AMENDED AND RESTATED BY-LAWS
                                       OF
                          PIONEER TAX FREE INCOME FUND

                               Dated: July 1, 2008

                                    ARTICLE 1
                    Declaration of Trust and Principal Office

1.1 Declaration of Trust. These By-laws are adopted pursuant to Section 6.8 of
the Amended and Restated Declaration of Trust, as from time to time in effect
(the "Declaration"), of Pioneer Tax Free Income Fund, a Delaware statutory
trust (the "Trust") and shall be subject to the terms of the Declaration. Any
capitalized term not otherwise defined herein shall have the same meaning given
to such term in the Declaration. In the event of any inconsistency between the
terms of these By-Laws and the terms of the Declaration or of any applicable
laws, the terms of the Declaration or of such applicable laws shall control.

1.2 Principal Office of the Trust. The principal office of the Trust is located
at 60 State Street, Boston, MA 02109, or such other place as shall be determined
by the Trustees from time to time. The Trust may have offices in such other
places within or outside the State of Massachusetts or the State of Delaware as
the Trustees may from time to time determine.

                                    ARTICLE 2
                                    Trustees

2.1 Chair. The Trustees may elect from their own number a Chair to hold office
until his or her successor shall have been duly elected and qualified or until
his or her earlier death, resignation, removal or disqualification. The Chair
(or, if the Chair is unable to attend any such meeting, the Chair's designee)
shall preside at all meetings of the Trustees and the Shareholders. The Chair
shall have such other duties and powers as the Trustees may from time to time
determine.

2.2 Regular Meetings. Regular meetings of the Trustees may be held without call
or notice at such places (including for these purposes, by means of conference
telephone circuit, video conferencing or similar communications equipment by
means of which all persons participating in the meeting can hear each other as
provided for in the Declaration) as the Trustees may from time to time
determine.

2.3 Special Meetings. Special meetings of the Trustees may be held at any time
and at any place (including for these purposes, by means of conference telephone
circuit, video conferencing or similar communications equipment by means of
which all persons participating in the meeting can hear each other as provided
for in the Declaration) designated in the call of the meeting when called by the
Chair, the President or the Secretary or by two or more Trustees, sufficient
notice thereof as described in Section 2.4 below being given to each Trustee by
the Secretary or an Assistant Secretary or by the person calling the meeting.

2.4 Notice of Special Meetings. It shall be sufficient notice to a Trustee of a
special meeting to send notice by overnight mail at least two days or by email
or facsimile at least one day before the meeting addressed to the Trustee at his
or her usual or last known business or residence address, email address or
facsimile number as applicable, or to give notice in person or by telephone one
day before the meeting. Notice may be sent on the day of the special meeting by
email, facsimile or other electronic means, or given by telephone or in person,
if under the circumstances the party calling the meeting deems more immediate
action to be necessary or appropriate. Notice of a special meeting need not be
given to any Trustee if a written waiver of notice, executed by him or her
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither notice of a meeting nor a
waiver of a notice need specify the purposes of the meeting.

2.5 Quorum and Manner of Acting. At any meeting of the Trustees a majority of
the Trustees then in office shall constitute a quorum. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal from the meeting of
one or more Trustees if any action taken is approved by at least a majority of
the required quorum for that meeting. The Declaration contains further
provisions relating to the manner of acting by the Trustees.

2.6 Actions by Consent. If in accordance with the provisions of the Declaration
any action is taken by the Trustees by a written consent, such written consents
may be executed and delivered in counterparts and by electronic means. The
Declaration contains further provisions relating to action by consent of the
Trustees.

2.7. Counsel and Experts. The Trustees who are not Interested Persons may, by
vote of a majority of such Trustees, at the Trust's expense, hire such employees
and retain such counsel, accountants, appraisers or other experts or consultants
whose services such Trustees may, in their discretion, determine to be necessary
or desirable from time to time, including services to one or more committees
established by the Trustees, and may execute any agreements, contracts,
instruments or other documents in connection therewith.

                                    ARTICLE 3
                                   Committees

3.1 Establishment and Authority. The Declaration contains provisions relating to
the establishment of committees by the Trustees. Each committee shall have such
powers and authority as shall be authorized by the Trustees, and may fix its own
rules and procedures, and adopt its own charter, in each case subject to
approval by the Trustees. The Trustees may abolish any such committee at any
time in their sole discretion. Any committee to which the Trustees delegate any
of their powers shall maintain records of its meetings and shall report its
actions to the Trustees. The Trustees shall have the power to rescind any action
of any committee, but no such rescission shall have retroactive effect. The
Trustees shall have the power at any time to fill vacancies in the committees.
The Trustees may designate one or more Trustees as alternate members of any
committee who may replace any absent member at any meeting of the committee.

3.2 Quorum; Voting. Unless the specific rules and procedures adopted by a
committee in accordance with Section 3.1 provide otherwise, a majority of the
members of any committee of the Trustees shall constitute a quorum for the
transaction of business, and any action of such a committee may be taken at a
meeting by a vote of a majority of the members present (a quorum being present)
or evidenced by one or more writings signed by such a majority (which writings
may be executed and/or delivered by electronic means). Members of a committee
may participate in a meeting of such committee by means of a conference
telephone circuit, video conferencing or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time and participation by such means shall constitute presence in
person at a meeting.

3.3 Compensation of Members. The chair, if any, and members of any duly
appointed committee shall receive such compensation and/or fees and
reimbursement for expenses as from time to time may be determined by the
Trustees.

                                    ARTICLE 4
                                    Officers

4.1 Enumeration; Qualification. The officers of the Trust shall be a President,
a Treasurer, a Secretary, a Chief Compliance Officer and such other officers as
the Trustees from time to time may in their discretion elect, appoint or
authorize in accordance with Section 4.2 below. Any officer of the Trust may but
need not be a Trustee or a Shareholder. Any two or more offices, except those of
President and Vice-President, may be held by the same person.

4.2 Election. The President, the Treasurer, the Secretary and the Chief
Compliance Officer shall be elected or appointed by the Trustees upon the
occurrence of a vacancy in any such office. The Chief Compliance Officer 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 within the meaning of
the 1940 Act, or otherwise in accordance with Rule 38a-1 (or any successor rule)
under the 1940 Act as in effect from time to time ("Rule 38a-1"). Other
officers, if any, may be elected or appointed by the Trustees at any time, or
the Trustees may delegate to the President the power to appoint such other
officers as the Trustees shall at any time or from time to time deem advisable.
Vacancies in any such other office may be filled at any time. Each officer shall
hold office at the pleasure of the Trustees, provided that any removal of the
Chief Compliance Officer shall be in accordance with Rule 38a-1.

4.3 Powers. Subject to the other provisions of these By-Laws, each officer shall
have, in addition to the duties and powers herein and in the Declaration set
forth, such duties and powers as are commonly incident to the office occupied by
him or her as if the Trust were organized as a Delaware corporation and such
other duties and powers as the Trustees may from time to time designate.

4.4 President. Unless the Trustees otherwise provide, the President shall be the
chief executive officer of the Trust.

4.5 Treasurer. Unless the Trustees provide otherwise, the Treasurer shall be the
chief financial and accounting officer of the Trust, and shall, subject to the
provisions of the Declaration and to any arrangement made by the Trustees with a
custodian, investment adviser or manager, or transfer, shareholder servicing or
similar agent, be in charge of the valuable papers, books of account and
accounting records of the Trust, and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the President.

4.6 Secretary. The Secretary shall record all proceedings of the Shareholders
and the Trustees in books to be kept therefor. In the absence of the Secretary
from any meeting of the shareholders or Trustees, an Assistant Secretary, or if
there be none or if he or she is absent, a temporary Secretary chosen at such
meeting shall record the proceedings thereof in the aforesaid books.

4.7 Chief Compliance Officer. The Chief Compliance Officer shall perform the
duties and shall have the responsibilities of the chief compliance officer of
the Trust, including any such duties and responsibilities imposed by Rule 38a-1,
and shall have such other duties and powers as may be designated from time to
time by the Trustees.

4.8 Resignations and Removals. Any officer may resign at any time by written
instrument signed by him or her and delivered to the Chair, the President or the
Secretary or to a meeting of the Trustees. Such resignation shall be effective
upon receipt unless specified to be effective at some other time. The Trustees
may remove any officer with or without cause. Except to the extent expressly
provided in a written agreement with the Trust, no officer resigning and no
officer removed shall have any right to any compensation for any period
following his or her resignation or removal, or any right to damages on account
of such removal.

                                    ARTICLE 5
                                  Shareholders

5.1 Meetings. There shall be no annual meetings of Shareholders except as
required by law. A meeting of the Shareholders of the Trust or of any Series or
Class shall be called by the Secretary whenever ordered by (i) a majority of
Trustees then in office, (ii) the Chair or (iii) the President. Meetings of the
Shareholders of the Trust or of any Series or Class shall also be called by the
Secretary upon the order of the Trustees upon the written request ("Request for
Meeting") of the Shareholders holding Shares representing in the aggregate not
less than one-third of the voting power of all of the Outstanding Shares
entitled to vote on the matters specified in such written request (calculated by
assuming that the Shareholders holding all of the Outstanding Shares entitled to
vote on such matter were present and voting at a meeting to consider such
matter), provided that (1) such Request for Meeting shall include the
information described below 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. No special meeting need be called to consider any matter
specified in such Request for Meeting if such matter is substantially the same
as a matter voted on at any meeting of the Shareholders during the twelve months
preceding the date of such Request for Meeting unless such Request for Meeting
is of Shareholders representing in the aggregate at least a majority of the
voting power of all of the Outstanding Shares entitled to vote on such matter
(calculated by assuming that the Shareholders holding all of the Outstanding
Shares entitled to vote on such matter were present and voting at a meeting to
consider such matter). If the Secretary fails for more than 30 days to call a
special meeting of the Shareholders of the Trust or of any Series or Class, the
Trustees, the Chair or the President may, in the name of the Secretary, call the
meeting by giving the required notice. If the meeting is a meeting of
Shareholders of any Series or Class, but not a meeting of all Shareholders of
the Trust, then only a special meeting of Shareholders of such Series or Class
need be called and, in such case, only Shareholders of such Series or Class
shall be entitled to notice of and to vote at such meeting.

         The Trustees may determine, or may authorize the officers of the Trust
to determine, the date, time and place for any meeting of Shareholders, which
place may be within or outside the State of Delaware.

         Any meeting so called may be postponed or cancelled prior to the
meeting (with respect to one or more or all Series or Classes entitled to vote
at the meeting) provided that notice of such postponement or cancellation is
given to the extent time permits to the Shareholders entitled to vote at the
meeting, but only if notice of such meeting had been previously given to such
Shareholders.

         For matters to be properly brought by a Shareholder before a meeting of
the Shareholders (including the nomination of Trustees by a Shareholder), the
Shareholder must first have given timely written notice of the matters to be
brought by the Shareholder before such meeting (an "Advance Notice") to the
Secretary. To be timely, an Advance Notice must be delivered to the Secretary
not more than 90 days prior to such meeting and not later than the later of (i)
60 days prior to such meeting or (ii) 10 days following the date on which public
announcement of the date of such meeting is first made by the Trust.

         Each Advance Notice or Request for Meeting must contain (1) the name
and address of the Shareholder(s) delivering such Advance Notice or Request for
Meeting, (2) a statement with respect to the number of Shares of the applicable
Series beneficially and/or legally owned by such Shareholder(s), the nature of
any such beneficial ownership of such Shares, the beneficial ownership of any
such Shares legally held by such Shareholder(s) but beneficially owned by one or
more others, and the length of time for which all such Shares have been
beneficially and/or legally owned by such Shareholder(s), and (3) a description
of the matters to be brought by the Shareholder(s) before such meeting,
including, if applicable, information about each nominee for election as a
Trustee substantially equivalent to that which would be required in a proxy
statement pursuant to the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated by the Securities and Exchange Commission
thereunder, if such matters were to be included in a proxy statement.

         Whenever a matter is required to be voted by Shareholders of the Trust
in the aggregate under the Declaration, the Trust may either hold a meeting of
Shareholders of all Series and Classes to vote on such matter, or hold separate
meetings of Shareholders of one or more of the individual Series and or Classes
to vote on such matter, provided that (i) such separate meetings shall be held
within one year of each other and (ii) a quorum of the individual Series and or
Classes shall be present at each such separate meeting, and the votes of
Shareholders at all such separate meetings shall be aggregated in order to
determine if sufficient votes have been cast for such matter to be voted.

5.2 Record Dates. For the purpose of determining the Shareholders of the Trust
or any Series or Class of Shares of the Trust who are entitled to vote or act at
any meeting or any adjournment or postponement thereof, or who are entitled to
receive payment of any dividend or of any other distribution, the Trustees may
from time to time fix a time, or may authorize the officers to fix a time, which
shall be not more than 120 days before the date set for any meeting of
Shareholders (without regard to any adjournments or postponements thereof) or
more than 60 days before the date of payment of any dividend or of any other
distribution, as the case may be, as the record date for determining the
Shareholders of the Trust or such Series or Class having the right to notice of
and to vote at such meeting and any adjournment or postponements thereof or the
right to receive such dividend or distribution, and in such case only
Shareholders on such record date shall have such right notwithstanding any
transfer of shares on the books of the Trust after the record date; or without
fixing such record date the Trustees may for any such purposes close the
register or transfer books for all or part of such period.

5.3 Notice of Meetings. Notice of all meetings of Shareholders and any
postponements thereof, stating the time, place and purposes of the meeting,
shall be given by the Secretary or the Trustees in accordance with Section 5.9
hereof at least seven days and not more than 120 days before the date for the
meeting set forth in such notice, to each Shareholder of record of the
applicable Series or Class on the date set in accordance with Section 5.2
hereof. Any adjourned meeting may be held as adjourned without further notice if
the date, time and place of the adjourned meeting were announced at the time of
the adjournment, even if the date of such adjourned meeting is more than 120
days after the date set for the original meeting. Where separate meetings are
held for Shareholders of the individual Series or Class to vote on a matter
required to be voted on by Shareholders of the Trust in the aggregate, notice of
each such separate meeting shall be provided in the manner described above in
this Section.

5.4 Quorum. The holders of Outstanding Shares entitled to vote and present in
person or by proxy representing thirty percent (30%) of the voting power of the
Trust shall constitute a quorum at any meeting of the Shareholders, except that
where pursuant to any provision of law, the Declaration or these By-Laws a vote
shall be taken by individual Series or Class then Outstanding Shares entitled to
vote and present in person or by proxy representing thirty percent (30%) of the
voting power of that Series or Class shall be necessary to constitute a quorum
for the transaction of business by that Series or Class. For the purposes of
establishing whether a quorum is present, all Shares present and entitled to
vote, including abstentions and broker non-votes, shall be counted.

5.5 Adjournments. Any meeting of Shareholders may, by action of the person
presiding thereat, be adjourned with respect to one or more matters to be
considered at such meeting, if a quorum is not present with respect to such
matter; any meeting of Shareholders may, by motion of the person presiding
thereat, be adjourned with respect to one or more matters to be considered at
such meeting, even if a quorum is present with respect to such matters, when
such adjournment is approved by the vote of holders of Shares representing a
majority of the voting power of the Shares present and entitled to vote with
respect to the matter or matters adjourned. Unless a proxy is otherwise limited
in this regard, any Shares present and entitled to vote at a meeting that are
represented by broker non-votes, may, at the discretion of the proxies named
therein, be voted in favor of such an adjournment.

5.6 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 Secretary, or with
such other officer or agent of the Trust as the Trustees or officers may direct,
for verification prior to the time at which such vote shall be taken. In
connection with the solicitation of proxies by the Trustees, a Shareholder may
give instructions through telephonic or electronic methods of communication or
via the Internet for another person to execute his or her proxy, if in each case
such method has been authorized by the Trust by its officers, and pursuant in
each case to procedures established or approved by the officers of the Trust or
agents employed by the Trust for such purpose as reasonably designed to verify
that such instructions have been authorized by such Shareholder; and the placing
of a Shareholder's name on a proxy pursuant to such instructions shall
constitute execution of such proxy by or on behalf of such Shareholder. Proxies
may also be submitted via facsimile if such method has been authorized by the
Trust by its officers, and pursuant to procedures established or approved by the
officers of the Trust or agents employed by the Trust for such purpose. Pursuant
to a vote of the Trustees, proxies may be solicited in the name of one or more
Trustees and/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, 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, but shall be counted as present at the meeting for all
other purposes. 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. 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, such Share may be voted by such guardian or such
other person appointed or having such control, and such vote may be given in
person or by proxy. Unless otherwise specifically limited by their terms,
proxies shall entitle the holder thereof to vote at any postponement or
adjournment of a meeting, and no proxy shall be valid after eleven months from
its date. A Shareholder who has submitted a proxy may revoke or withdraw the
proxy with respect to any matter to be considered at a meeting or any
adjournment or postponement thereof if such revocation or withdrawal is properly
received prior to the vote on that matter, by delivering a duly executed proxy
bearing a later date or by attending the meeting or the adjournment or
postponement thereof and voting in person on the matter or matters.

5.7 Conduct of Meetings. Meetings of the Shareholders shall be presided over by
the Chair, or, if the Chair is not present at the meeting, by another Trustee or
officer designated by the Chair, or is there is no such designee present at the
meeting, then by the most senior officer of the Trust present at the meeting and
such person shall be deemed for all purposes the chairman of the meeting. The
chairman of the meeting shall determine the order of business of the meeting and
may prescribe such rules, regulations and procedures and take such actions as,
in the discretion of such chairman, are appropriate for the proper conduct of
the meeting. For any matter to be properly before any meeting of Shareholders,
the matter must be either specified in the notice of meeting given by or at the
direction of a majority of the Trustees then in office or otherwise brought
before the meeting by or at the direction of the chairman of the meeting. With
the exception of Shareholder proposals submitted in accordance with the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, or any successor provisions, only matters proposed by the Trustees may
be included in the Trust's proxy materials. The Trustees may from time to time
in their discretion provide for procedures by which Shareholders may, prior to
any meeting at which Trustees are to be elected, submit the names of potential
candidates for Trustee, to be considered by the Trustees, or any proper
committee thereof. At all meetings of Shareholders, unless voting is conducted
by inspectors, all questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes shall be decided by
the chairman of the meeting.

5.8 Inspectors of Election. In advance of any meeting of Shareholders the
Trustees, or at any such meeting the Trustees or the chairman of the meeting,
may appoint Inspectors of Election to act at the meeting or any adjournment
thereof. If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may appoint a person to fill the
vacancy. Unless otherwise instructed by the Trustees, or by the chairman of the
meeting, the Inspectors of Election shall determine the number of Shares
outstanding, the Shares represented at the meeting, the existence of a quorum,
the authenticity, validity and effect of proxies, shall receive votes, ballots
or consents, shall hear and determine all challenges and questions in any way
arising in connection with the right to vote, shall count and tabulate all votes
and consents, determine the results, and do such other acts as may be proper to
conduct the election or vote.

5.9 Communications with Shareholders. Any notices, reports, statements or other
communications with Shareholders of any kind required under the Declaration,
these By-Laws or applicable law may be sent, delivered or made available by mail
or other carrier, in person, by email or other electronic communication or by
posting on a website or publication or in any other reasonable manner as may be
determined by the Trustees if not otherwise prohibited by applicable law, and
such communications may be sent, delivered or otherwise made available to
Shareholders in accordance with householding or other similar rules under which
a single copy of such notice or report may be sent to Shareholders who reside at
the same address. No communication need be given to any Shareholder who shall
have failed to inform the Trust of the Shareholder's current address and the
Trustees may from time to time adopt, or may authorize the officers or agents of
the Trust to adopt, procedures or policies with respect to communications to
Shareholders that are returned to the Trust or its agents as undeliverable and
similar matters. Any Shareholder may waive receipt of any notice or other
communication. Communications shall be deemed to have been given at the time
when delivered personally or deposited in the mail or with another carrier or
sent by any means of written or electronic communication or, where notice is
given by posting on a website or by publication, on the date of posting or
publication. An affidavit of the mailing or other means of giving any notice of
any meeting of Shareholders shall be filed and maintained with the records of
the Trust.

The foregoing provisions shall apply mutatis mutandis to any communications
given to a Shareholder's counsel under Section 9.8 of the Declaration, provided
however that communications provided to either a Shareholder or Shareholder's
counsel under Section 9.8 may not by made by means of posting on a website or by
publication.

                                    ARTICLE 6
                          Shares and Share Certificates

6.1 Share Certificates. Unless the issuance of certificates is authorized by the
Trustees, Shares shall be held on the books of the Trust by one or more transfer
agents appointed in accordance with Section 7.2 of the Declaration (each, a
"Transfer Agent") in uncertificated form, and the record holders of such shares
shall be treated for all purposes as Shareholders under the Declaration.

The Trustees may at any time authorize the issuance of share certificates for
Shares of any Series or Class in such form as the Trustees may prescribe from
time to time. Each such certificate shall bear a distinguishing number, shall
exhibit the holder's name and the number of whole shares owned by such holder,
and shall be signed by the President or a Vice President and by the Treasurer or
an Assistant Treasurer. Such signatures may be facsimile, printed or engraved if
the certificate is signed by the Transfer Agent with respect to such Shares or
by a registrar. In case any officer who has signed or whose facsimile signature
has been placed on such certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the same effect as if
he were such officer at the time of its issue.

6.2 Share Transfers. Transfers of Shares of the Trust shall be made only on the
books of the Trust, as maintained by the Transfer Agent with respect to such
Shares, by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Transfer Agent
for such Shares and upon surrender of any certificate or certificates
representing such Shares, if any, properly endorsed and the payment of all taxes
thereon. Except as may be otherwise provided by law or these By-Laws, the person
in whose name Shares stand on the books of the Trust shall be deemed the owner
thereof for all purposes as regards the Trust; provided that properly documented
pledges of Shares as collateral security may be accounted for by the Transfer
Agent in accordance with its standard procedures with respect thereto.

6.3 Loss of Certificates. The Transfer Agent for any Series or Class of Shares
is authorized to issue and countersign replacement certificates for Shares which
have been lost, stolen or destroyed upon receipt of (i) satisfactory proof of
such loss, and (ii) surety sufficient to protect the Series or Class from any
loss.

6.4. Regulations. The Trustees may make such additional rules and regulations,
not inconsistent with these By-Laws, as they may deem expedient concerning the
issue, certification, transfer and registration of Shares.



<PAGE>


                                    ARTICLE 7
                                  Miscellaneous

7.1 Books and Records. The books and records of the Trust and any Series or
Classes thereof, including the share ledger or ledgers, may be kept in or
outside the State of Delaware at such office or offices of the Trust and/or its
agents as may from time to time be determined by the officers of the Trust.

7.2 Access to Book and Records. The Shareholders shall only have such right to
inspect the records, documents, accounts and books of the Trust or any Series or
Class thereof as may be granted from time to time by the Trustees in their sole
discretion.

7.3 Seal. The Trustees may adopt a seal of the Trust which shall be in such form
and shall have such inscription thereon as the Trustees may from time to time
prescribe, but unless otherwise required by the Trustees, the seal shall not be
necessary to be placed on, and its absence shall not impair the validity of, any
document, instrument or other paper executed and delivered by or on behalf of
the Trust.

7.4 Execution of Papers. All deeds, leases, contracts, notes and other
obligations made by the Trustees shall be signed by the President, any Vice
President elected by the Trustees, the Treasurer, the Secretary or any other
officer elected by the Trustees, except as the Trustees may generally or in
particular cases authorize the execution thereof in some other manner, or as
otherwise provided in these By-Laws.

7.5 Severability. The provisions of these By-Laws are severable. If the Trustees
determine, with the advice of counsel, that any provision hereof conflicts with
the 1940 Act, the regulated investment company or other provisions of the 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 By-Laws.

7.6 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.

                                    ARTICLE 8
                            Amendments to the Bylaws

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