a minor or a person of unsound mind, and subject to
guardianship  or  to the legal control of any other person as regards the charge
or management of such  Share,  he  may vote by his guardian or such other person
appointed or having such control, and  such  vote  may  be given in person or by
proxy. Any copy, facsimile telecommunication or other reliable reproduction of a
proxy may be substituted for or used in lieu of the original  proxy  for any and
all  purposes  for  which  the original proxy could be used, provided that  such
copy, facsimile telecommunication  or  other  reproduction  shall  be a complete
reproduction of the entire original proxy or the portion thereof to  be returned
by the Shareholder.

      SECTION 5. QUORUM AND ADJOURNMENT. Except when a larger quorum is required
by any provision of law, Shares representing thirty percent (30%) of the  voting
power  of  the outstanding Shares entitled to vote shall constitute a quorum  at
any meeting  of  Shareholders,  except  that  where  any  provision  of law, the
Declaration or these By-laws requires that holders of any series or class  shall
vote  as a series or class, then Shares representing 30 percent (unless a larger
quorum  is  required  as  specified  above) of the voting power of the aggregate
number of Shares of that series or class  entitled to vote shall be necessary to
constitute a quorum for the transaction of  business by that series or class. In
the absence of a quorum, Shareholders entitled  to  cast  votes  representing 30
percent of the voting power of the outstanding Shares entitled to  vote  present
in person or by proxy, or, where any provision of law, the Declaration or  these
By- laws requires that holders of any series or class shall vote as a series  or
class, Shareholders entitled to cast votes representing 30 percent of the voting
power of the outstanding Shares of that series or class entitled to vote present
in  person or by proxy, may adjourn the meeting from time to time until a quorum
shall  be  present. Only Shareholders of record shall be entitled to vote on any
matter.

      SECTION  6.  INSPECTION OF RECORDS. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted shareholders of
a Massachusetts business corporation.

      SECTION 7. ACTION  WITHOUT  MEETING.  Any  action  which  may  be taken by
Shareholders  may  be  taken  without  a  meeting if Shareholders holding Shares
representing a majority of the voting power  of  the  Shares entitled to vote on
the matter (or such larger proportion thereof as shall  be  required by law, the
Declaration or these By-Laws for approval of such matter) consent  to the action
in  writing and the written consents are filed with the records of the  meetings
of Shareholders.  Such consent shall be treated for all purposes as a vote taken
at a meeting of Shareholders.

      SECTION 8. ADVANCE  NOTICE  OF SHAREHOLDER NOMINEES FOR TRUSTEES AND OTHER
SHAREHOLDER PROPOSALS.

(a)As used in this Section 8, the term "annual meeting" refers to any annual
meeting of Shareholders as well as any special meeting held in lieu of an annual
meeting as described in the first two sentences of Article III Section 1 of
these Bylaws, and the term "special meeting" refers to all meetings of
Shareholders other than an annual meeting or a special meeting in lieu of an
annual meeting.

(b)The matters proposed by Shareholders to be considered and brought before any
annual or special meeting of Shareholders shall be limited to only such matters,
including the nomination and election of Trustees, as shall be brought properly
before such meeting in compliance with the procedures set forth in this Section
8.  Only persons who are nominated in accordance with the procedures set forth
in this Section 8 shall be eligible for election as Trustees, and no proposal to
fix the number of Trustees shall be brought before an annual or special meeting
of Shareholders or otherwise considered unless in accordance with the procedures
set forth in this Section 8, except as may be otherwise provided in these Bylaws
with respect to the right of holders of preferred shares of beneficial interest,
if any, of the Trust to nominate and elect a specified number of Trustees in
certain circumstances.

(c)For any matter to be properly before any annual meeting, the matter must be
(i) specified in the notice of meeting given by or at the direction of a
majority of the Trustees pursuant to Article III Section 2 of these Bylaws or
(ii) brought before the meeting in the manner specified in this Section 8(c) by
a Shareholder of record entitled to vote at the meeting or by a Shareholder (a
"Beneficial Owner") that holds Shares entitled to vote at the meeting through a
nominee or "street name" holder of record and that can demonstrate to the Trust
such indirect ownership and such Beneficial Owner's entitlement to vote such
Shares, provided that the Shareholder was the Shareholder of record or the
Beneficial Owner held such Shares at the time the notice provided for in this
Section 8(c) is delivered to the Secretary.

<2>



      In addition to any other requirements under applicable law and the
Declaration of Trust and these Bylaws, persons nominated by Shareholders for
election as Trustees and any other proposals by Shareholders may be properly
brought before an annual meeting only pursuant to timely notice (the
"Shareholder Notice") in writing to the Secretary. To be timely, the Shareholder
Notice must be delivered to or mailed and received at the principal executive
offices of the Trust not less than forty-five (45) nor more than ninety (90)
days prior to the first anniversary date of the date on which the Trust first
sent its proxy materials for the prior year's annual meeting; provided, however,
with respect to the annual meeting to be held in the calendar years 2008 and
2009, the Shareholder Notice must be so delivered or mailed and so received on
or before June 13, 2008 and May 1, 2009, respectively; provided further,
however, if and only if the annual meeting is not scheduled to be held within a
period that commences thirty (30) days before the first anniversary date of the
annual meeting for the preceding year and ends thirty (30) days after such
anniversary date (an annual meeting date outside such period being referred to
herein as an "Other Annual Meeting Date"), such Shareholder Notice must be given
in the manner provided herein by the later of the close of business on (i) the
date forty-five (45) days prior to such Other Annual Meeting Date or (ii) the
tenth (10th) business day following the date such Other Annual Meeting Date is
first publicly announced or disclosed.

      Any Shareholder desiring to nominate any person or persons (as the case
may be) for election as a Trustee or Trustees of the Trust shall deliver, as
part of such Shareholder Notice:  (i) a statement in writing setting forth (A)
the name, age, date of birth, business address, residence address and
nationality of the person or persons to be nominated; (B) the class or series
and number of all Shares of the Trust owned of record or beneficially by each
such person or persons, as reported to such Shareholder by such nominee(s); (C)
any other information regarding each such person required by paragraphs (a),
(d), (e) and
(f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101
(Schedule 14A) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation or rule subsequently adopted by the
Securities and Exchange Commission or any successor agency applicable to the
Trust); (D) any other information regarding the person or persons to be
nominated that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitation of proxies for
election of Trustees pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder; and (E) whether such Shareholder
believes any nominee is or will be an "interested person" of the Trust (as
defined in the Investment Company Act of 1940, as amended) and, if not an
"interested person," information regarding each nominee that will be sufficient
for the Trust to make such determination; and (ii) the written and signed
consent of the person or persons to be nominated to be named as nominees and to
serve as Trustees if elected. In addition, the Trustees may require any proposed
nominee to furnish such other information as they may reasonably require or deem
necessary to determine the eligibility of such proposed nominee to serve as a
Trustee.  Any Shareholder Notice required by this Section 8(c) in respect of a
proposal to fix the number of Trustees shall also set forth a description of and
the text of

<3>



the proposal, which description and text shall state a fixed number of Trustees
that otherwise complies with applicable law, these Bylaws and the Declaration of
Trust.

      Without limiting the foregoing, any Shareholder who gives a Shareholder
Notice of any matter proposed to be brought before a Shareholder meeting
(whether or not involving nominees for Trustees) shall deliver, as part of such
Shareholder Notice: (i) the description of and text of the proposal to be
presented; (ii) a brief written statement of the reasons why such Shareholder
favors the proposal; (iii) such Shareholder's name and address as they appear on
the Trust's books; (iv) any other information relating to the Shareholder that
would be required to be disclosed in a proxy statement or other filings required
to be made in connection with the solicitation of proxies with respect to the
matter(s) proposed pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; (v) the class or series and number of all
Shares of the Trust owned beneficially and of record by such Shareholder; (vi)
any material interest of such Shareholder in the matter proposed (other than as
a Shareholder); (vii) a representation that the Shareholder intends to appear in
person or by proxy at the Shareholder meeting to act on the matter(s) proposed;
(viii) if the proposal involves nominee(s) for Trustees, a description of all
arrangements or understandings between the Shareholder and each proposed nominee
and any other person or persons (including their names) pursuant to which the
nomination(s) are to be made by the Shareholder; and (ix) in the case of a
Beneficial Owner, evidence establishing such Beneficial Owner's indirect
ownership of, and entitlement to vote, Shares at the meeting of Shareholders.
As used in this Section 8, Shares "beneficially owned" shall mean all Shares
which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-
5 under the Exchange Act.

(d)For any matter to be properly before any special meeting, the matter must be
specified in the notice of meeting given by or at the direction of a majority of
the Trustees pursuant to Article III Section 2 of these Bylaws. In the event the
Trust calls a special meeting for the purpose of electing one or more Trustees,
any Shareholder may nominate a person or persons (as the case may be) for
election to such position(s) as specified in the Trust's notice of meeting if
and only if the Shareholder provides a notice containing the information
required in the Shareholder Notice to the Secretary required with respect to
annual meetings by Section 8(c) hereof, and such notice is delivered to or
mailed and received at the principal executive office of the Trust not later
than the close of business on the tenth (10th) day following the day on which
the date of the special meeting and of the nominees proposed by the Trustees to
be elected at such meeting are publicly announced or disclosed.

(e)For purposes of this Section 8, a matter shall be deemed to have been
"publicly announced or disclosed" if such matter is disclosed in a press release
reported by the Dow Jones News Service, Associated Press or comparable national
news service, in a document publicly filed by the Trust with the Securities and
Exchange Commission, or in a Web site accessible to the public maintained by the
Trust or by its investment adviser or an affiliate of such investment adviser
with respect to the Trust.

<4>



(f)In no event shall an adjournment or postponement (or a public announcement
thereof) of a meeting of Shareholders commence a new time period (or extend any
time period) for the giving of notice as provided in this Section 8.

(g)The person presiding at any meeting of Shareholders, in addition to making
any other determinations that may be appropriate to the conduct of the meeting,
shall have the power and duty to (i) determine whether a nomination or proposal
of other matters to be brought before a meeting and notice thereof have been
duly made and given in the manner provided in this Section 8 and elsewhere in
these Bylaws and the Declaration of Trust and (ii) if not so made or given, to
direct and declare at the meeting that such nomination and/or such other matters
shall be disregarded and shall not be considered. Any determination by the
person presiding shall be binding on all parties absent manifest error.

(h)Notwithstanding anything to the  contrary  in  this Section 8 or otherwise in
these Bylaws, unless required by federal law, no matter  shall  be considered at
or  brought  before  any annual or special meeting unless such matter  has  been
approved for these purposes by a majority of the Trustees and, in particular, no
Beneficial Owner shall  have  any  rights  as  a  Shareholder  except  as may be
required  by  federal  law.  Furthermore,  nothing  in  this  Section 8 shall be
construed as creating any implication or presumption as to the  requirements  of
federal law.


                                   ARTICLE IV

                                    TRUSTEES

      SECTION  1. MEETINGS OF THE TRUSTEES. The Trustees may in their discretion
provide for regular  or  stated  meetings  of the Trustees. Notice of regular or
stated meetings need not be given. Meetings  of  the Trustees other than regular
or stated meetings shall be held whenever called by the Chair of the Trustees or
by any one of the Trustees at the time being in office.  Notice  of the time and
place of each meeting other than regular or stated meetings shall  be  given  by
the  Secretary  or an Assistant Secretary, or the Clerk or an Assistant Clerk or
by the officer, Chair  of  the Trustees or other Trustee calling the meeting and
shall be mailed to each Trustee  at  least two days before the meeting, or shall
be telegraphed, cabled, or wirelessed  or  sent by facsimile or other electronic
means to each Trustee at his usual or last known  business or residence address,
or personally delivered to him at least one day before  the meeting. Such notice
may, however, be waived by any Trustee. Notice of a meeting need not be given to
any Trustee if a written waiver of notice, executed by him  before  or after the
meeting, is filed with the records of the meeting, or to any Trustee who attends
the meeting without protesting prior thereto or at its commencement the  lack of
notice to him. A notice or waiver of notice need not specify the purpose of  any
meeting. Except as provided by law the Trustees may meet by means of a telephone
conference  circuit  or  similar communications equipment by means of which  all
persons participating in the  meeting  can  hear  each  other,  which  telephone
conference  meeting  shall   be   deemed   to   have   been   held  at  a  place
designated  by the  Trustees  at  the  meeting.

<5>



Participation  in  a telephone conference meeting shall constitute presence in
person at such meeting.

      SECTION 2. QUORUM AND MANNER OF ACTING. A majority of the  Trustees  shall
be  present  at  any  regular  or  special  meeting  of the Trustees in order to
constitute a quorum for the transaction of business at  such meeting and (except
as otherwise required by law, the Declaration or these By-Laws)  the  act  of  a
majority  of  the  Trustees  present  at  any such meeting, at which a quorum is
present,  shall be the act of the Trustees.  In  the  absence  of  a  quorum,  a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.


                                    ARTICLE V

                          COMMITTEES AND ADVISORY BOARD

      SECTION  1.  EXECUTIVE  AND  OTHER  COMMITTEES.  The Trustees by vote of a
majority  of  all  the  Trustees  may elect from their own number  an  Executive
Committee to consist of not less than  three  (3) Trustees to hold office at the
pleasure of the Trustees which shall have the power  to  conduct the current and
ordinary business of the Trust while the Trustees are not  in session, including
the  purchase  and  sale of securities and the designation of securities  to  be
delivered upon redemption  of  Shares of the Trust, and such other powers of the
Trustees as the Trustees may, from  time  to  time,  delegate  to  the Executive
Committee  except  those  powers which by law, the Declaration or these  By-Laws
they  are  prohibited  from  delegating.  The  Trustees  may  also  elect  other
Committees from time to time,  the  number composing such Committees, the powers
conferred upon the same (subject to the  same limitations as with respect to the
Executive  Committee)  and  the term of membership  on  such  Committees  to  be
determined by the Trustees. The  Trustees  may  designate  a  Chair  of any such
Committee.  In  the  absence  of such designation a Committee may elect its  own
Chair.


may:
SECTION 2. MEETING, QUORUM AND MANNER OF ACTING. The Trustees

(i)provide for stated meetings of any Committee;

(ii)specify the manner of calling  and  notice  required for special meetings of
any Committee;

(iii)specify  the  number of members of a Committee  required  to  constitute  a
quorum and the number  of  members of a Committee required to exercise specified
powers delegated to such Committee;

(iv)authorize the making of  decisions  to  exercise specified powers by written
assent of the requisite number of members of a Committee without a meeting; and



<6>




(v)authorize  the  members  of  a Committee to meet  by  means  of  a  telephone
conference circuit or similar communications  equipment  by  means  of which all
persons participating in the meeting can hear each other.

      Each Committee shall keep and maintain regular minutes of its meetings and
records of decisions taken without a meeting.

      SECTION 3. ADVISORY BOARD. The Trustees may appoint an Advisory  Board  to
consist  in  the  first  instance of not less than three (3) members. Members of
such  Advisory  Board shall  not  be  Trustees  or  officers  and  need  not  be
Shareholders. A member  of such Advisory Board shall hold office for such period
as the Trustees may by resolution  provide.  Any member of such board may resign
therefrom by a written instrument signed by him  which  shall  take  effect upon
delivery  to the Trust. The Advisory Board shall have no legal powers and  shall
not perform  the  functions of Trustees in any manner, such Advisory Board being
intended merely to  act  in an advisory capacity. Such Advisory Board shall meet
at such times and upon such notice as the Trustees may by resolution provide.


                                   ARTICLE VI

                       OFFICERS AND CHAIR OF THE TRUSTEES

      SECTION 1. GENERAL PROVISIONS.  The  officers  of  the  Trust  shall  be a
President,  a  Treasurer  and  a Clerk, who shall be elected by the Trustees. In
addition, there shall be a Chief  Compliance  Officer,  who  shall be elected or
appointed by a majority of the Trustees, including a majority  of  the  Trustees
who  are  not  Interested  Persons  of  the  Trust ("Independent Trustees"), and
otherwise in accordance with rule 38a-1 (or any  successor  rule) under the 1940
Act, as such rule may be amended from time to time ("Rule 38a-1").  The Trustees
may elect or appoint such other officers or agents of the Trust as the  business
of the Trust may require, including one or more Vice Presidents, a Secretary and
one or more Assistant Secretaries, one or more Assistant Treasurers, and  one or
more Assistant Clerks. The Trustees may delegate to any officer of the Trust  or
Committee  the power to appoint any subordinate officers or agents. In addition,
there shall  be  an office of Chair of the Trustees, which shall serve on behalf
of the Trustees, but shall not be an office of the Trust. The office of Chair of
the Trustees may be  held  by  more  than  one person. Any Chair of the Trustees
shall be elected by a majority of the Trustees,  including  a  majority  of  the
Independent Trustees.

      SECTION 2. TERM OF OFFICE AND QUALIFICATIONS. Except as otherwise provided
by  law,  the  Declaration  or  these  By-Laws,  the  Chair of the Trustees, the
President, the Treasurer, the Clerk and the Chief Compliance  Officer shall hold
office  until  his resignation has been accepted by the Trustees  or  until  his
respective successor shall have been duly elected and qualified, or in each case
until he sooner  dies,  resigns,  is  removed or becomes disqualified. All other
officers shall hold office at the pleasure  of  the  Trustees.  Any  two or more
offices may be held by the same person.   Any officer of the Trust may  be,  but
none  need  be,  a Trustee or Shareholder. Any Chair of the Trustees shall be an
Independent Trustee,  shall  not be an officer of the Trust and may be, but need
not be, a Shareholder.

      SECTION  3. REMOVAL AND RESIGNATION.  The  Trustees,  at  any  regular  or
special meeting  of  the  Trustees,  may remove any officer of the Trust with or
without cause by a vote or consent of  a majority of the Trustees, provided that
any removal of the Chief Compliance Officer  shall  also  require  the  vote  or
consent of a majority of the Independent Trustees and otherwise be in accordance
with the provisions of Rule 38a-1. The Trustees may at any time remove any Chair
of  the Trustees with or without cause by a vote or consent of a majority of the
Trustees, including a majority of the Independent Trustees. Any officer or agent
appointed  by  any  officer or Committee may be removed with or without cause by
such appointing officer or Committee (subject to the provisions of Rule 38a-1 in
the case of the Chief  Compliance Officer). Any officer of the Trust or Chair of
the Trustees may resign  at  any  time  by  written instrument signed by him and
delivered to the Trust. Such resignation shall  be effective upon receipt unless
specified to be effective at some other time. Except  to  the  extent  expressly
provided in a written agreement with the Trust, no officer of the Trust or Chair
of  the  Trustees  resigning or removed shall have any right to any compensation
for any period following  his resignation or removal, or any right to damages on
account of such removal.

SECTION 4. POWERS AND DUTIES OF THE CHAIR OF THE TRUSTEES. The
powers  and duties of the Chair  of  the  Trustees  shall  include  (i)  calling
meetings  of  the  Trustees  when  deemed necessary, (ii) setting the agenda for
meetings of the Trustees with input from officers of the Trust and, as necessary
or appropriate, the Trust's Investment  Adviser  and  other  service  providers,
(iii) presiding at all meetings of the Trustees, (iv) presiding at all  meetings
of Shareholders, except that the Chair of the Trustees may appoint the President
or  another  officer  of  the  Trust to preside at such meetings in place of the
Chair of the Trustees, (v) acting as a liaison between the Board of Trustees and
the Trust's officers, Investment  Adviser  and  other service providers and (vi)
exercising  such  other powers and duties relating  to  the  operations  of  the
Trustees as, from time to time, may be conferred upon or assigned to such office
by  the Trustees, provided  that  the  Chair  of  the  Trustees  shall  have  no
individual  authority  to  act  for  the  Trust  as  an officer of the Trust. In
carrying out the responsibilities and duties of the office,  the  Chair  of  the
Trustees  may seek assistance and input from other Trustees or Committees of the
Trustees, officers  of  the  Trust  and the Trust's Investment Adviser and other
service  providers,  as deemed necessary  or  appropriate.  In  the  absence  or
disability of the Chair of the Trustees, a majority of the Trustees, including a
majority of the Independent  Trustees,  shall  appoint an Independent Trustee to
perform  the  duties  and  exercise the powers of the  Chair  of  the  Trustees,
provided that, unless and until such appointment is made, all of the Independent
Trustees shall collectively perform such duties and exercise such powers.

      SECTION 5. POWERS AND  DUTIES  OF THE PRESIDENT. Subject to the control of
the Trustees, the Chair of the Trustees  and any Committees of the Trustees, the
President shall at all times exercise a general  supervision  and direction over
the  affairs of the Trust, including the power to employ attorneys  and  counsel
for the  Trust  and  to  employ  such  subordinate  officers, agents, clerks and
employees as he may find necessary to transact the business  of  the  Trust. The
President shall be the chief executive officer of the Trust. The President shall
have the power to grant, issue, execute or sign such powers of attorney, proxies
or other documents as may be deemed advisable or necessary in furtherance of the
interests of the Trust. The President shall perform such other duties as  may be
assigned to him from time to time by the Trustees or the Chair of the Trustees.

      SECTION  6.  POWERS  AND  DUTIES  OF  VICE  PRESIDENTS.  In the absence or
disability of the President, the Vice President or, if there be  more  than  one
Vice  President, any Vice President designated by the Trustees shall perform all
the duties  and  may exercise any of the powers of the President, subject to the
control of the Trustees.  Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees or the President.

      SECTION 7. POWERS AND  DUTIES OF THE TREASURER. The Treasurer shall be the
principal financial and accounting  officer  of  the  Trust. The Treasurer shall
deliver all funds of the Trust which may come into his  hands  to such custodian
as the Trustees may employ. The Treasurer shall render a statement  of condition
of the finances of the Trust to the Trustees as often as they shall require  the
same  and  shall  in  general  perform  all the duties incident to the office of
Treasurer and such other duties as from time  to  time may be assigned to him by
the Trustees. The Treasurer shall give a bond for the  faithful discharge of his
duties, if required to do so by the Trustees, in such sum  and  with such surety
or sureties as the Trustees shall require.

      SECTION  8.  POWERS  AND  DUTIES  OF THE CLERK. The Clerk shall  keep  the
minutes of all meetings of the Shareholders  in  proper  books provided for that
purpose; he shall have custody of the seal of the Trust; he shall have charge of
the Share transfer books, lists and records unless the same are in the charge of
the Transfer Agent. He or the Secretary, if any, shall attend  to the giving and
serving of all notices by the Trust in accordance with the provisions  of  these
By-Laws  and  as  required  by  law;  and  subject to these By-Laws, he shall in
general perform all duties incident to the office of Clerk and such other duties
as from time to time may be assigned to him by the Trustees.

      SECTION  9. POWERS AND DUTIES OF THE SECRETARY.  The  Secretary,  if  any,
shall keep the minutes  of  all  meetings of the Trustees. He shall perform such
other duties and have such other powers  in addition to those specified in these
By-Laws  as the Trustees shall from time to  time  designate.  If  there  be  no
Secretary  or  Assistant  Secretary,  the  Clerk  shall  perform  the  duties of
Secretary.

SECTION 10. POWERS AND DUTIES OF ASSISTANT TREASURERS. In the
absence  or  disability of the Treasurer, any Assistant Treasurer designated  by
the Trustees shall  perform  all the duties, and may exercise any of the powers,
of the Treasurer. Each Assistant  Treasurer  shall  perform such other duties as
from  time  to  time  may  be  assigned to him by the Trustees.  Each  Assistant
Treasurer  shall give a bond for  the  faithful  discharge  of  his  duties,  if
required to  do so by the Trustees, in such sum and with such surety or sureties
as the Trustees shall require.

SECTION 11. POWERS AND DUTIES OF ASSISTANT CLERKS. In the absence
or disability of the Clerk, any Assistant Clerk designated by the Trustees shall
perform all the  duties,  and  may exercise any of the powers, of the Clerk. The
Assistant Clerks shall perform such  other  duties  as  from time to time may be
assigned to them by the Trustees.

SECTION 12. POWERS AND DUTIES OF ASSISTANT SECRETARIES. In the
absence  or disability of the Secretary, any Assistant Secretary  designated  by
the Trustees  shall  perform  all  of  the  duties,  and may exercise any of the
powers,  of the Secretary. The Assistant Secretaries shall  perform  such  other
duties as from time to time may be assigned to them by the Trustees.

SECTION   13.   POWERS   AND   DUTIES   OF   THE   CHIEF   COMPLIANCE
OFFICER. The  Chief  Compliance  Officer  shall  perform the duties and have the
responsibilities of the chief compliance officer of the Trust in accordance with
Rule  38a-1,  and  shall  perform  such  other  duties  and   have   such  other
responsibilities  as  from  time to time may be assigned to him by the Trustees.
The  Chief Compliance Officer  shall  report  directly  to  the  Trustees  or  a
Committee of the Trustees in carrying out his functions.

SECTION   14.   COMPENSATION   OF   OFFICERS   AND   TRUSTEES   AND
MEMBERS OF THE ADVISORY BOARD. Subject to any applicable law or provision of the
Declaration,  the  compensation  of  the  officers  of  the  Trust  and Trustees
(including the Chair of the Trustees) and members of the Advisory Board shall be
fixed  from  time  to time by the Trustees or, in the case of officers,  by  any
Committee or officer  upon  whom  such  power  may be conferred by the Trustees,
provided that any compensation of the Chief Compliance Officer shall be approved
by a majority of the Trustees, including a majority of the Independent Trustees.
No officer shall be prevented from receiving such  compensation  as such officer
by reason of the fact that he is also a Trustee.


                                   ARTICLE VII

                                   FISCAL YEAR

      The fiscal year of the Trust shall be as specified on Appendix  A  hereto,
provided,  however,  that  the  Trustees may from time to time change the fiscal
year of the Trust or any series.


                                    ARTICLE

                                    VIII SEAL

      The Trustees may adopt a seal  which  shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.

<7>



                          ARTICLE IX WAIVERS OF NOTICE

      Whenever any notice is required to be given  by  law,  the  Declaration or
these  By-Laws,  a  waiver  thereof in writing, signed by the person or  persons
entitled to such notice, whether  before or after the time stated therein, shall
be deemed equivalent thereto. A notice shall be deemed to have been telegraphed,
cabled or wirelessed or sent by facsimile  or  other  electronic  means  for the
purposes of these By-Laws when it has been delivered to a representative of  any
telegraph,  cable  or  wireless company with instruction that it be telegraphed,
cabled or wirelessed or  when a confirmation of such facsimile having been sent,
or  a  confirmation  that such  electronic  means  has  sent  the  notice  being
transmitted, is generated.  Any  notice  shall be deemed to be given at the time
when the same shall be mailed, telegraphed, cabled or wirelessed or when sent by
facsimile or other electronic means.


                                    ARTICLE X

                           SALE OF SHARES OF THE TRUST

      The Trustees may from time to time issue  and  sell  or cause to be issued
and  sold  Shares  for cash or other property. The Shares, including  additional
Shares which may have  been  repurchased by the Trust (herein sometimes referred
to as "treasury shares"), may  not  be  sold  at a price less than the net asset
value thereof (as defined in Article XI hereof)  determined  by  or on behalf of
the Trustees next after the sale is made or at some later time after such sale.

      No Shares need be offered to existing Shareholders before being offered to
others.  No  Shares  shall  be  sold  by  the  Trust (although Shares previously
contracted to be sold may be issued upon payment  therefor)  during  any  period
when  the determination of net asset value is suspended. In connection with  the
acquisition  by merger or otherwise of all or substantially all the assets of an
investment company  (whether  a  regulated  or  private  investment company or a
personal holding company), the Trustees may issue or cause  to  be issued Shares
and accept in payment therefor such assets valued at not more than  market value
thereof  in lieu of cash, notwithstanding that the federal income tax  basis  to
the Trust  of any assets so acquired may be less than the market value, provided
that such assets  are  of  the  character in which the Trustees are permitted to
invest the funds of the Trust.


                                   ARTICLE XI

                            NET ASSET VALUE OF SHARES

      The term "net asset value"  per  Share  of  any  class or series of Shares
shall mean: (i) the value of all assets of that series or class; (ii) less total
liabilities of such series or class; (iii) divided by the  number  of  Shares of
such series or class outstanding, in each case at the time of

<8>



such  determination, all as determine by or under the direction of the Trustees.
Such value shall be determined on such days and at such time as the Trustees may
determine. Such determination shall be made 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  or  pursuant to the direction of the Trustees or a Committee
thereof, provided, however, that the Trustees, without shareholder approval, may
alter the method of appraising  portfolio  securities insofar as permitted under
the  1940 Act, including use of the amortized  cost  method.  The  Trustees  may
delegate  any  powers and duties under this Article XI with respect to appraisal
of assets and liabilities.  At  any  time  the  Trustees may cause the value per
share last determined to be determined again in a similar manner and may fix the
time when such predetermined value shall become effective. Determinations of net
asset  value made by the Trustees or their delegates  in  good  faith  shall  be
binding on all parties concerned.


                                  ARTICLE XII

                           DIVIDENDS AND DISTRIBUTIONS

      SECTION  1.  LIMITATIONS  ON  DISTRIBUTIONS. The total of distributions to
Shareholders of a particular series or  class  paid in respect of any one fiscal
year, subject to the exceptions noted below, shall,  when and as declared by the
Trustees, be approximately equal to the sum of:

(i)the net income, exclusive of the profits or losses  realized upon the sale of
securities  or  other property, of such series or class for  such  fiscal  year,
determined in accordance  with  generally accepted accounting principles (which,
if the Trustees so determine, may  be  adjusted for net amounts included as such
accrued net income in the price of Shares  of  such  series  or  class issued or
repurchased), but if the net income of such series or class exceeds  the  amount
distributed  by less than one cent per share outstanding at the record date  for
the final dividend,  the excess shall be treated as distributable income of such
series or class for the following fiscal year; and

(ii)in the discretion  of  the  Trustees,  an  additional amount which shall not
substantially exceed the excess of profits over losses on sales of securities or
other property allocated or belonging to such series  or  class  for such fiscal
year; and

(iii)in  the discretion of the Trustees, an additional amount from  other  Trust
assets.

The decision  of  the Trustees as to what, in accordance with generally accepted
accounting principles,  is  income  and  what  is  principal shall be final, and
except as specifically provided herein the decision  of  the Trustees as to what
expenses and charges of the Trust shall be charged

<9>



against principal and what against income shall be final,  all  subject  to  any
applicable  provisions  of  the  1940  Act.  For  the purposes of the limitation
imposed by this Section 1, Shares issued pursuant to  Section  2 of this Article
XII  shall  be  valued at the amount of cash which the Shareholders  would  have
received if they had elected to receive cash in lieu of such Shares.

      Inasmuch as the computation of net income and gains for federal income tax
purposes may vary  from  the  computation thereof on the books of the Trust, the
above provisions shall be interpreted to give to the Trustees the power in their
discretion to distribute for any  fiscal  year  as  ordinary  dividends  and  as
capital  gains  distributions,  respectively,  additional  amounts sufficient to
enable  the Trust to avoid or reduce liability for taxes. Any  payment  made  to
Shareholders pursuant to clause (ii) and/or clause (iii) of this Section 1 shall
be accompanied  by  a  written  statement  showing the source or sources of such
payment, and the basis of computation thereof.

SECTION 2. DISTRIBUTIONS PAYABLE IN CASH OR SHARES. The Trustees
shall  have  power,  to  the  fullest  extent  permitted  by  the  laws  of  The
Commonwealth  of  Massachusetts  but  subject  to  the  limitation  as  to  cash
distributions imposed by Section 1 of this Article XII, at any time or from time
to time to declare and cause to be paid distributions payable at the election of
any Shareholder of any series or class (whether exercised  before  or  after the
declaration  of  the  distribution)  either in cash or in Shares of such series,
provided that the sum of:

(i)the cash distribution actually paid to any Shareholder, and

(ii)the net asset value of the Shares  which that Shareholder elects to receive,
in effect at such time at or after the election  as  the  Trustees  may specify,
shall  not  exceed  the  full amount of cash to which that Shareholder would  be
entitled if he elected to receive only cash.

In the case of a distribution  payable  in  cash  or Shares at the election of a
Shareholder,  the  Trustees  may  prescribe  whether a Shareholder,  failing  to
express his election before a given time shall be deemed to have elected to take
Shares rather than cash, or to take cash rather  then  Shares, or to take Shares
with cash adjustment of fractions.

      The Trustees, in their sole discretion, may cause  the  Trust  to  require
that all distributions payable to a shareholder in amounts less than such amount
or  amounts  determined  from  time  to  time  by  the Trustees be reinvested in
additional shares of the Trust rather than paid in cash,  unless  a  shareholder
who,  after notification that his distributions will be reinvested in additional
shares  in  accordance  with  the  preceding  phrase,  elects  to  receive  such
distributions  in cash. Where a shareholder has elected to receive distributions
in cash and the  postal or other delivery service is unable to deliver checks to
the shareholder's address of record, the Trustees, in their sole discretion, may
cause the Trust to  require  that  such  Shareholder's  distribution  option  be
converted to having all distributions reinvested in additional shares.

<10>



      SECTION  3.  STOCK  DIVIDENDS.  Anything  in these By-Laws to the contrary
notwithstanding, the Trustees may at any time declare  and  distribute  pro rata
among  the  Shareholders of any series or class a "stock dividend" out of either
authorized but  unissued  Shares  of  such series or class or treasury Shares of
such series or class or both.


                                  ARTICLE XIII

                                   AMENDMENTS

      These  By-Laws,  or any of them, may  be  altered,  amended,  repealed  or
restated, or new By-Laws  may be adopted, at any time by the Trustees. Action by
the Trustees with respect to  the  By-Laws shall be taken by an affirmative vote
of a majority of the Trustees.

                                   ARTICLE XIV

                               CLAIMS AND DISPUTES

      SECTION 1. FORUM FOR ADJUDICATION  OF DISPUTES.  Unless the Trust consents
in  writing  to  the  selection  of an alternative  forum,  (i)  any  action  or
proceeding  brought  by  or on behalf  of  the  Trust  or  any  of  the  Trust's
Shareholders, (ii) any action  asserting  a claim against the Trust (or a series
thereof),  or  against any trustee, officer or  other  employee  of  the  Trust,
whether arising  under  federal  law, the law of any state, or the law of a non-
U.S. jurisdiction, (iii) any action  asserting  a  claim arising pursuant to any
provision of the Massachusetts Business Corporation Act, the statutory or common
law of the Commonwealth of Massachusetts, the Declaration or these By-Laws, (iv)
any  action  to  interpret,  apply, enforce or determine  the  validity  of  the
Declaration, these By-Laws, or  any  agreement on behalf of the Trust authorized
thereunder, or (v) any action asserting a claim governed by the internal affairs
doctrine (each, a "Covered Action") shall  be  brought  in  the state or federal
courts located within the Commonwealth of Massachusetts. Any  person  purchasing
or otherwise acquiring or holding any interest in shares of beneficial  interest
of  the  Trust  shall  be  (i)  deemed  to  have  notice of and consented to the
provisions of this Section, and (ii) deemed to have waived any argument relating
to  the  inconvenience of the forums referenced above  in  connection  with  any
action or proceeding described in this Section.

If any Covered Action is filed in a court other than the state or federal courts
of the Commonwealth  of  Massachusetts  (a  "Foreign Action") in the name of any
shareholder, such shareholder shall be deemed  to  have  consented  to  (i)  the
personal  jurisdiction  of  the  state  and  federal  courts  located within the
Commonwealth of Massachusetts in connection with any action brought  in any such
courts to enforce the first paragraph of this Section (an "Enforcement  Action")
and  (ii)  having  service  of  process  made  upon such shareholder in any such
Enforcement Action by service upon such shareholder's  counsel  in  the  Foreign
Action as agent for such shareholder.

If  any  provision  or  provisions  of this Section shall be held to be invalid,
illegal or unenforceable as applied to any person or circumstance for any reason
whatsoever, then, to the fullest extent permitted by law, the validity, legality
and enforceability of such provision(s)  in  any  other  circumstance and of the
remaining  provisions  of  this  Section  (including,  without limitation,  each
portion of any sentence of this Section containing any such provision held to be
invalid, illegal or unenforceable that is not itself held to be invalid, illegal
or unenforceable) and the application of such provision  to  other  persons  and
circumstances shall not in any way be affected or impaired thereby.

      SECTION  2.  CLAIMS.    As used herein, a "direct Shareholder claim" shall
refer to (i) a claim based upon alleged violations of a Shareholder's individual
rights independent of  any  harm  to the Trust, including a Shareholder's voting
rights  under Article III, 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.

       a.  Derivative  Claims.  No  Shareholder shall have the right to bring or
 maintain any court action or other proceeding  asserting  a derivative claim or
 any claim asserted on behalf of the Trust or involving any  alleged harm to the
 Trust without first making demand on the Trustees requesting  the  Trustees  to
 bring  or  maintain  such  action,  proceeding  or  claim. Such demand shall be
 excused  only  when  the  plaintiff makes a specific showing  that  irreparable
 nonmonetary injury to the Trust  or any series or class thereof would otherwise
 result,  or if a majority of the Board  of  Trustees,  or  a  majority  of  any
 committee  established  to  consider  the merits of such action, has a material
 personal financial interest in the action  at  issue.  A  Trustee  shall not be
 deemed  to  have  a  personal  financial interest in an action or otherwise  be
 disqualified from ruling on a Shareholder  demand  by  virtue  of the fact that
 such  Trustee  receives  remuneration from his or her service on the  Board  of
 Trustees of the Trust or on the boards of one or more investment companies with
 the same or an affiliated  investment  adviser or underwriter, or the amount of
 such remuneration. Such demand shall be mailed to the Secretary of the Trust at
 the Trust's principal office and shall set  forth with particularity the nature
 of  the  proposed court action, proceeding or claim  and  the  essential  facts
 relied upon  by  the shareholder to support the allegations made in the demand.
 The Trustees shall  consider  such  demand within 90 days of its receipt by the
 Trust. In their sole discretion, the  Trustees  may submit the matter to a vote
 of shareholders of the Trust or series or class of  Shares, as appropriate. Any
 decision  by  the  Trustees  to bring, maintain or settle  (or  not  to  bring,
 maintain or settle) such court  action,  proceeding  or claim, or to submit the
 matter to a vote of Shareholders, shall be binding upon the Shareholders.




Master Amended and Restated By-Laws, December 18, 2007

                                                                      APPENDIX A

----------------------------------------------
|                                   |FISCAL  |
|TRUST                              |YEAR END|
----------------------------------------------
|                                   |        |
|MFS Municipal Income Trust         |10/31   |
|MFS Multimarket Income Trust       |10/31   |
|MFS Government Markets Income Trust|11/30   |
|MFS Intermediate Income Trust      |10/31   |
|MFS Charter Income Trust           |11/30   |
|MFS Special Value Trust            |10/31   |
----------------------------------------------



Endnotes

<1>

<2>

<3>

<4>

<5>

<6>

<7>

<8>

<9>

<10>

EX-99.77Q1 OTHR EXHB

                           MFS MUNICIPAL INCOME TRUST

                           CERTIFICATION OF AMENDMENT
                           TO THE DECLARATION OF TRUST



      Pursuant  to  Section 8.3 of the Amended and Restated Declaration of Trust
dated December 16, 2004, as amended (the "Declaration"), of MFS Municipal Income
Trust,  a business trust  organized  under  the  laws  of  The  Commonwealth  of
Massachusetts  (the  "Trust"),  the  undersigned, constituting a majority of the
Trustees of the Trust, do hereby amend the following Sections of the Declaration
to be effective on May 2, 2016.


      Pursuant to Section 8.3 of the Declaration,  the  undersigned  Trustees of
the Trust, being a majority of the Trustees of the Trust, hereby replace Article
V, Section 5.7 of the Declaration to read in its entirety as follows:

      "Section 5.7.  Claims. As used herein, a "direct Shareholder claim"  shall
      refer  to  (i)  a  claim  based upon alleged violations of a Shareholder's
      individual rights independent  of  any  harm  to  the  Trust,  including a
      Shareholder's voting rights under Section 6.8 hereof, 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.

            a. Derivative Claims. No Shareholder  shall  have the right to bring
            or  maintain  any  court  action  or  other proceeding  asserting  a
            derivative claim or any claim asserted  on  behalf  of  the Trust or
            involving any alleged harm to the Trust without first making  demand
            on  the  Trustees  requesting the Trustees to bring or maintain such
            action, proceeding or  claim. Such demand shall be excused only when
            the plaintiff makes a specific  showing that irreparable nonmonetary
            injury to the Trust or any series  or  class thereof would otherwise
            result, or if a majority of the Board of  Trustees, or a majority of
            any committee established to consider the merits of such action, has
            a material personal financial interest in the  action  at  issue.  A
            Trustee shall not be deemed to have a personal financial interest in
            an  action or otherwise be disqualified from ruling on a Shareholder
            demand by virtue of the fact that such Trustee receives remuneration
            from  his or her service on the Board of Trustees of the Trust or on
            the boards  of  one or more investment companies with the same or an
            affiliated investment  adviser or underwriter, or the amount of such
            remuneration. Such demand  shall  be  mailed to the Secretary of the
            Trust  at  the Trust's principal office and  shall  set  forth  with
            particularity the nature of the proposed court action, proceeding or
            claim and the  essential  facts  relied  upon  by the shareholder to
            support  the  allegations  made  in the demand. The  Trustees  shall
            consider such demand within 90 days  of its receipt by the Trust. In
            their sole discretion, the Trustees may  submit the matter to a vote
            of  shareholders  of  the Trust or series or  class  of  Shares,  as
            appropriate. Any decision  by  the  Trustees  to  bring, maintain or
            settle  (or  not  to  bring, maintain or settle) such court  action,
            proceeding  or  claim,  or  to  submit  the  matter  to  a  vote  of
            Shareholders, shall be binding upon the Shareholders."

      Pursuant to Section 8.3 of the  Declaration,  the  undersigned Trustees of
the Trust, being a majority of the Trustees of the Trust,  hereby  amend Article
VI, Section 6.2 of the Declaration to add the following language before the last
sentence of Section 6.2:

      "The  Trust  may  enter  into  contractual arrangements with an Investment
      Adviser, Transfer Agent, and other  parties  who  each provide services to
      the Trust. Unless expressly stated otherwise, shareholders are not parties
      to, or intended beneficiaries of these contractual arrangements, and these
      contractual arrangements are not intended to create  any shareholder right
      to enforce them against the service providers or to seek  any remedy under
      them  against the service providers, either directly or on behalf  of  any
      series  of  the  Trust.  The  registration statement of the Trust is not a
      contract between the Trust and  the shareholders of the Trust and does not
      give  rise  to any shareholder rights  other  than  any  rights  conferred
      explicitly by federal or state securities laws that may not be waived."

      Pursuant to Section  8.3  of  the Declaration, the undersigned Trustees of
the Trust, being a majority of the Trustees of the Trust, hereby add Section 9.7
to Article IX of the Declaration to read in its entirety as follows:

      "Section  9.7.  Forum for Adjudication  of  Disputes.   Unless  the  Trust
      consents in  writing  to  the  selection  of an alternative forum, (i) any
      action or proceeding brought by or on behalf  of  the  Trust or any of the
      Trust's Shareholders, (ii) any action asserting a claim  against  any  the
      Trust  (or  any  series thereof), or against any trustee, officer or other
      employee of the Trust,  whether  arising under federal law, the law of any
      state, or the law of a non-U.S. jurisdiction, (iii) any action asserting a
      claim  arising pursuant to any provision  of  the  Massachusetts  Business
      Corporation  Act,  the  statutory  or  common  law  of the Commonwealth of
      Massachusetts,  the  Declaration  or  these By-Laws, (iv)  any  action  to
      interpret, apply, enforce or determine  the  validity of this Declaration,
      the Trust's by-laws, or any agreement on behalf  of  the  Trust authorized
      thereunder, or (v) any action asserting a claim governed by  the  internal
      affairs doctrine (each, a "Covered Action") shall be brought in the  state
      or  federal  courts  located within the Commonwealth of Massachusetts. Any
      person purchasing or otherwise acquiring or holding any interest in shares
      of beneficial interest  of the Trust shall be (i) deemed to have notice of
      and consented to the provisions  of  this Section, and (ii) deemed to have
      waived any argument relating to the inconvenience of the forums referenced
      above  in  connection  with any action or  proceeding  described  in  this
      Section.

      If any Covered Action is  filed in a court other than the state or federal
      courts of the Commonwealth  of  Massachusetts  (a "Foreign Action") in the
      name  of  any  shareholder,  such  shareholder shall  be  deemed  to  have
      consented to (i) the personal jurisdiction of the state and federal courts
      located within the Commonwealth of Massachusetts  in  connection  with any
      action  brought in any such courts to enforce the first paragraph of  this
      Section (an  "Enforcement Action") and (ii) having service of process made
      upon such shareholder  in any such Enforcement Action by service upon such
      shareholder's counsel in the Foreign Action as agent for such shareholder.

      If any provision or provisions  of  this  Section  shall  be  held  to  be
      invalid, illegal or unenforceable as applied to any person or circumstance
      for  any  reason whatsoever, then, to the fullest extent permitted by law,
      the validity,  legality  and  enforceability  of  such provision(s) in any
      other  circumstance  and  of  the  remaining provisions  of  this  Section
      (including, without limitation, each  portion  of  any  sentence  of  this
      Section  containing  any  such  provision  held  to be invalid, illegal or
      unenforceable  that  is  not  itself  held  to  be  invalid,   illegal  or
      unenforceable) and the application of such provision to other persons  and
      circumstances shall not in any way be affected or impaired thereby."

      Pursuant  to  Section  8.3 of the Declaration, the undersigned Trustees of
the Trust, being a majority of  the  Trustees of the Trust, hereby amend Section
9.3 of the Declaration to read in its entirety as follows:

            "Section 9.3.  Principal Office.   The principal office of the Trust
            is  111  Huntington  Avenue,  Boston,  Massachusetts   02199.    The
            Trustees,  without  a vote of Shareholders, may change the principal
            office of the Trust."






      IN WITNESS WHEREOF, a majority  of the Trustees of the Trust have executed
this  amendment,  in  one  or  more  counterparts,  all  constituting  a  single
instrument, as an instrument under seal in The Commonwealth of Massachusetts, as
of May 2, 2016 and further certify, as  provided  by  the  provisions of Section
8.3(c)  of  the  Declaration,  that  this  amendment  was  duly adopted  by  the
undersigned in accordance with Section 8.3(a) of the Declaration.


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|                                     |                             |
|                                     |                             |
|STEVEN E. BULLER                     |JOHN P. KAVANAUGH            |
|Steven E. Buller                     |John P. Kavanaugh            |
|c/o MFS Investment Management        |c/o MFS Investment Management|
|111 Huntington AvenueBoston, MA 02199|111 Huntington Avenue        |
|                                     |Boston, MA 02199             |
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|                                     |                             |
|                                     |                             |
|ROBERT E. BUTLER                     |ROBERT J. MANNING            |
|Robert E. Butler                     |Robert J. Manning            |
|c/o MFS Investment Management        |MFS Investment Management    |
|111 Huntington Avenue                |111 Huntington Avenue        |
|Boston, MA 02199                     |Boston, MA 02199             |
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|                                     |                             |
|                                     |                             |
|MAUREEN R. GOLDGFARB                 |MARYANNE L. ROEPKE           |
|Maureen R. Goldfarb                  |Maryanne L. Roepke           |
|c/o MFS Investment Management        |c/o MFS Investment Management|
|111 Huntington Avenue                |111 Huntington Avenue        |
|Boston, MA 02199                     |Boston, MA 02199             |
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|                                     |                             |
|                                     |                             |
|DAVID H. GUNNING                     |ROBIN A. STELMACH            |
|PersonNameDavid H. Gunning           |Robin A. Stelmach            |
|c/o MFS Investment Management        |MFS Investment Management    |
|111 Huntington Avenue                |111 Huntington Avenue        |
|Boston, MA 02199                     |Boston, MA 02199             |
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|                                     |                             |
|                                     |                             |
|WILLIAM R. GUTOW                     |LAURIE J. THOMSEN            |
|PersonNameWilliam R. Gutow           |Laurie J. Thomsen            |
|c/o MFS Investment Management        |c/o MFS Investment Management|
|111 Huntington Avenue                |111 Huntington Avenue        |
|Boston, MA 02199                     |Boston, MA 02199             |
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|                                     |                             |
|                                     |                             |
|MICHAEL HEGARTY                      |ROBERT W. IEK                |
|Michael Hegarty                      |Robert W. Uek                |
|c/o MFS Investment Management        |c/o MFS Investment Management|
|111 Huntington Avenue                |111 Huntington Avenue        |
|Boston, MA 02199                     |Boston, MA 02199             |
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