Exhibit 3.8  
 HOSPITALITY
PROPERTIES TRUST  
  AMENDED
AND RESTATED BYLAWS  
  As
Amended and Restated November 6, 2008February 26,
2009 
  1


Table of Contents  ARTICLE I OFFICES
  
  1Section 1.1.
  
  Principal Office
  
  1Section 1.2.
  
  Additional Offices
  
  1ARTICLE II MEETINGS OF
  SHAREHOLDERS
  
  1Section 2.1.
  
  Place
  
  1Section 2.2.
  
  Annual Meeting
  
  1Section 2.3.
  
  Special Meetings
  
  1Section 2.4.
  
  Notice of Regular or Special
  Meetings
  
  1Section 2.5.
  
  Notice of Adjourned Meetings
  
  2Section 2.6.
  
  Scope of Meetings
  
  2Section 2.7.
  
  Organization of Shareholder
  Meetings
  
  2Section 2.8.
  
  Quorum
  
  3Section 2.9.
  
  Voting
  
  3Section 2.10.
  
  Proxies
  
  3Section 2.11.
  
  Record Date
  
  3Section 2.12.
  
  Voting of Shares by Certain
  Holders
  
  3Section 2.13.
  
  Inspectors
  
  4Section 2.14.
  
  Nominations and Other Proposals
  to be Considered at Meetings of Shareholders
  
  4Section 2.14.1.
  
  Annual Meetings of Shareholders
  
  4Section 2.14.2.
  
  Shareholder Nominations or Other
  Proposals Causing Covenant Breaches or Defaults
  
  11Section 2.14.3.
  
  Shareholder Nominations or
  Other Proposals Requiring Governmental Action
  
  11Section 2.14.4.
  
  Special Meetings of
  Shareholders
  
  12Section 2.14.5.
  
  General
  
  13Section 2.15.
  
  No Shareholder Actions by
  Written Consent
  
  14Section 2.16.
  
  Voting by Ballot
  
  14Section 2.17.
  
  Proposals of Business Which Are
  Not Proper Matters For Action By Shareholders
  
  15ARTICLE III TRUSTEES
  
  15Section 3.1.
  
  General Powers; Qualifications;
  Trustees Holding Over
  
  15Section 3.2.
  
  Independent Trustees and
  Managing Trustees
  
  15Section 3.3.
  
  Number and Tenure
  
  16Section 3.4.
  
  Annual and Regular Meetings
  
  16Section 3.5.
  
  Special Meetings
  
  16Section 3.6.
  
  Notice
  
  16Section 3.7.
  
  Quorum
  
  17Section 3.8.
  
  Voting
  
  17Section 3.9.
  
  Telephone Meetings
  
  17Section 3.10.
  
  Action by Written Consent of
  Trustees
  
  17  i


Section 3.11.
  
  Waiver of Notice
  
  17Section 3.12.
  
  Vacancies
  
  17Section 3.13.
  
  Compensation
  
  18Section 3.14.
  
  Removal of Trustees
  
  18Section 3.15.
  
  Surety Bonds
  
  18Section 3.16.
  
  Reliance
  
  18Section 3.17.
  
  Interested Trustee Transactions
  
  18Section 3.18.
  
  Qualifying Shares Not Required
  
  18Section 3.19.
  
  Certain Rights of Trustees,
  Officers, Employees and Agents
  
  18Section 3.20.
  
  Emergency Provisions
  
  18ARTICLE IV COMMITTEES
  
  19Section 4.1.
  
  Number; Tenure and
  Qualifications
  
  19Section 4.2.
  
  Powers
  
  19Section 4.3.
  
  Meetings
  
  19Section 4.4.
  
  Telephone Meetings
  
  20Section 4.5.
  
  Action by Written Consent of
  Committees
  
  20Section 4.6.
  
  Vacancies
  
  20ARTICLE V OFFICERS
  
  20Section 5.1.
  
  General Provisions
  
  20Section 5.2.
  
  Removal and Resignation
  
  20Section 5.3.
  
  Vacancies
  
  21Section 5.4.
  
  Chief Executive Officer
  
  21Section 5.5.
  
  Chief Operating Officer
  
  21Section 5.6.
  
  Chief Financial Officer
  
  21Section 5.7.
  
  Chairman and Vice Chairman of
  the Board
  
  21Section 5.8.
  
  President
  
  21Section 5.9.
  
  Vice Presidents
  
  21Section 5.10.
  
  Secretary
  
  22Section 5.11.
  
  Treasurer
  
  22Section 5.12.
  
  Assistant Secretaries and
  Assistant Treasurers
  
  22ARTICLE VI CONTRACTS, LOANS,
  CHECKS AND DEPOSITS
  
  22Section 6.1.
  
  Contracts
  
  22Section 6.2.
  
  Checks and Drafts
  
  22Section 6.3.
  
  Deposits
  
  22ARTICLE VII SHARES
  
  22Section 7.1.
  
  Certificates
  
  22Section 7.2.
  
  Transfers
  
  23Section 7.3.
  
  Lost Certificates
  
  23Section 7.4.
  
  Closing of Transfer Books or
  Fixing of Record Date
  
  23Section 7.5.
  
  Share Ledger
  
  24Section 7.6.
  
  Fractional Shares; Issuance of
  Units
  
  24ARTICLE VIII RESTRICTIONS ON
  TRANSFER AND OWNERSHIP OF SHARES
  
  24Section 8.1.
  
  Definitions
  
  24Section 8.2.
  
  Restrictions on Ownership
  
  26  ii


Section 8.3.
  
  Transfer of Shares
  
  30Section 8.4.
  
  Costs, Expenses and
  Compensation of Charitable Trustee and the Trust
  
  33Section 8.5.
  
  Transactions on a National
  Securities Exchange
  
  34Section 8.6.
  
  Enforcement
  
  34Section 8.7.
  
  Non-Waiver
  
  34Section 8.8.
  
  Enforceability
  
  34ARTICLE IX REGULATORY
  COMPLIANCE AND DISCLOSURE
  
  34Section 9.1.
  
  Actions Requiring Regulatory
  Compliance Implicating the Trust
  
  34Section 9.2.
  
  Compliance With Law
  
  35Section 9.3.
  
  Limitation on Voting Shares or
  Proxies
  
  36Section 9.4.
  
  Representations, Warranties and
  Covenants Made to Governmental or Regulatory Bodies
  
  36Section 9.5.
  
  Board of Trustees
  Determinations
  
  36ARTICLE X FISCAL YEAR
  
  36Section 10.1.
  
  Fiscal Year
  
  36ARTICLE XI DIVIDENDS AND OTHER
  DISTRIBUTIONS
  
  36Section 11.1.
  
  Dividends and Other
  Distributions
  
  36ARTICLE XII SEAL
  
  37Section 12.1.
  
  Seal
  
  37Section 12.2.
  
  Affixing Seal
  
  37ARTICLE XIII WAIVER OF NOTICE
  
  37Section 13.1.
  
  Waiver of Notice
  
  37ARTICLE XIV AMENDMENT OF BYLAWS
  
  37Section 14.1.
  
  Amendment of Bylaws
  
  37ARTICLE XV MISCELLANEOUS
  
  37Section 15.1.
  
  References to Declaration of
  Trust
  
  37Section 15.2.
  
  Costs and Expenses
  
  37Section 15.3.
  
  Ratification
  
  38Section 15.4.
  
  Ambiguity
  
  38Section 15.5.
  
  Inspection of Bylaws
  
  38Section 15.6.
  
  Election to be Subject to
  Part of Title 3, Subtitle 8
  
  39  iii


HOSPITALITY PROPERTIES TRUST
AMENDED AND RESTATED BYLAWS  ARTICLE IOFFICES  Section 1.1.            Principal
Office.  The principal office of the
Trust shall be located at such place or places as the Board of Trustees may
designate.  Section 1.2.            Additional
Offices.  The Trust may have
additional offices at such places as the Board of Trustees may from time to
time determine or the business of the Trust may require.  ARTICLE IIMEETINGS OF SHAREHOLDERS  Section 2.1.            Place.  All meetings of shareholders shall be held at
the principal office of the Trust or at such other place as is designated by
the Trustees or the chairman of the board or president.  Section 2.2.            Annual
Meeting.  An annual meeting of the
shareholders for the election of Trustees and the transaction of any business
within the powers of the Trust shall be held at such times as the Trustees may
designate.  Failure to hold an annual
meeting does not invalidate the Trusts existence or affect any otherwise valid
acts of the Trust.  Section 2.3.            Special
Meetings.  Special meetings of
shareholders may be called only by a majority of the Trustees then in
office.  If there shall be no Trustees,
the officers of the Trust shall promptly call a special meeting of the
shareholders entitled to vote for the election of successor Trustees for the
purpose of electing Trustees.  Section 2.4.            Notice
of Regular or Special Meetings. 
Written notice specifying the place, day and hour of any regular or
special meeting, the purposes of the meeting, to the extent required by law to
be provided, and all other matters required by law shall be given to each
shareholder of record entitled to vote, either personally or by sending a copy
thereof by mail, postage prepaid, to his or her address appearing on the books
of the Trust or theretofore given by him or her to the Trust for the purpose of
notice or, if no address appears or has been given, addressed to the place
where the principal office of the Trust is situated, or by electronic
transmission, including facsimile transmission, to any address or number of
such shareholder at which the shareholder receives electronic transmissions.  If mailed, such notice shall be deemed to be
given once deposited in the U.S.  mail
addressed to the shareholder at his or her post office address as it appears on
the records of the Trust, with postage thereon prepaid.  It shall be the duty of the secretary to give
notice of each meeting of the shareholders.


Section 2.5.            Notice
of Adjourned Meetings.  It shall not
be necessary to give notice of the time and place of any adjourned meeting or
of the business to be transacted thereat other than by announcement at the
meeting at which such adjournment is taken.  Section 2.6.            Scope
of Meetings.  Except as otherwise
expressly set forth elsewhere in these Bylaws, no business shall be transacted
at an annual or special meeting of shareholders except as specifically
designated in the notice or otherwise properly brought before the shareholders
by or at the direction of the Board of Trustees.  Section 2.7.            Organization
of Shareholder Meetings.  Every
meeting of shareholders shall be conducted by an individual appointed by the
Board of Trustees to be chairperson of the meeting or, in the absence of such
appointment or the absence of the appointed individual, by the chairman of the
board or, in the case of a vacancy in the office or absence of the chairman of
the board, by one of the following officers present at the meeting in the
following order: the vice chairman of the board, if there be one, the
president, the vice presidents in their order of seniority or, in the absence
of such officers, a chairperson chosen by the shareholders by the vote of
holders of shares of beneficial interest representing a majority of the votes
cast on such appointment by shareholders present in person or represented by
proxy.  The secretary, an assistant
secretary or a person appointed by the Trustees or, in the absence of such
appointment, a person appointed by the chairperson of the meeting shall act as
secretary of the meeting and record the minutes of the meeting.  If the secretary presides as chairperson at a
meeting of the shareholders, then the secretary shall not also act as secretary
of the meeting and record the minutes of the meeting.  The order of business and all other matters
of procedure at any meeting of shareholders shall be determined by the
chairperson of the meeting.  The
chairperson of the meeting may prescribe such rules, regulations and procedures
and take such action as, in the discretion of such chairperson, are appropriate
for the proper conduct of the meeting, including, without limitation:
(a) restricting admission to the time set for the commencement of the
meeting; (b) limiting attendance at the meeting to shareholders of record
of the Trust, their duly authorized proxies or other such persons as the
chairperson of the meeting may determine; (c) limiting participation at
the meeting on any matter to shareholders of record of the Trust entitled to
vote on such matter, their duly authorized proxies or other such persons as the
chairperson of the meeting may determine; (d) limiting the time allotted to
questions or comments by participants; (e) maintaining order and security
at the meeting; (f) removing any shareholder or other person who refuses
to comply with meeting procedures, rules or guidelines as set forth by the
chairperson of the meeting; (g) concluding a meeting or recessing or
adjourning the meeting to a later date and time and at a place announced at the
meeting; and (h) complying with any state and local laws and regulations
concerning safety and security.  Without
limiting the generality of the powers of the chairperson of the meeting
pursuant to the foregoing provisions, the chairperson may adjourn any meeting
of shareholders for any reason deemed necessary by the chairperson, including,
without limitation, if (i) no quorum is present for the transaction of the
business, (ii) the Board of Trustees or the chairperson of the meeting
determines that adjournment is necessary or appropriate to enable the
shareholders to consider fully information that the Board of Trustees or the
chairperson of the meeting determines has not been made sufficiently or timely
available to shareholders or (iii) the Board of Trustees or the
chairperson of the meeting determines that adjournment is otherwise in the best
interests of the Trust.  Unless otherwise
determined by the chairperson of the meeting, meetings of shareholders shall
not be required to be held in accordance with the general rules of
parliamentary procedure or any otherwise established rules of order.  2


Section 2.8.            Quorum.  At any meeting of shareholders, the presence
in person or by proxy of shareholders entitled to cast a majority of all the
votes entitled to be cast at such meeting shall constitute a quorum; but this
section shall not affect any requirement under any statute or the Declaration
of Trust for the vote necessary for the adoption of any measure.  If, however, such quorum shall not be present
at any meeting of the shareholders, the chairperson of the meeting shall have
the power to adjourn the meeting from time to time without the Trust having to
set a new record date or provide any additional notice of such meeting, subject
to any obligation of the Trust to give notice pursuant to
Section 2.5.  At such adjourned
meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally notified.  The shareholders present, either in person or
by proxy, at a meeting of shareholders which has been duly called and convened
and at which a quorum was established may continue to transact business until
adjournment, notwithstanding the withdrawal of enough votes to leave less than
a quorum then being present at the meeting.  Section 2.9.            Voting.  At all elections of Trustees, voting by
shareholders shall be conducted under the non-cumulative method and, except as
otherwise required by the Declaration of Trust or applicable law, the election
of each Trustee shall be by the affirmative vote of the holders of shares
representing a majority of the total number of votes authorized to be cast by
shares then outstanding and entitled to vote thereon.   For all matters to be voted upon by
shareholders other than the election of Trustees, unless otherwise required by
applicable law, by the listing requirements of the principal exchange on which
the Trusts common shares are listed or by a specific provision of the
Declaration of Trust, the vote required for approval shall be the affirmative
vote of 75% of the votes entitled to be cast for each such matter unless such
matter has been previously approved by the Board of Trustees, in which case the
vote required for approval shall be a majority of the votes cast at a meeting
of shareholders duly called and at which a quorum is present.  Section 2.10.          Proxies.  A shareholder may cast the votes entitled to
be cast by him or her either in person or by proxy executed by the shareholder
or by his or her duly authorized agent in any manner permitted by law.  Such proxy shall be filed with such officer
of the Trust or third party agent as the Board of Trustees shall have
designated for such purpose for verification at or prior to such meeting.  Any proxy relating to the Trusts shares of
beneficial interest shall be valid until the expiration date therein or, if no
expiration is so indicated, for such period as is permitted pursuant to
Maryland law.  At a meeting of
shareholders, all questions concerning the qualification of voters, the
validity of proxies, and the acceptance or rejection of votes, shall be decided
by or on behalf of the chairperson of the meeting, subject to
Section 2.13.  Section 2.11.          Record
Date.  The Board of Trustees may fix
the date for determination of shareholders entitled to notice of and to vote at
a meeting of shareholders.  If no date is
fixed for the determination of the shareholders entitled to vote at any meeting
of shareholders, only persons in whose names shares entitled to vote are
recorded on the share records of the Trust at the opening of business on the
day of any meeting of shareholders shall be entitled to vote at such meeting.  Section 2.12.          Voting
of Shares by Certain Holders.  Shares
of the Trust registered in the name of a corporation, partnership, trust or
other entity, if entitled to be voted, may be voted by the president or a vice
president, a general partner or trustee thereof, as the case may be, or a  3


proxy
appointed by any of the foregoing individuals, unless some other person who has
been appointed to vote such shares pursuant to a bylaw or a resolution of the
governing body of such corporation or other entity or pursuant to an agreement
of the partners of the partnership presents a certified copy of such bylaw,
resolution or agreement, in which case such person may vote such shares.  Any trustee or other fiduciary may vote
shares registered in his or her name as such fiduciary, either in person or by
proxy.  Section 2.13.          Inspectors.  (a)        Before or at any meeting of
shareholders, the chairperson of the meeting may appoint one or more persons as
inspectors for such meeting.  Such
inspectors shall (i) ascertain and report the number of shares of
beneficial interest represented at the meeting, in person or by proxy, and the
validity and effect of proxies, (ii) receive and tabulate all votes,
ballots or consents, (iii) report such tabulation to the chairperson of
the meeting and (iv) perform such other acts as are proper to conduct the
election or voting at the meeting.  (b)        Each report of an inspector shall be in
writing and signed by him or her or by a majority of them if there is more than
one inspector acting at such meeting.  If
there is more than one inspector, the report of a majority shall be the report
of the inspectors.  The report of the
inspector or inspectors on the number of shares represented at the meeting and
the results of the voting shall be prima facie evidence
thereof.  Section 2.14.          Nominations
and Other Proposals to be Considered at Meetings of Shareholders.  Nominations of individuals for election to
the Board of Trustees and the proposal of other business to be considered by
the shareholders at meetings of shareholders may be properly brought before the
meeting only as set forth in this Section 2.14.  All judgments and determinations made by the
Board of Trustees or the chairperson of the meeting, as applicable, under this
Section 2.14 (including, without limitation, judgments and determinations
as to the propriety of a proposed nomination or a proposal of other business
for consideration by shareholders) shall be final and binding unless determined
by a court of competent jurisdiction to have been made in bad faith.  Section 2.14.1.       Annual Meetings of Shareholders.  (a)        Nominations of individuals for election
to the Board of Trustees and the proposal of other business to be considered by
the shareholders at an annual meeting of shareholders may be properly brought
before the meeting (i) pursuant to the Trusts notice of meeting or
otherwise properly brought before the meeting by or at the direction of the
Board of Trustees or (ii) by any shareholder of the Trust who (A) has continuously held at least $2,000 in market
value, or 1%, of the Trusts shares entitled to vote at the meeting on such
election or the proposal for other business, as the case may be, for at least
one year from the date such shareholder gives the notice provided for in this
Section 2.14.1 (or, if such notice is given prior to April 1, 2010,
continuously held Trust shares since April 1, 2009 and without regard to
the $2,000 market value, or 1%,  4


requirement),
and continuously holds such shares through and including the time of the annual
meeting (including any adjournment or postponement thereof), (B)is a shareholder of record at the time of giving
the notice provided for in this Section 2.14.1 through and including the
time of the annual meeting (including any adjournment or postponement thereof),
(BC) is entitled to make
nominations or propose other business and to vote at the meeting on such
election, or the proposal for other business, as the case may be and (CD) complies with the notice procedures set
forth in this Section 2.14 as to such nomination or other business.  Section 2.14.1(a)(ii) shall be the
exclusive means for a shareholder to make nominations or propose other business
before an annual meeting of shareholders, except to the extent of matters which
are required to be presented to shareholders by applicable law which have been
properly presented in accordance with the requirements of such law.For
purposes of determining compliance with the requirement in subclause
(A) of Section 2.14.1(a)(ii), the market value of the Trusts shares
held by the applicable shareholder shall be determined by multiplying the
number of shares such shareholder continuously held for that one-year period by
the highest selling price of the Trust shares as reported on the principal
National Securities Exchange (for purposes of this Section 2.14, as
defined in Section 8.1) on which the Trusts shares are listed for trading
during the 60 calendar days before the date such notice was submitted.  (b)        For nominations for election to the
Board of Trustees or other business to be properly brought before an annual
meeting by a shareholder pursuant to Section 2.14.1(a)(ii), the
shareholder shall have given timely notice thereof in writing to the secretary
of the Trust in accordance with this Section 2.14 and such other business
shall otherwise be a proper matter for action by shareholders.  To be timely, a shareholders notice shall
set forth all information required under this Section 2.14 and shall be
delivered to the secretary at the principal executive offices of the Trust not
later than 5:00 p.m. (Eastern Time) on the 120th day nor earlier than the
150th day prior to the first anniversary of the date of the proxy statement for
the preceding years annual meeting; provided, however, that in the event that
the date of the proxy statement for the annual meeting is more than 30 days
earlier than the first anniversary of the date of the proxy statement for the
preceding years annual meeting, notice by the shareholder to be timely shall
be so delivered not later than 5:00 p.m. (Eastern Time) on the 10th day
following the earlier of the day on which (i) notice of the annual meeting
is mailed or otherwise made available or (ii) public announcement of the
date of such meeting is first made by the Trust.  Notwithstanding the foregoing sentence, with
respect to the annual meeting to be held in calendar year 2009, to be timely, a
shareholders notice shall be delivered to the secretary at the principal
executive offices of the Trust not later than 5:00 p.m. (Eastern Time) on
December 31, 2008 nor earlier than December 1, 2008.  Neither the postponement or adjournment of an
annual meeting, nor the public announcement of such postponement or
adjournment, shall commence a new time period for the giving of a shareholders
notice as described above.  No
shareholder may give a notice to the secretary described in this Section 2.14.1(b) unless
such shareholder holds a certificate for all shares of beneficial interest of
the Trust owned by such shareholderduring all
times described in Section 2.14.1(a), and a copy of each such
certificate held by such shareholder at the time
of giving such noticeshall accompany such shareholders notice to the
secretary in order for such notice to be effective.  5


A shareholders notice shall set forth:  (A)as to each individual whom the shareholder proposes
to nominate for election or reelection as a Trustee (a Proposed Nominee) and
any Proposed Nominee Associated Person (as defined in Section 2.14.1(d)),
(1) the name, age, business address and residence address of such Proposed
Nominee and the name and address of such Proposed Nominee Associated Person,
(2) a statement of whether such Proposed Nominee is proposed for
nomination as an Independent Trustee (as defined in Section 3.2) or a
Managing Trustee (as defined in Section 3.2) and a description of such
Proposed Nominees qualifications to be an Independent Trustee or Managing
Trustee, as the case may be, and such Proposed Nominees qualifications to be a
Trustee pursuant to the criteria set forth in Section 3.1, (3) the
class, series and number of any shares of beneficial interest of the Trust that
are, directly or indirectly, beneficially owned or owned of record by such
Proposed Nominee or by such Proposed Nominee Associated Person, (4) the
date such shares were acquired and the investment intent of such acquisition,
(5) a description of all purchases and sales of securities of the Trust by
such Proposed Nominee or by such Proposed Nominee Associated Person during the
previous 24 month period, including the date of the transactions, the class,
series and number of securities involved in the transactions and the
consideration involved, (6) a description of all Derivative Transactions
(as defined in Section 2.14.1(d)) by such Proposed Nominee or by such
Proposed Nominee Associated Person during the previous 24 month period,
including the date of the transactions and the class, series and number of
securities involved in, and the material economic terms of, the transactions,
such description to include, without limitation, all information that such
Proposed Nominee or Proposed Nominee Associated Person would be required to
report on an Insider Report (as defined in Section 2.14.1(d)) if such
Proposed Nominee or Proposed Nominee Associated Person were a Trustee of the
Trust or the beneficial owner of more than 10% of the shares of the Trust at
the time of the transactions, (7) any performance related fees (other than
an asset based fee) that such Proposed Nominee or such Proposed Nominee
Associated Person is entitled to based on any increase or decrease in the value
of shares of the Trust or instrument or arrangement of the type contemplated
within the definition of Derivative Transaction, if any, as of the date of such  6


notice,
including, without limitation, any such interests held by members of such
Proposed Nominees or such Proposed Nominee Associated Persons immediate
family sharing the same household with such Proposed Nominee or such Proposed
Nominee Associated Person, (8) any proportionate interest in shares of the
Trust or instrument or arrangement of the type contemplated within the
definition of Derivative Transaction held, directly or indirectly, by a general
or limited partnership in which such Proposed Nominee or such Proposed Nominee
Associated Person is a general partner or, directly or indirectly, beneficially
owns an interest in a general partner, (9) a description of all direct and
indirect compensation and other material monetary agreements, arrangements and
understandings during the past three years, and any other material
relationships, between or among such shareholder, Proposed Nominee Associated
Person, or their respective affiliates and associates, or others acting in
concert therewith, on the one hand, and each Proposed Nominee, or his or her
respective affiliates and associates, or others acting in concert therewith, on
the other hand, including, without limitation, all information that would be
required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by
the U.S. Securities and Exchange Commission (the S.E.C.) (and any successor
regulation), if the shareholder making the nomination and any Proposed Nominee
Associated Person on whose behalf the nomination is made, or any affiliate or
associate thereof or person acting in concert therewith, were the registrant
for purposes of such rule and the Proposed Nominee were a director or
executive officer of such registrant, (10) any rights to dividends on the
shares of the Trust owned beneficially by such Proposed Nominee or such
Proposed Nominee Associated Person that are separated or separable from the
underlying shares of the Trust, (11) to the extent known by such Proposed Nominee
or such Proposed Nominee Associated Person, the name and address of any other
person who owns, of record or beneficially, any shares of beneficial interest
of the Trust and who supports the Proposed Nominee for election or reelection
as a Trustee, (12) all other information relating to such Proposed Nominee or
such Proposed Nominee Associated Person that is required to be disclosed in
solicitations of proxies for election of Trustees in an election contest (even
if an election contest is not involved), or is otherwise required, in each
case, pursuant to Section 14 (or any successor provision) of the
Securities Exchange Act of  7


1934, as
amended (the Exchange Act), and the rules and regulations promulgated
thereunder and (13) such Proposed Nominees notarized written consent to being
named in the shareholders proxy statement as a nominee and to serving as a
Trustee if elected;  (B)as to any other business that the shareholder
proposes to bring before the meeting, (1) a description of such business,
(2) the reasons for proposing such business at the meeting and any
material interest in such business of such shareholder or any Shareholder
Associated Person (as defined in Section 2.14.1(d)), including any
anticipated benefit to such shareholder or any Shareholder Associated Person
therefrom, (3) a description of all agreements, arrangements and
understandings between such shareholder and Shareholder Associated Person
amongst themselves or with any other person or persons (including their names)
in connection with the proposal of such business by such shareholder and
(4) a representation that such shareholder intends to appear in person or
by proxy at the meeting to bring the business before the meeting;  (C)as to the shareholder giving the notice and any
Shareholder Associated Person, (1) the class, series and number of all
shares of the Trust that are owned of record by such shareholder or by such
Shareholder Associated Person, if any, (2) the class, series and number
of, and the nominee holder for, any shares of beneficial interests of the Trust
that are owned, directly or indirectly, beneficially but not of record by such
shareholder or by such Shareholder Associated Person, if any, (3) with
respect to the foregoing clauses (1) and (2), the date such shares were
acquired and the investment intent of such acquisition and (4) all
information relating to such shareholder and Shareholder Associated Person that
is required to be disclosed in connection with the solicitation of proxies for
election of Trustees in an election contest (even if an election contest is not
involved), or is otherwise required, in each case, pursuant to Section 14
(or any successor provision) of the Exchange Act and the rules and regulations
promulgated thereunder;  (D)as to the shareholder giving the notice and any
Shareholder Associated Person, (1) the name and address of such  8


shareholder,
as they appear on the Trusts share ledger and the current name and address, if
different, of such shareholder and Shareholder Associated Person and
(2) the investment strategy or objective, if any, of such shareholder or
Shareholder Associated Person and a copy of the prospectus, offering memorandum
or similar document, if any, provided to investors or potential investors in
such shareholder or Shareholder Associated Person;  (E)as to the shareholder giving the notice and any
Shareholder Associated Person, (1) a description of all purchases and sales
of securities of the Trust by such shareholder or Shareholder Associated Person
during the previous 24 month period, including the date of the transactions,
the class, series and number of securities involved in the transactions and the
consideration involved, (2) a description of all Derivative Transactions
by such shareholder or Shareholder Associated Person during the previous 24
month period, including the date of the transactions and the class, series and
number of securities involved in, and the material economic terms of, the
transactions, such description to include, without limitation, all information
that such shareholder or Shareholder Associated Person would be required to
report on an Insider Report if such shareholder or Shareholder Associated
Person were a Trustee of the Trust or the beneficial owner of more than 10% of
the shares of the Trust at the time of the transactions, (3) any
performance related fees (other than an asset based fee) that such shareholder
or Shareholder Associated Person is entitled to based on any increase or
decrease in the value of shares of the Trust or instrument or arrangement of
the type contemplated within the definition of Derivative Transaction, if any,
as of the date of such notice, including, without limitation, any such
interests held by members of such shareholders or Shareholder Associated
Person s immediate family sharing the same household with such shareholder or
Shareholder Associated Person, (4) any proportionate interest in shares of
the Trust or instrument or arrangement of the type contemplated within the
definition of Derivative Transaction held, directly or indirectly, by a general
or limited partnership in which such shareholder or Shareholder Associated
Person is a general partner or, directly or indirectly, beneficially owns an
interest in a general partner and (5) any rights to dividends on the
shares of the Trust owned beneficially by such shareholder or Shareholder
Associated Person that are  9


separated
or separable from the underlying shares of the Trust;  (F)to the extent known by the shareholder giving the
notice, the name and address of any other person who owns, beneficially or of
record, any shares of beneficial interest of the Trust and who supports the
nominee for election or reelection as a Trustee or the proposal of other
business; and  (G)if more than one class or series of beneficial
interest in the Trust is outstanding, the class and series of beneficial
interest of the Trust entitled to vote for such Proposed Nominee and/or
shareholders proposal, as applicable.  (c)        Notwithstanding anything in the second
sentence of Section 2.14.1(b) to the contrary, in the event that the
number of Trustees to be elected to the Board of Trustees is increased and
there is no public announcement of such action at least 130 days prior to the
first anniversary of the date of the proxy statement for the preceding years
annual meeting, a shareholders notice required by this Section 2.14.1 also
shall be considered timely, but only with respect to nominees for any new
positions created by such increase, if the notice is delivered to the secretary
at the principal executive offices of the Trust not later than 5:00 p.m.
(Eastern Time) on the 10th day immediately following the day on which such
public announcement is first made by the Trust.  (d)        For purposes of this Section 2.14,
(i) Shareholder Associated Person of any shareholder shall mean
(A) any person acting in concert with, such shareholder, (B) any
direct or indirect beneficial owner of shares of beneficial interest of the
Trust owned of record or beneficially by such shareholder and (C) any
person controlling, controlled by or under common control with such shareholder
or a Shareholder Associated Person; (ii) Proposed Nominee Associated
Person of any Proposed Nominee shall mean (A) any person acting in
concert with such Proposed Nominee, (B) any direct or indirect beneficial
owner of shares of beneficial interest of the Trust owned of record or
beneficially by such Proposed Nominee and (C) any person controlling,
controlled by or under common control with such Proposed Nominee or a Proposed
Nominee Associated Person; (iii) Derivative Transaction by a person
shall mean any (A) transaction in, or arrangement, agreement or
understanding with respect to, any option, warrant, convertible security, stock
appreciation right or similar right with an exercise, conversion or exchange
privilege, or settlement payment or mechanism related to, any security of the
Trust, or similar instrument with a value derived in whole or in part from the
value of a security of the Trust, in any such case whether or not it is subject
to settlement in a security of the Trust or otherwise or (B) any
transaction, arrangement, agreement or understanding which included or includes
an opportunity for such person, directly or indirectly, to profit or share in
any profit derived from any increase or decrease in the value of any security
of the Trust, to mitigate any loss or manage any risk associated with any
increase or decrease in the value of any security of the Trust or to increase
or decrease the number of securities of the  10


Trust
which such person was, is or will be entitled to vote, in any such case whether
or not it is subject to settlement in a security of the Trust or otherwise; and
(iv) Insider Report shall mean a statement required to be filed pursuant
to Section 16 of the Exchange Act (or any successor provisions) by a
person who is a Trustee of the Trust or who is directly or indirectly the
beneficial owner of more than 10% of the shares of the Trust.  Section 2.14.2.       Shareholder Nominations or Other Proposals Causing Covenant
Breaches or Defaults.  At the same
time as the submission of any shareholder nomination or proposal of other
business to be considered at a shareholders meeting that, if approved and
implemented by the Trust, would cause the Trust or any subsidiary (as defined
in Section 2.14.5(c)) of the Trust 
to be in breach of any covenant of the Trust or any subsidiary of the
Trust or otherwise cause a default (in any case, with or without notice or
lapse of time) in any existing debt instrument or agreement of the Trust or any
subsidiary of the Trust or other material contract or agreement of the Trust or
any subsidiary of the Trust, the proponent shareholder or shareholders shall
submit to the secretary at the principal executive offices of the Trust
(a) evidence satisfactory to the Board of Trustees of the lenders or
contracting partys willingness to waive the breach of covenant or default or
(b) a detailed plan for repayment of the indebtedness to the lender or
curing the contractual breach or default and satisfying any resulting damage
claim, specifically identifying the actions to be taken or the source of funds,
which plan must be satisfactory to the Board of Trustees in its discretion, and
evidence of the availability to the Trust of substitute credit or contractual
arrangements similar to the credit or contractual arrangements which are
implicated by the shareholder nomination or other proposal that are at least as
favorable to the Trust, as determined by the Board of Trustees in its
discretion.  As an example and not as a
limitation, at the time these Bylaws are being amended and restated, the Trust
is party to a bank credit facility that contains covenants which prohibit
certain changes in the management and policies of the Trust without the
approval of the lenders; accordingly, a shareholder nomination or proposal
which implicates these covenants shall be accompanied by a waiver of these
covenants duly executed by the banks or by evidence satisfactory to the Board
of Trustees of the availability of funding to the Trust to repay outstanding
indebtedness under this credit facility and of the availability of a new credit
facility on terms as favorable to the Trust as the existing credit facility.  Section 2.14.3.       Shareholder Nominations or Other Proposals Requiring
Governmental Action.  If
(a) submission of any shareholder nomination or proposal of other business
to be considered at a shareholders meeting that could not be considered or, if
approved, implemented by the Trust without the Trust, any subsidiary of the
Trust, the proponent shareholder, any Proposed Nominee of such shareholder, any
Proposed Nominee Associated Person of such Proposed Nominee, any Shareholder
Associated Person of such shareholder, the holder of proxies or their
respective affiliates or associates filing with or otherwise notifying or
obtaining the consent, approval or other action of any federal, state,
municipal or other governmental or regulatory body (a Governmental Action) or
(b) such shareholders ownership of shares of the Trust or any
solicitation of proxies or votes or holding or exercising proxies by such
shareholder, any Proposed Nominee of such shareholder, any Proposed Nominee
Associated Person of such Proposed Nominee, any Shareholder Associated Person
of such shareholder, or their respective affiliates or associates would require
Governmental Action, then, at the same time as the submission of any
shareholder nomination or proposal of other business to be considered at a
shareholders meeting, the proponent shareholder or shareholders shall submit to
the secretary at the principal executive offices of the Trust (x) evidence
satisfactory to the Board of Trustees that  11


any
and all Governmental Action has been given or obtained, including, without
limitation, such evidence as the Board of Trustees may require so that any
nominee may be determined to satisfy any suitability or other requirements or
(y) if such evidence was not obtainable from a governmental or regulatory
body by such time despite the shareholders diligent and best efforts, a
detailed plan for making or obtaining the Governmental Action prior to the
election of any such Proposed Nominee or the implementation of such proposal,
which plan must be satisfactory to the Board of Trustees in its discretion.  As an example and not as a limitation, at the
time these Bylaws are being amended and restated, the Trust holds a controlling
ownership position in a company being formed and licensed as an insurance
company in the State of Indiana.  The
laws of the State of Indiana have certain regulatory requirements for any
person who seeks to control (as defined under Indiana law) a company which
itself controls an insurance company domiciled in the State of Indiana,
including by exercising proxies representing 10% or more of its voting
securities.  Accordingly, a shareholder
who seeks to exercise proxies for a nomination or a proposal affecting the
governance of the Trust shall obtain any applicable approvals from the Indiana
insurance regulatory authorities prior to exercising such proxies.  Similarly, as a further example and not as a
limitation, at the time these Bylaws are being amended and restated, the Trust
has a controlling ownership interest in gaming businesses located in Louisiana.  Applicable Louisiana law requires that a
Trustee be approved by the Louisiana Gaming Control Board.  Such approval process requires that any
Proposed Nominee submit detailed personal history and financial disclosures.  Accordingly, a shareholder nomination shall
be accompanied by evidence that the Proposed Nominee has been approved by the
Louisiana Gaming Control Board to be a Trustee, or if the Louisiana Gaming
Control Board have notapproved
such an application, then the shareholder nomination shall be accompanied by a
copy of completed personal history and financial disclosure forms of the
Proposed Nominee as submitted or to be submitted to the Louisiana Gaming
Control Board so that the Board of Trustees may determine the likelihood that
the Proposed Nominee will receive such approval.  Section 2.14.4.       Special Meetings of Shareholders.  As set forth in Section 2.6, only
business brought before the meeting pursuant to the Trusts notice of meeting
shall be conducted at a special meeting of shareholders.  Nominations of individuals for election to
the Board of Trustees only may be made at a special meeting of shareholders at
which Trustees are to be elected: (a) pursuant to the Trusts notice of
meeting; (b) otherwise properly brought before the meeting by or at the
direction of the Board of Trustees; or (c) provided that the Board of
Trustees has determined that Trustees shall be elected at such special meeting,
by any shareholder of the Trust who is a shareholder of record both at the time
of giving of notice provided for in this Section 2.14.4 through and
including the time of the special meeting, who is entitled to vote at the
meeting on such election and who has complied with the notice procedures and other requirementsset forth in this
Section 2.14.4.  In the event the
Trust calls a special meeting of shareholders for the purpose of electing one
or more Trustees to the Board of Trustees, any such shareholder may nominate an
individual or individuals (as the case may be) for election as a Trustee as
specified in the Trusts notice of meeting, if the shareholdersatisfies the holding period and certificate
requirements set forth in Section 2.14.1(a) and
Section 2.14.1(b), the shareholders notice contains or is accompanied bythe informationand documents required by Section 2.14
and the shareholder has given timely notice thereof in writing to the secretary
of the Trust at the principal executive offices of the Trust.  To be timely, a shareholders notice shall be
delivered to the secretary of the Trust at the principal executive offices of
the Trust not earlier than the 150th day prior to such special meeting and not
later than 5:00 p.m. (Eastern Time) on the later of (i) the 120th day
prior to such  12


special
meeting or (ii) the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Trustees to be elected at such meeting.  Neither the postponement or adjournment of a
special meeting, nor the public announcement of such postponement or
adjournment, shall commence a new time period for the giving of a shareholders
notice as described above.  Section 2.14.5.       General.  (a)        If information submitted
pursuant to this Section 2.14 by any shareholder proposing a nominee for
election as a Trustee or any proposal for other business at a meeting of
shareholders shall be deemed by the Board of Trustees incomplete or inaccurate,
any authorized officer or the Board of Trustees or any committee thereof may
treat such information as not having been provided in accordance with this
Section 2.14.  Any notice submitted
by a shareholder pursuant to this Section 2.14 that is deemed by the Board
of Trustees inaccurate, incomplete or otherwise fails to satisfy completely any
provision of this Section 2.14 shall be deemed defective and shall thereby
render all proposals and nominations set forth in such notice defective.  Upon written request by the secretary of the
Trust or the Board of Trustees or any committee thereof (which may be made from
time to time), any shareholder proposing a nominee for election as a Trustee or
any proposal for other business at a meeting of shareholders shall provide,
within three business days after such request (or such other period as may be
specified in such request), (i) written verification, satisfactory to the
secretary or any other authorized officer or the Board of Trustees or any
committee thereof, in his, her or its discretion, to demonstrate the accuracy
of any information submitted by the shareholder pursuant to this
Section 2.14, (ii) written responses to information reasonably
requested by the secretary, the Board of Trustees or any committee thereof and
(iii) a written update, to a current date, of any information submitted by
the shareholder pursuant to this Section 2.14 as of an earlier date.  If a shareholder fails to provide such
written verification, information or update within such period, the secretary
or any other authorized officer or the Board of Trustees may treat the information
which was previously provided and to which the verification, request or update
relates as not having been provided in accordance with this Section 2.14;
provided, however, that no such written verification, response or update shall
cure any incompleteness, inaccuracy or failure in any notice provided by a
shareholder pursuant to this Section 2.14. 
It is the responsibility of a shareholder who wishes to make a
nomination or other proposal to comply with the requirements of
Section 2.14; nothing in this Section 2.14.5(a) or otherwise
shall create any duty of the Trust, the Board of Trustees or any committee
thereof nor any officer of the Trust to inform a shareholder that the
information submitted pursuant to this Section 2.14 by or on behalf of
such shareholder is incomplete or inaccurate or not otherwise in accordance
with this Section 2.14 nor require the Trust, the Board of Trustees, any
committee of the Board of Trustees or any officer of the Trust to request
clarification or updating of information provided by any shareholder, but the
Board of Trustees, a committee thereof or the secretary acting on behalf of the
Board of Trustees or a committee, may do so in its, his or her discretion.  (b)        Only such individuals who are nominated
in accordance with this Section 2.14 shall be eligible for election by
shareholders as Trustees and only such  13


business
shall be conducted at a meeting of shareholders as shall have been properly
brought before the meeting in accordance with this Section 2.14.  The chairperson of the meeting and the Board
of Trustees shall each have the power to determine whether a nomination or any
other business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with this Section 2.14 and, if any
proposed nomination or other business is determined not to be in compliance
with this Section 2.14, to declare that such defective nomination or
proposal be disregarded.  (c)        For purposes of this Section 2.14:
(i) public announcement shall mean disclosure in (A) a press
release reported by the Dow Jones News Service, Associated Press, Business
Wire, PR Newswire or any other widely circulated news or wire service or
(B) a document publicly filed by the Trust with the United States
Securities and Exchange CommissionS.E.C.
pursuant to the Exchange Act; and (ii) subsidiary shall include, with
respect to a person, any corporation, partnership, joint venture or other
entity of which such person (A) owns, directly or indirectly, 10% or more
of the outstanding voting securities or other interests or (B) has a
person designated by such person serving on, or a right, contractual or
otherwise, to designate a person, so to serve on, the board of directors (or
analogous governing body).  (d)        Notwithstanding the foregoing provisions
of this Section 2.14, a shareholder shall also comply with all applicable
legal requirements, including, without limitation, applicable requirements of
state law and the Exchange Act and the rules and regulations thereunder,
with respect to the matters set forth in this Section 2.14.  Nothing in this Section 2.14 shall be
deemed to require that a shareholder nomination of an individual for election
to the Board of Trustees or a shareholder proposal relating to other business
be included in the Trusts proxy statement, except as may be required by law.  (e)        The Board of Trustees may from time to
time require any individual nominated to serve as a Trustee to agree in writing
with regard to matters of business ethics and confidentiality while such
nominee serves as a Trustee, such agreement to be on the terms and in a form
(the Agreement) determined satisfactory by the Board of Trustees, as amended
and supplemented from time to time in the discretion of the Board of
Trustees.  The terms of the Agreement may
be substantially similar to the Code of Business Conduct and Ethics of the
Trust or any similar code promulgated by the Trust (the Code of Business
Conduct) or may differ from or supplement the Code of Business Conduct.  (f)         Determinations required or permitted to
be made under this Section 2.14 by the Board of Trustees may be delegated
by the Board of Trustees to a committee of the Board of Trustees, subject to
applicable law.  Section 2.15.          No
Shareholder Actions by Written Consent. 
Shareholders shall not be authorized or permitted to take any action
required or permitted to be taken at a meeting of shareholders by written
consent, and may take such action only at shareholders meeting of the Trust.  Section 2.16.          Voting
by Ballot.  Voting on any question or
in any election may be voice vote unless the chairperson of the meeting or any
shareholder shall demand that voting be by ballot.  14


Section 2.17.          Proposals
of Business Which Are Not Proper Matters For Action By Shareholders.  Notwithstanding anything in these Bylaws to
the contrary, subject to applicable law, any shareholder proposal for business
the subject matter or effect of which would be within the exclusive purview of
the Board of Trustees or would reasonably likely, if considered by the
shareholders or approved or implemented by the Trust, result in an impairment
of the limited liability status for the Trusts shareholders, shall be deemed
not to be a matter upon which the shareholders are entitled to vote.  The Board of Trustees in its discretion shall
be entitled to determine whether a shareholder proposal for business is not a
matter upon which the shareholders are entitled to vote pursuant to this
Section 2.17, and its decision shall be final and binding unless
determined by a court of competent jurisdiction to have been made in bad faith.  ARTICLE IIITRUSTEES  Section 3.1.            General
Powers; Qualifications; Trustees Holding Over.  The business and affairs of the Trust shall
be managed under the direction of its Board of Trustees.  A Trustee shall be an individual at least 21
years of age who is not under legal disability. 
To qualify for nomination or election as a Trustee, an individual, at
the time of nomination and election, shall, without limitation, (a) have
substantial expertise or experience relevant to the business of the Trust and
its subsidiaries, (b) not have been convicted of a felony and
(c) meet the qualifications of an Independent Trustee or a Managing
Trustee, each as defined in Section 3.2, as the case may be, depending
upon the position for which such individual may be nominated and elected.  In case of failure to elect Trustees at an
annual meeting of the shareholders, the incumbent Trustees shall hold over and
continue to direct the management of the business and affairs of the Trust
until they may resign or until their successors are elected and qualify.  Section 3.2.            Independent
Trustees and Managing Trustees.  A
majority of the Trustees holding office shall at all times be Independent
Trustees; provided, however, that upon a failure to comply with this
requirement as a result of the creation of a temporary vacancy which shall be
filled by an Independent Trustee, whether as a result of enlargement of the
Board of Trustees or the resignation, removal or death of a Trustee who is an
Independent Trustee, such requirement shall not be applicable.  An Independent Trustee is one who is not an
employee of the Advisor (as defined in the Declaration of Trust), who is not
involved in the Trusts day-to-day activities, who meets the qualifications of
an independent trustee under the Declaration of Trust and who meets the
qualifications of an independent director (not including the specific
independence requirements applicable only to members of the Audit Committee of
the Board of Trustees) under the applicable rules of each stock exchange
upon which shares of the Trust are listed for trading and the Securities and
Exchange CommissionS.E.C., as those
requirements may be amended from time to time. 
If the number of Trustees, at any time, is set at less than five, at
least one Trustee shall be a Managing Trustee. 
So long as the number of Trustees shall be five or greater, at least two
Trustees shall be Managing Trustees. 
Managing Trustees shall mean Trustees who are not Independent Trustees
and who have been employees of the Advisor or involved in the day-to-day
activities of the Trust for at least one year prior to their election.  If at any time the Board of Trustees shall
not be comprised of a majority of Independent Trustees, the Board of Trustees
shall take such actions as will cure such condition; provided that the fact
that the  15


Board
of Trustees does not have a majority of Independent Trustees or has not taken
such action at any time or from time to time shall not affect the validity of
any action taken by the Board of Trustees. 
If at any time the Board of Trustees shall not be comprised of a number
of Managing Trustees as is required under this Section 3.2, the Board of
Trustees shall take such actions as will cure such condition; provided that the
fact that the Board of Trustees does not have the requisite number of Managing
Trustees or has not taken such action at any time or from time to time shall
not affect the validity of any action taken by the Board of Trustees.  Section 3.3.            Number
and Tenure.  Pursuant to the Articles
Supplementary accepted for record by the State Department of Assessments and
Taxation (the SDAT) as of May 16, 2000, the number of Trustees
constituting the entire Board of Trustees may be increased or decreased from
time to time only by a vote of the Trustees; provided however that the tenure
of office of a Trustee shall not be affected by any decrease in the number of
Trustees.  The number of Trustees shall
be five until increased or decreased by the Board of Trustees.  Section 3.4.            Annual
and Regular Meetings.  An annual
meeting of the Trustees shall be held immediately after the annual meeting of
shareholders, no notice other than this Bylaw being necessary.  The time and place of the annual meeting of
the Trustees may be changed by the Board of Trustees.  The Trustees may provide, by resolution, the
time and place, either within or without the State of Maryland, for the holding
of regular meetings of the Trustees without other notice than such
resolution.  In the event any such
regular meeting is not so provided for, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Trustees.  Section 3.5.            Special
Meetings.  Special meetings of the
Trustees may be called at any time by any Managing Trustee, the president or
pursuant to the request of any two Trustees then in office.  The person or persons authorized to call
special meetings of the Trustees may fix any place, either within or without
the State of Maryland, as the place for holding any special meeting of the
Trustees called by them.  Section 3.6.            Notice.  Notice of any special meeting shall be given
by written notice delivered personally or by electronic mail, telephoned,
facsimile transmitted, overnight couriered (with proof of delivery) or mailed
to each Trustee at his or her business or residence address.  Personally delivered, telephoned, facsimile
transmitted or electronically mailed notices shall be given at least 24 hours
prior to the meeting.  Notice by mail
shall be deposited in the U.S.  mail at
least 72 hours prior to the meeting.  If
mailed, such notice shall be deemed to be given when deposited in the U.S.  mail properly addressed, with postage thereon
prepaid.  Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Trust by the Trustee. 
Telephone notice shall be deemed given when the Trustee is personally
given such notice in a telephone call to which he is a party.  Facsimile transmission notice shall be deemed
given upon completion of the transmission of the message to the number given to
the Trust by the Trustee and receipt of a completed answer back indicating
receipt.  If sent by overnight courier,
such notice shall be deemed given when delivered to the courier.  Neither the business to be transacted at, nor
the purpose of, any annual, regular or special meeting of the Trustees need be
stated in the notice, unless specifically required by statute or these Bylaws.  16


Section 3.7.            Quorum.  A majority of the Trustees shall constitute a
quorum for transaction of business at any meeting of the Trustees, provided
that, if less than a majority of such Trustees are present at a meeting, a
majority of the Trustees present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant to the
Declaration of Trust or these Bylaws, the vote of a majority of a particular
group of Trustees is required for action, a quorum for that action shall also
include a majority of such group.  The
Trustees present at a meeting of the Board of Trustees which has been duly
called and convened and at which a quorum was established may continue to
transact business until adjournment, notwithstanding the withdrawal of a number
of Trustees resulting in less than a quorum then being present at the meeting.  Section 3.8.            Voting.  The action of the majority of the Trustees
present at a meeting at which a quorum is or was present shall be the action of
the Trustees, unless the concurrence of a greater proportion is required for
such action by specific provision of an applicable statute, the Declaration of
Trust or these Bylaws.  If enough
Trustees have withdrawn from a meeting to leave fewer than are required to
establish a quorum, but the meeting is not adjourned, the action of the
majority of that number of Trustees necessary to constitute a quorum at such
meeting shall be the action of the Board of Trustees, unless the concurrence of
a greater proportion is required for such action by applicable law, the
Declaration of Trust or these Bylaws.  Section 3.9.            Telephone
Meetings.  Trustees may participate
in a meeting by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other at
the same time.  Participation in a
meeting by these means shall constitute presence in person at the meeting.  Such meeting shall be deemed to have been
held at a place designated by the Trustees at the meeting.  Section 3.10.          Action
by Written Consent of Trustees. 
Unless specifically otherwise provided in the Declaration of Trust, any
action required or permitted to be taken at any meeting of the Trustees may be
taken without a meeting, if a majority of the Trustees shall individually or
collectively consent in writing to such action. 
Such written consent or consents shall be filed with the records of the
Trust and shall have the same force and effect as the affirmative vote of such
Trustees at a duly held meeting of the Trustees at which a quorum was present.  Section 3.11.          Waiver
of Notice.  The actions taken at any
meeting of the Trustees, however called and noticed or wherever held, shall be
as valid as though taken at a meeting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each of the
Trustees not present waives notice, consents to the holding of such meeting or
approves the minutes thereof.  Section 3.12.          Vacancies.  Pursuant to the Articles Supplementary
accepted for record by the SDAT as of May 16, 2000, if for any reason any
or all the Trustees cease to be Trustees, such event shall not terminate the
Trust or affect these Bylaws or the powers of the remaining Trustees hereunder
(even if fewer than three Trustees remain). 
Any vacancy on the Board of Trustees may be filled only by a majority of
the remaining Trustees, even if the remaining Trustees do not constitute a
quorum.  Any Trustee elected to fill a
vacancy, whether occurring due to an increase in size of the Board of Trustees
or by the death, resignation or removal of any  17


Trustee,
shall hold office for the remainder of the full term of the class of Trustees
in which the vacancy occurred or was created and until a successor is elected
and qualifies.  Section 3.13.                Compensation.  The Trustees shall be entitled to receive
such reasonable compensation for their services as Trustees as the Trustees may
determine from time to time.  Trustees
may be reimbursed for expenses of attendance, if any, at each annual, regular
or special meeting of the Trustees or of any committee thereof; and for their
expenses, if any, in connection with each property visit and any other service
or activity performed or engaged in as Trustees.  The Trustees shall be entitled to receive
remuneration for services rendered to the Trust in any other capacity, and such
services may include, without limitation, services as an officer of the Trust,
services as an employee of the Advisor, legal, accounting or other professional
services, or services as a broker, transfer agent or underwriter, whether
performed by a Trustee or any person affiliated with a Trustee.  Section 3.14.          Removal
of Trustees.  A Trustee may be
removed at any time with or without cause by the affirmative vote either of all
the remaining Trustees or of the holders of shares representing two-thirds of
the total votes authorized to be cast by shares then outstanding and entitled
to vote thereon, voting as a single class, at a meeting of shareholders
properly called for that purpose.  Section 3.15.          Surety
Bonds.  Unless specifically required
by law, no Trustee shall be obligated to give any bond or surety or other
security for the performance of any of his or her duties.  Section 3.16.          Reliance.  Each Trustee, officer, employee and agent of
the Trust shall, in the performance of his or her duties with respect to the
Trust, be entitled to rely on any information, opinion, report or statement,
including any financial statement or other financial data, prepared or
presented by an officer or employee of the Trust or by the Advisor,
accountants, appraisers or other experts or consultants selected by the Board
of Trustees or officers of the Trust, regardless of whether such counsel or
expert may also be a Trustee.  Section 3.17.          Interested
Trustee Transactions. 
Section 2-419 of the Maryland General Corporation Law shall be
available for and apply to any contract or other transaction between the Trust
and any of its Trustees or between the Trust and any other trust, corporation,
firm or other entity in which any of its Trustees is a trustee or director or
has a material financial interest.  Section 3.18.          Qualifying
Shares Not Required.  Trustees need
not be shareholders of the Trust.  Section 3.19.          Certain
Rights of Trustees, Officers, Employees and Agents.  A Trustee shall have no responsibility to
devote his or her full time to the affairs of the Trust.  Any Trustee or officer, employee or agent of
the Trust, in his or her personal capacity or in a capacity as an affiliate,
employee or agent of any other person, or otherwise, may have business
interests and engage in business activities similar or in addition to those of
or relating to the Trust.  Section 3.20.          Emergency
Provisions.  Notwithstanding any
other provision in the Declaration of Trust or these Bylaws, this
Section 3.20 shall apply during the existence of any  18


catastrophe,
or other similar emergency condition, as a result of which a quorum of the
Board of Trustees under ARTICLE III cannot readily be obtained (an
Emergency).  During any Emergency,
unless otherwise provided by the Board of Trustees, (a) a meeting of the
Board of Trustees may be called by any Managing Trustee or officer of the Trust
by any means feasible under the circumstances and (b) notice of any
meeting of the Board of Trustees during such an Emergency may be given less
than 24 hours prior to the meeting to as many Trustees and by such means as it
may be feasible at the time, including publication, television or radio.  ARTICLE IVCOMMITTEES  Section 4.1.            Number;
Tenure and Qualifications.  The Board
of Trustees shall appoint an Audit Committee, a Compensation Committee and a
Nominating and Governance Committee. 
Each of these committees shall be composed of three or more Trustees, to
serve at the pleasure of the Board of Trustees. 
The Board of Trustees may also appoint other committees from time to
time composed of one or more members, at least one of which shall be a Trustee,
to serve at the pleasure of the Board of Trustees.  The Board of Trustees shall adopt a charter
with respect to the Audit Committee, the Compensation Committee and the
Nominating and Governance Committee, which charter shall specify the purposes,
the criteria for membership and the responsibility and duties and may specify
other matters with respect to each committee. 
The Board of Trustees may also adopt a charter with respect to other
committees.  Section 4.2.            Powers.  The Trustees may delegate any of the powers
of the Trustees to committees appointed under Section 4.1 and composed
solely of Trustees, except as prohibited by law.  In the event that a charter has been adopted
with respect to a committee composed solely of Trustees, the charter shall
constitute a delegation by the Trustees of the powers of the Board of Trustees
necessary to carry out the purposes, responsibilities and duties of a committee
provided in the charter or reasonably related to those purposes, responsibilities
and duties, to the extent permitted by law.  Section 4.3.            Meetings.  Notice of committee meetings shall be given
in the same manner as notice for special meetings of the Board of
Trustees.  One-third, but not less than
one, of the members of any committee shall be present in person at any meeting
of a committee in order to constitute a quorum for the transaction of business
at a meeting, and the act of a majority present at a meeting at the time of a
vote if a quorum is then present shall be the act of a committee.  The Board of Trustees or, if authorized by
the Board in a committee charter or otherwise, the committee members may
designate a chairman of any committee, and the chairman or, in the absence of a
chairman, a majority of any committee may fix the time and place of its
meetings unless the Board shall otherwise provide.  In the absence or disqualification of any
member of any committee, the members thereof present at any meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another Trustee to act at the meeting in the place of
absent or disqualified members.  Each committee shall keep minutes of its
proceedings and shall periodically report its activities to the full Board of
Trustees and, except as otherwise provided by law or under the rules  19


of
the Securities and Exchange CommissionS.E.C.
and applicable stock exchanges on which the Trusts shares are listed, any
action by any committee shall be subject to revision and alteration by the
Board of Trustees, provided that no rights of third persons shall be affected
by any such revision or alteration.  Section 4.4.            Telephone
Meetings.  Members of a committee may
participate in a meeting by means of a conference telephone or similar
communications equipment and participation in a meeting by these means shall
constitute presence in person at the meeting.  Section 4.5.            Action
by Written Consent of Committees. 
Any action required or permitted to be taken at any meeting of a
committee of the Trustees may be taken without a meeting, if a consent in
writing to such action is signed by a majority of the committee and such
written consent is filed with the minutes of proceedings of such committee.  Section 4.6.            Vacancies.  Subject to the provisions hereof, the Board
of Trustees shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.  ARTICLE VOFFICERS  Section 5.1.            General
Provisions.  The officers of the
Trust shall include a president, a secretary and a treasurer and may include a
chairman of the board, a vice chairman of the board, a chief executive officer,
a chief operating officer, a chief financial officer, one or more vice
presidents, one or more assistant secretaries and one or more assistant
treasurers.  In addition, the Trustees
may from time to time appoint such other officers with such powers and duties
as they shall deem necessary or desirable. 
The officers of the Trust shall be elected annually by the Trustees at
the first meeting of the Trustees held after each annual meeting of
shareholders.  If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient.  Each
officer shall hold office until his or her successor is elected and qualifies
or until his or her death, resignation or removal in the manner hereinafter provided.  Any two or more offices, except president and
vice president, may be held by the same person. 
In their discretion, the Trustees may leave unfilled any office except
that of president and secretary. 
Election of an officer or agent shall not of itself create contract
rights between the Trust and such officer or agent.  Section 5.2.            Removal
and Resignation.  Any officer or
agent of the Trust may be removed by the Trustees if in their judgment the best
interests of the Trust would be served thereby, but the removal shall be
without prejudice to the contract rights, if any, of the person so
removed.  Any officer of the Trust may
resign at any time by giving written notice of his or her resignation to the
Trustees, the chairman of the board, the president or the secretary.  Any resignation shall take effect at any time
specified therein or, if the time when it shall become effective is not
specified therein, immediately upon its receipt.  The acceptance of a resignation shall not be
necessary to  20


make
it effective unless otherwise stated in the resignation.  A resignation shall be without prejudice to
the contract rights, if any, of the Trust.  Section 5.3.            Vacancies.  A vacancy in any office may be filled by the
Trustees for the balance of the term.  Section 5.4.            Chief
Executive Officer.  The Trustees may
designate a chief executive officer from among the Trustees or elected
officers.  The chief executive officer
shall have responsibility for implementation of the policies of the Trust, as
determined by the Trustees, and for the administration of the business affairs
of the Trust.  In the absence of both the
chairman and vice chairman of the board, the chief executive officer shall
preside over the meetings of the Board of Trustees at which he shall be
present.  In the absence of a different
designation, the Managing Trustees, or any of them, shall function as the chief
executive officer of the Trust.  Section 5.5.            Chief
Operating Officer.  The Trustees may
designate a chief operating officer from among the elected officers.  Said officer will have the responsibilities
and duties as set forth by the Trustees or the chief executive officer.  Section 5.6.            Chief
Financial Officer.  The Trustees may
designate a chief financial officer from among the elected officers.  Said officer will have the responsibilities
and duties as set forth by the Trustees or the chief executive officer.  Section 5.7.            Chairman
and Vice Chairman of the Board.  The
chairman of the board, if any, and the vice chairman of the board, if any,
shall perform such duties as may be assigned to him, her or them by the
Trustees.  In the absence of a chairman
and vice chairman of the board or if none are appointed, the Managing Trustees,
or any of them, shall preside at meetings of the Board of Trustees.  Section 5.8.            President.  The president may execute any deed, mortgage,
bond, lease, contract or other instrument, except in cases where the execution
thereof shall be expressly delegated by the Trustees or by these Bylaws to some
other officer or agent of the Trust or shall be required by law to be otherwise
executed, and in general shall perform all duties incident to the office of
president and such other duties as may be prescribed by the chief executive
officer or the Trustees.  Section 5.9.            Vice
Presidents.  In the absence or
unavailability of the president, the vice president (or in the event there be
more than one vice president, any vice president) shall perform the duties of
the president and when so acting shall have all the powers of the president;
and shall perform such other duties as from time to time may be assigned to him
or her by the president, the chief executive officer or by the Trustees.  The Trustees may designate one or more vice
presidents as executive vice presidents, senior vice presidents or as vice
presidents for particular areas of responsibility.  Section 5.10.          Secretary.  The secretary (or his or her designee) shall
(a) keep the minutes of the proceedings of the shareholders, the Trustees
and committees of the Trustees in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law; (c) be custodian of the Trust records
and of the seal of the Trust, if any; (d) maintain a share register,
showing the ownership and transfers of  21


ownership
of all shares of the Trust, unless a transfer agent is employed to maintain and
does maintain such a share register; and (e) in general perform such other
duties as from time to time may be assigned to the secretary by the chief
executive officer or the Trustees.  Section 5.11.          Treasurer.  The treasurer shall have the custody of the
funds and securities of the Trust and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust and shall deposit
all moneys and other valuable effects in the name and to the credit of the
Trust in such depositories as may be authorized by the Trustees.  The treasurer shall also have such other
responsibilities as may be assigned to him or her by the chief executive
officer or the Trustees.  Section 5.12.          Assistant
Secretaries and Assistant Treasurers. 
The assistant secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the secretary or treasurer,
respectively, or by the chief executive officer or the Trustees.  ARTICLE VICONTRACTS, LOANS, CHECKS AND DEPOSITS  Section 6.1.            Contracts.  The Board of Trustees may authorize any
Trustee, officer or agent (including the Advisor or any officer of the Advisor)
to enter into any contract or to execute and deliver any instrument in the name
of and on behalf of the Trust and such authority may be general or confined to
specific instances.  Any agreement, deed,
mortgage, lease or other document executed by an authorized Trustee, officer or
agent shall be valid and binding upon the Trustees and upon the Trust when
authorized or ratified by action of the Trustees.  Section 6.2.            Checks
and Drafts.  All checks, drafts or
other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Trust shall be signed by such officer or agent of the
Trust in such manner as shall from time to time be determined by the treasurer,
the chief executive officer or the Trustees.  Section 6.3.            Deposits.  All funds of the Trust not otherwise employed
shall be deposited from time to time to the credit of the Trust in such banks,
trust companies or other depositories as the treasurer, the chief executive
officer or the Trustees may designate.  ARTICLE VIISHARES  Section 7.1.            Certificates.  Ownership of shares of any class of shares of
beneficial ownership of the Trust shall be evidenced by certificates, or at the
election of a shareholder in book entry form. 
Unless otherwise determined by the Board of Trustees, any such
certificates shall be signed by the chief executive officer, the president or a
vice president and countersigned by the secretary or an assistant secretary or
the treasurer or an assistant treasurer and may be sealed with the seal, if
any, of the Trust.  The signatures may be
either manual or facsimile.  Certificates
shall be consecutively numbered and if the Trust shall from time to time issue
several  22


classes
of shares, each class may have its own number series.  A certificate is valid and may be issued
whether or not an officer who signed it is still an officer when it is issued.  Section 7.2.            Transfers.  (a)        Shares of the Trust shall be
transferable in the manner provided by applicable law, the Declaration of Trust
and these Bylaws.  Certificates shall be
treated as negotiable and title thereto and to the shares they represent shall
be transferred, as described in Sections 5.2 and 5.6 of the Declaration of
Trust.  (b)        The Trust shall be entitled to treat the
holder of record of any share or shares as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
in these Bylaws or by the laws of the State of Maryland.  Section 7.3.            Lost
Certificates.  For shares evidenced
by certificates, any officer designated by the Trustees may direct a new
certificate to be issued in place of any certificate previously issued by the
Trust alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost,
stolen or destroyed.  When authorizing
the issuance of a new certificate, an officer designated by the Trustees may,
in such officers discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or the
owners legal representative to advertise the same in such manner as he shall
require and/or to give bond, with sufficient surety, to the Trust to indemnify
it against any loss or claim which may arise as a result of the issuance of a
new certificate.  Section 7.4.            Closing
of Transfer Books or Fixing of Record Date.  (a)        The Trustees may set, in advance, a
record date for the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or determining shareholders entitled
to receive payment of any dividend or the allotment of any other rights, or in
order to make a determination of shareholders for any other proper purpose.  (b)        In lieu of fixing a record date, the
Trustees may provide that the share transfer books shall be closed for a stated
period but not longer than 20 days.  If
the share transfer books are closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least 10 days before the date of such meeting.  (c)        If no record date is fixed and the share
transfer books are not closed for the determination of shareholders,
(i) the record date for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the day on which the notice of meeting is mailed or the 30th day
before the meeting, whichever is the closer date to the meeting; and
(ii) the record date for the determination of shareholders entitled to
receive payment of a dividend or an allotment of  23


any
other rights shall be the close of business on the day on which the resolution
of the Trustees, declaring the dividend or allotment of rights, is adopted.  (d)        When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof unless
the Board of Trustees shall set a new record date with respect thereto.  Section 7.5.            Share
Ledger.  The Trust shall maintain at
its principal office or at the office of its counsel, accountants or transfer
agent a share ledger containing the name and address of each shareholder and
the number of shares of each class held by such shareholder.  Section 7.6.            Fractional
Shares; Issuance of Units.  The
Trustees may issue fractional shares or provide for the issuance of scrip, as
described in Section 5.3 of the Declaration of Trust.  ARTICLE VIII
RESTRICTIONS ON TRANSFER AND OWNERSHIP OF SHARES  Section 8.1.            Definitions.  For the purpose of this ARTICLE VIII, the
following terms shall have the following meanings:  Beneficial
Ownership shall mean ownership of Shares by a Person, whether the interest in
Shares is held directly or indirectly (including by a nominee), and shall
include, but not be limited to, interests that would be treated as owned
through the application of Section 544 of the Code, as modified by
Section 856(h)(1)(B) of the Code. 
The terms Beneficial Owner, Beneficially Owns and Beneficially
Owned shall have the correlative meanings.  Charitable
Beneficiary shall mean one or more beneficiaries of the Charitable Trust as
determined pursuant to Section 8.3(g), provided that each such
organization shall be described in Sections 501(c)(3), 170(b)(1)(A) (other
than clause (vii) or (viii) thereof) and 170(c)(2) of the Code
and contributions to each such organization shall be eligible for deduction
under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.  Charitable
Trust shall mean any trust provided for in Section 8.2(a)(ii) and
Section 8.3(a).  Charitable
Trustee shall mean each Person, unaffiliated with the Trust and a Prohibited
Owner, that is appointed by the Trust from time to time to serve as a trustee
of a Charitable Trust as provided by Section 8.3(a).  Code
shall mean the Internal Revenue Code of 1986, as amended.  Common
Shares shall mean the common shares of beneficial interest designated as such
in the Declaration of Trust.  24


Constructive
Ownership shall mean ownership of Shares by a Person, whether the interest in
Shares is held directly or indirectly (including by a nominee), and shall
include any interests that would be treated as owned through the application of
Section 318(a) of the Code, as modified by Section 856(d)(5) of
the Code or treated as beneficially owned under Rule 13d-3 under the
Exchange Act.  The terms Constructive
Owner, Constructively Owns and Constructively Owned shall have the
correlative meanings.  Excepted
Holder shall mean a shareholder of the Trust for whom an Excepted Holder Limit
is created by the Board of Trustees pursuant to Section 8.2(e)(i) and
shall include the Excepted Persons (as defined in the Declaration of Trust).  Excepted
Holder Limit shall mean, provided that and only so long as the affected Excepted
Holder complies with all of the requirements established by the Board of
Trustees pursuant to Section 8.2(e), the percentage limit established by
the Board of Trustees.  Market
Price with respect to Shares on any date shall mean the last sale price for
such Shares, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, for such Shares, in
either case as reported on the principal consolidated transaction reporting
system with respect to such Shares, or if such Shares are not listed or
admitted to trading on any National Securities Exchange, the last sale price in
the over the counter market, or if no trading price is available for such
Shares, the fair market value of such Shares as determined in good faith by the
Board of Trustees.  National
Securities Exchange means an exchange registered with the Securities and
Exchange CommissionS.E.C. under
Section 6(a) of the Exchange Act, as amended, supplemented or
restated from time to time, and any successor to such statute.  Ownership
Limit shall mean (a) with respect to Common Shares, 9.8% (in value or
number of shares, whichever is more restrictive) of the Common Shares
outstanding at the time of determination and (b) with respect to any other
class or series of Shares, 9.8% (in value or number of shares, whichever is
more restrictive) of the Shares of such class or series outstanding at the time
of determination.  Person
shall mean and include individuals, corporations, limited partnerships, general
partnerships, joint stock companies or associations, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts, business
trusts and other entities and governments and agencies and political
subdivisions thereof.  Prohibited
Owner shall mean any Person who, but for the provisions of
Section 8.2(a), would Beneficially Own or Constructively Own Shares in
excess of the Ownership Limit, and if appropriate in the context, shall also
mean any Person who would have been the holder of record in the books of the
Trust or the Trusts transfer agent of Shares that the Prohibited Owner would
have so owned.  REIT
shall mean a real estate investment trust within the meaning of
Section 856 of the Code.  Shares
shall mean the shares of beneficial interest of the Trust.  25


Transfer
shall mean any issuance, sale, transfer, gift, assignment, devise or other
disposition, as well as any other event (or any agreement to take any such
actions or cause any such events) that causes any Person to acquire Beneficial
Ownership or Constructive Ownership of Shares or the right to vote or receive
distributions on Shares, including, without limitation, (a) any change in
the capital structure of the Trust which has the effect of increasing the total
equity interest of any Person in the Trust, (b) a change in the
relationship between two or more Persons which causes a change in ownership of
Shares by application of Section 318(a) of the Code, as modified by
Section 856(d)(5) of the Code, (c) the grant or exercise of any
option or warrant (or any disposition of any option or warrant, or any event
that causes any option or warrant not theretofore exercisable to become
exercisable), pledge, security interest or similar right to acquire Shares,
(d) any disposition of any securities or rights convertible into or
exchangeable for Shares or any interest in Shares or any exercise of any such
conversion or exchange right, and (e) transfers of interests in other
entities that result in changes in Beneficial Ownership or Constructive
Ownership of Shares, in each case, whether voluntary or involuntary, whether
owned of record or Beneficially Owned or Constructively Owned, and whether by
operation of law or otherwise.  The terms
Transferring and Transferred shall have the correlative meanings.  Section 8.2.            Restrictions
on Ownership.  (a)                Ownership Limitations.  (i)Basic Restrictions. 
(A) No Person, other than an Excepted Holder, shall Beneficially
Own or Constructively Own Shares in excess of the Ownership Limit, (B) no
Excepted Holder shall Beneficially Own or Constructively Own Shares in excess
of the Excepted Holder Limit for such Excepted Holder, (C) no Person shall
Beneficially Own or Constructively Own Shares to the extent that such
Beneficial Ownership or Constructive Ownership of Shares would result in the
Trust being closely held within the meaning of Section 856(h) of
the Code (without regard to whether the ownership interest is held during the
last half of a taxable year), or otherwise failing to qualify as a REIT
(including, without limitation, Beneficial Ownership or Constructive Ownership
that would result in the Trust owning (actually or Constructively) an interest
in a tenant that is described in Section 856(d)(2)(B) of the Code if
the income derived by the Trust from such tenant would cause the Trust to fail
to satisfy any of the gross income requirements of Section 856(c) of
the Code or (D) subject to Section 8.5, notwithstanding any other
provisions contained herein, any Transfer of Shares (whether or not such Transfer
is the result of a transaction entered into through the facilities of a
National Securities Exchange or automated inter-dealer quotation system) that,
if effective, would result in Shares being beneficially owned by less than 100
Persons (determined under the principles of Section 856(a)(5) of the
Code) shall be void ab initio, and the intended transferee shall acquire no
rights in such Shares.  26


(ii)Transfer in Trust or Voided Transfer.  If any
Transfer of Shares occurs (whether or not such Transfer is the result of a
transaction entered into through the facilities of a National Securities
Exchange or automated inter-dealer quotation system) which, if effective, would
result in any Person Beneficially Owning or Constructively Owning Shares in
violation of Section 8.2(a)(i)(A), Section 8.2(a)(i)(B) or
Section 8.2(a)(i)(C), as applicable, then the Board of Trustees shall be
authorized and empowered to deem (and if so deemed, such action and result
shall be deemed to occur and the officers of the Trust shall be authorized to
take such actions in the name and on behalf of the Trust authorized by the
Board of Trustees to effectuate the same): (A) that number of Shares the
Beneficial Ownership or Constructive Ownership of which otherwise would cause
such Person to violate Section 8.2(a)(i)(A),
Section 8.2(a)(i)(B) or Section 8.2(a)(i)(C) (rounded
upward to the nearest whole share, and such excess shares, including as so
rounded, the Excess Shares) to be automatically transferred to a Charitable
Trust or Charitable Trusts for the benefit of a Charitable Beneficiary, as
described in Section 8.3, effective as of the close of business on the
business day prior to the date of such determination of such Transfer or at
such other time determined by the Board of Trustees, and such Person shall
acquire no rights in the Excess Shares; or (B) to the fullest extent
permitted by law, the Transfer of Excess Shares to be void ab initio, in which
case, the intended transferee shall acquire no rights in the Excess Shares.  (iii)Cooperation.  The shareholder that would otherwise qualify
as a Prohibited Owner absent the application of the provisions of
Section 8.2(a)(ii) shall use best efforts and take all actions
necessary or requested by the Trust to cooperate with effecting the actions
taken by the Board of Trustees pursuant to Section 8.2(a)(ii), including,
without limitation, informing the Trust where any Excess Shares may be held and
instructing its agents to cooperate in the prompt implementation and
effectuation of the actions so taken by the Board of Trustees.  (b)        Remedies for Breach.  If the Board of Trustees or any duly
authorized committee thereof shall at any time determine that a Transfer or
other event has taken place that results in a violation of
Section 8.2(a)(i) or that a Person intends to acquire or has
attempted to acquire Beneficial Ownership or Constructive Ownership of any
Shares in violation of Section 8.2(a)(i) (whether or not such
violation is intended), the Board of Trustees or a committee thereof may take
such action as it deems advisable to refuse to give effect to or to prevent
such Transfer or other event, including, without limitation, causing the Trust
to redeem Shares, refusing to give effect to such Transfer on the books of the
Trust or the Trusts transfer agent or instituting proceedings to enjoin such
Transfer or other event and such Person shall be liable, without limitation,
for all costs incurred in connection therewith and pursuant to
Section 15.2, including the costs and  27


expenses
of the Charitable Trustee.  This
Section 8.2(b) shall not in any way limit the provisions of
Section 8.2(a)(ii).  (c)        Notice of Restricted Transfer.  Any Person who acquires or attempts or
intends to acquire Beneficial Ownership or Constructive Ownership of Shares
that will or may violate Section 8.2(a)(i), or any Person who would have
owned Excess Shares, shall immediately give written notice to the Trust of such
event, or in the case of such a proposed or attempted transaction, give at
least 15 days prior written notice, and shall provide to the Trust such other
information as the Trust may request.  (d)        Owners Required to Provide
Information.  Every shareholder of
five percent or more of the Shares of any series or class outstanding at the
time of determination, within 30 days after the end of each taxable year and
also within three business days after a request from the Trust, shall give
written notice to the Trust stating the name and address of such owner, the
number of Shares Beneficially Owned, and a description of the manner in which
such Shares are held; provided that a shareholder who holds Shares as nominee
for another Person, which other Person is required to include in gross income
the distributions received on such Shares (an Actual Owner), shall give
written notice to the Trust stating the name and address of such Actual Owner
and the number of Shares of such Actual Owner with respect to which the
shareholder is nominee.  Each such
shareholder and each Actual Owner shall provide to the Trust such additional
information as the Trust may request in order to determine the Trusts status
as a REIT, to determine the Trusts compliance with other applicable laws or
requirements of any governmental authority or to ensure compliance with the
Ownership Limit.  Each Person who is a
Beneficial Owner or Constructive Owner of Shares and each Person (including the
shareholder) who is holding Shares for a Beneficial Owner or Constructive Owner
shall provide to the Trust such information as the Trust may request, in good
faith, in order to determine the Trusts status as a REIT, to determine the
Trusts compliance with other applicable laws or requirements of any
governmental authority and to comply with requirements of any taxing authority
or other governmental authority or to determine such compliance.  (e)        Exceptions.  (i)The Board of Trustees, in its sole discretion, may
grant to any Person who makes a request therefor (a Requesting Person) an
exception to the Ownership Limit (or one or more elements thereof) with respect
to the ownership of any series or class of Shares, subject to the following
conditions and limitations: (A) the Board of Trustees shall have
determined, in its discretion, that: (1) the Beneficial Ownership or
Constructive Ownership of Shares by such shareholder in excess of the Ownership
Limit would not violate Section 8.2(a)(i)(C), (2) the Requesting
Person does not and will not own, actually or Constructively, an interest in a
tenant of the Trust (or a tenant of any entity owned or controlled by the
Trust) that would cause the Trust to own,  28


actually
or Constructively, more than a 9.8% interest (as set forth in
Section 856(d)(2)(B) of the Code) in such tenant, (3) the
Requesting Persons ownership of Shares in excess of the Ownership Limit
pursuant to the exception requested hereunder (together with the ownership of
Shares by all other Persons as permitted under this ARTICLE VIII, taking into
account any previously granted exceptions pursuant hereto) would not cause a
default under the terms of any contract to which the Trust or any of its
subsidiaries is a party or reasonably expects to become a party and (4) the
Requesting Persons ownership of Shares in excess of the Ownership Limit
pursuant to the exception requested hereunder (together with the ownership of
Shares by all other Persons as permitted under this ARTICLE VIII, taking into
account any previously granted exceptions pursuant hereto) is in the best
interests of the Trust; and (B)(1) prior to granting any exception
pursuant to this Section 8.2(e)(i), the Board of Trustees may require a
ruling from the Internal Revenue Service, or an opinion of counsel, in either
case in form and substance satisfactory to the Board of Trustees in their sole
discretion, as they may deem necessary or advisable in order to determine or
ensure the Trusts status as a REIT and (2) such Requesting Person
provides to the Board of Trustees, for the benefit of the Trust, such
representations and undertakings, if any, as the Board of Trustees may, in its
discretion, determine to be necessary in order for it to make the determination
that the conditions set forth in Section 8.2(e)(i)(A) have been
and/or will continue to be satisfied (including, without limitation, an
agreement as to a reduced Ownership Limit or Excepted Holder Limit for such
Requesting Person with respect to the Constructive Ownership of one or more
other classes or series of Shares not subject to the exception), and such
Requesting Person agrees that any violation of such representations and
undertakings or any attempted violation thereof will give rise to the
application of the remedies set forth in Section 8.2(a)(ii) and
Section 8.2(b) with respect to Shares held in excess of the Ownership
Limit or the Excepted Holder Limit (as may be applicable) with respect to such
Requesting Person (determined without regard to the exception granted such
Requesting Person under this Section 8.2(e)(i)).  If a member of the Board of Trustees requests
that the Board of Trustees grant an exception pursuant to this
Section 8.2(e) with respect to such member, or with respect to any
other Person if such member of the Board of Trustees would be considered to be
the Beneficial Owner or Constructive  29


Owner of
Shares owned by such other Person, such member of the Board of Trustees shall
not participate in the decision of the Board of Trustees as to whether to grant
any such exception.  (ii)In determining whether to grant any exemption
pursuant to Section 8.2(e)(i), the Board of Trustees may, but need not,
consider, among other factors, (A) the general reputation and moral
character of the Requesting Person, (B) whether ownership of Shares would
be direct or through ownership attribution, (C) whether the Requesting
Persons ownership of Shares would interfere with the conduct of the Trusts
business, including, without limitation, the Trusts ability to acquire
additional properties or additional investments in issuers currently invested
in by the Trust or other issuers, (D) whether granting an exemption for
the Requesting Person would adversely affect any of the Trusts existing contractual
arrangements, (E) whether the Requesting Person to whom the exception
would apply has been approved as an owner of the Trust by all regulatory or
other governmental authorities (including Louisiana or other state gaming
regulatory authorities) who have jurisdiction over the Trust and
(F) whether the Requesting Person to whom the exemption would apply is
attempting to change control of the Trust or affect its policies in a way which
the Board of Trustees, in its discretion, considers adverse to the best interest
of the Trust or the shareholders. 
Nothing in this Section 8.2(e)(ii) shall be interpreted to
mean that the Board of Trustees may not act in its discretion in making any
determination under Section 8.2(e)(i).  (iii)An underwriter or initial purchaser that
participates in a public offering or a private placement of Shares (or
securities convertible into or exchangeable for Shares) may Beneficially Own or
Constructively Own Shares (or securities convertible into or exchangeable for
Shares) in excess of the Ownership Limit, but only to the extent necessary to
facilitate such public offering or private placement as determined by the Board
of Trustees.  Section 8.3.            Transfer
of Shares.  (a)        Ownership in Trust.  Upon any purported Transfer or other event described
in Section 8.2(a)(ii) that results in a transfer of Shares to a
Charitable Trust, such Shares shall be deemed to have been transferred to the
Charitable Trustee as trustee or trustees, as applicable, of a Charitable Trust
for the exclusive benefit of one or more Charitable Beneficiaries (except to
the extent otherwise provided in Section 8.3(e)).  Such  30


transfer
to the Charitable Trustee shall be deemed to be effective as of the time
provided in Section 8.2(a)(ii).  Any
Charitable Trustee shall be appointed by the Trust and shall be a Person
unaffiliated with the Trust and any Prohibited Owner.  Each Charitable Beneficiary shall be
designated by the Trust as provided in Section 8.3(g).  (b)        Status of Shares Held by a Charitable
Trustee.  Shares held by a Charitable
Trustee shall be issued and outstanding Shares of the Trust.  The Prohibited Owner shall:  (i)have no rights in the Shares held by the Charitable
Trustee;  (ii)not benefit economically from ownership of any
Shares held in trust by the Charitable Trustee (except to the extent otherwise
provided in Section 8.3(e));  (iii)have no rights to dividends or other distributions;  (iv)not possess any rights to vote or other rights
attributable to the Shares held in the Charitable Trust; and  (v)have no claim, cause of action or other recourse
whatsoever against the purported transferor of such Shares.  (c)        Dividend and Voting Rights.  The Charitable Trustee shall have all voting
rights and rights to dividends or other distributions with respect to Shares
held in the Charitable Trust, which rights shall be exercised for the exclusive
benefit of the Charitable Beneficiary (except to the extent otherwise provided
in Section 8.3(e)).  Any dividend or
other distribution paid with respect to any Shares which constituted Excess
Shares at such time and prior to Shares having been transferred to the
Charitable Trustee shall be paid to the Charitable Trustee by the Prohibited
Owner upon demand and any dividend or other distribution authorized but unpaid
with respect to such Shares shall be paid when due to the Charitable
Trustee.  Any dividends or distributions
so paid to the Charitable Trustee shall be held in trust for the Charitable
Beneficiary.  The Prohibited Owner shall
have no voting rights with respect to Shares held in the Charitable Trust and,
effective as of the date that Shares have been transferred to the Charitable
Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustees
discretion) (i) to rescind as void any vote cast by a Prohibited Owner
with respect to such Shares at any time such Shares constituted Excess Shares
with respect to such Prohibited Owner and (ii) to recast such vote in
accordance with the desires of the Charitable Trustee acting for the benefit of
the Charitable Beneficiary; provided, however, that if the Trust has already
taken irreversible action, then the Charitable Trustee shall not have the power
to rescind and recast such vote. 
Notwithstanding the provisions of this ARTICLE VIII, until the Shares
have been transferred into a Charitable Trust, the Trust shall be entitled to
rely on its stock transfer and other shareholder records for purposes of
preparing lists of shareholders entitled to vote at meetings, determining the
validity and authority of proxies, and otherwise conducting votes of
shareholders.  31


(d)        Rights upon Liquidation.  Upon any voluntary or involuntary
liquidation, dissolution or winding up of or any distribution of the assets of
the Trust, the Charitable Trustee shall be entitled to receive, ratably with
each other holder of Shares of the class or series of Shares that is held in
the Charitable Trust, that portion of the assets of the Trust available for
distribution to the holders of such class or series (determined based upon the
ratio that the number of Shares of such class or series of Shares held by the
Charitable Trustee bears to the total number of Shares of such class or series
of Shares then outstanding).  The
Charitable Trustee shall distribute any such assets received in respect of the
Shares held in the Charitable Trust in any liquidation, dissolution or winding
up or distribution of the assets of the Trust, in accordance with
Section 8.3(e).  (e)        Sale of Shares by Charitable Trustee.  Unless otherwise directed by the Board of
Trustees, within 20 days of receiving notice from the Trust that Shares have
been transferred to the Charitable Trust, or soon thereafter as practicable,
the Charitable Trustee shall sell the Shares held in the Charitable Trust
(together with the right to receive dividends or other distributions with
respect to such Shares as to any Shares transferred to the Charitable Trustee
as a result of the operation of Section 8.2(a)(ii)) to a Person,
designated by the Charitable Trustee, whose ownership of the Shares will not
violate the ownership limitations set forth in Section 8.2(a)(i).  Upon such sale, the interest of the
Charitable Beneficiary in the Shares sold shall terminate and the Charitable
Trustee shall distribute the net proceeds of the sale to the Prohibited Owner
and to the Charitable Beneficiary as provided in this Section 8.3(e).  A
Prohibited Owner shall receive the lesser of (A) the net price paid by the
Prohibited Owner for the Shares or, if the Prohibited Owner did not give value
for the Shares in connection with the event causing the Shares to be held in
the Charitable Trust (for example, in the case of a gift, devise or other such
transaction), the Market Price of the Shares on the day of the event causing
the Shares to be held in the Charitable Trust, less the costs, expenses and
compensation of the Charitable Trustee and the Trust as provided in
Section 8.4 and (B) the net sales proceeds received by the Charitable
Trustee from the sale or other disposition of the Shares held in the Charitable
Trust.  Any net sales proceeds in excess
of the amount payable to the Prohibited Owner shall be paid to the Charitable
Beneficiary, less the costs, expenses and compensation of the Charitable
Trustee and the Trust as provided in Section 8.4.  If such Shares are sold by a Prohibited
Owner, then (A) such Shares shall be deemed to have been sold on behalf of
the Charitable Trust and (B) to the extent that the Prohibited Owner
received an amount for such Shares that exceeds the amount that such Prohibited
Owner was entitled to receive pursuant to this Section 8.3(e), such excess
shall be paid promptly to the Charitable Trustee upon demand.  (f)         Trusts Purchase Right in Excess
Shares.  Notwithstanding any transfer
of Excess Shares to a Charitable Trust pursuant to this ARTICLE VIII, Excess
Shares shall be deemed to have been offered for sale to the Trust, or its
designee, at a price per Share equal to the lesser of (i) the price per
Share in the transaction that resulted in such Shares becoming Excess Shares
(or, if the Prohibited Owner did not give value for such Shares, such as in the
case of a devise, gift or other such transaction, the Market Price per such
Share on the day of the event causing the Shares to become Excess Shares) and
(ii) the Market Price per such Share on the date the Trust, or its
designee, accepts such offer, in  32


each
case of clauses (i) and (ii) of this sentence, less the costs,
expenses and compensation of the Charitable Trustee, if any, and the Trust as
provided in Section 8.4.  The Trust
shall have the right to accept such offer until the Charitable Trustee, if any,
has sold the Shares held in the Charitable Trust, if any, pursuant to
Section 8.3(e).  Upon such a sale to
the Trust, if a Charitable Trust has been established pursuant to this ARTICLE
VIII, the interest of the Charitable Beneficiary in the Shares sold shall
terminate and the Charitable Trustee shall distribute the net proceeds of the
sale to the Prohibited Owner and the Charitable Beneficiary as provided in
Section 8.3(e).  (g)        Designation of Charitable
Beneficiaries.  By written notice to
the Charitable Trustee, the Trust shall designate from time to time one or more
nonprofit organizations to be the Charitable Beneficiary of the interest in the
Charitable Trust such that (i) Shares held in the Charitable Trust would
not violate the restrictions set forth in Section 8.2(a)(i) in the
hands of such Charitable Beneficiary and (ii) contributions to each such
organization shall be eligible for deduction under each of Sections
170(b)(1)(A), 2055 and 2522 of the Code. 
The Charitable Beneficiary shall not obtain any enforceable right to the
Charitable Trust or any of its trust corpus until so designated and thereafter
any such rights remain subject to the provisions of this ARTICLE VIII,
including, without limitation, Section 8.3(h).  (h)        Retroactive Changes.  Notwithstanding any other provisions of this
ARTICLE VIII, the Board of Trustees is authorized and empowered to
retroactively amend, alter or repeal any rights which the Charitable Trust, the
Charitable Trustee or the Charitable Beneficiary may have under this ARTICLE
VIII, including, without limitation, granting retroactive Excepted Holder
status to any otherwise Prohibited Owner, with the effect of any transfer of
Excess Shares to a Charitable Trust being fully and retroactively revoked;
provided, however, that the Board of Trustees shall not have the authority or
power to retroactively amend, alter or repeal any obligations to pay amounts
incurred prior to such time and owed or payable to the Charitable Trustee
pursuant to Section 8.4.  Section 8.4.            Costs,
Expenses and Compensation of Charitable Trustee and the Trust.  (a)        The Charitable Trustee shall be
indemnified by the Trust or from the proceeds from the sale of Shares held in
the Charitable Trust, as further provided in this ARTICLE VIII, for its costs
and expenses reasonably incurred in connection with conducting its duties and
satisfying its obligations pursuant to this ARTICLE VIII.  (b)        The Charitable Trustee shall be entitled
to receive reasonable compensation for services provided by the Charitable
Trustee in connection with serving as a Charitable Trustee, the amount and form
of which shall be determined by agreement of the Board of Trustees and the
Charitable Trustee.  (c)        Costs, expenses and compensation payable
to the Charitable Trustee pursuant to Section 8.4(a) and
Section 8.4(b) may be funded from the Charitable Trust or by the
Trust.  The Trust shall be entitled to
reimbursement on a first priority basis (after payment in full of amounts
payable to the Charitable Trustee pursuant to Section  33


8.4(a)and Section 8.4(b)) from the Charitable Trust for any such amounts
funded by the Trust.  (d)        Costs and expenses incurred by the Trust
in the process of enforcing the ownership limitation set forth in
Section 8.2(a)(i), in addition to reimbursement of costs, expenses and
compensation of the Charitable Trustee which have been funded by the Trust, may
be collected from the Charitable Trust; provided, however, that the ability of
the Trust to fund its costs from the Charitable Trust shall not relieve the
Prohibited Owner from his or her obligation to reimburse the Trust for costs
under Section 15.2 of these Bylaws, except to the extent the Trust has in
fact been previously paid from the Charitable Trust; nor will the possibility
of the Trust receiving payment from the Charitable Trust create a marshalling
obligation which would require the Trust to reimburse itself from the
Charitable Trust before enforcing the Trusts claims under Section 15.2 or
otherwise.  Section 8.5.            Transactions
on a National Securities Exchange. 
Nothing in this ARTICLE VIII shall preclude the settlement of any
transaction entered into through the facilities of a National Securities
Exchange or any automated inter-dealer quotation system.  The fact that the settlement of any
transaction takes place shall not negate the effect of any other provision of
this ARTICLE VIII and any transferee in such a transaction shall be subject to
all of the provisions and limitations set forth in this ARTICLE VIII.  Section 8.6.            Enforcement.  The Trust is authorized specifically to seek
equitable relief, including injunctive relief, to enforce the provisions of
this ARTICLE VIII.  Section 8.7.            Non-Waiver.  No delay or failure on the part of the Trust
or the Board of Trustees in exercising any right hereunder shall operate as a
waiver of any right of the Trust or the Board of Trustees, as the case may be,
except to the extent specifically waived in writing.  Section 8.8.            Enforceability.  If any of the restrictions on transfer of
Shares contained in this ARTICLE VIII are determined to be void, invalid or
unenforceable by any court of competent jurisdiction, then, to the fullest
extent permitted by law, the Prohibited Owner may be deemed, at the option of
the Trust, to have acted as an agent of the Trust in acquiring such Shares and
to hold such Shares on behalf of the Trust.  ARTICLE IX
REGULATORY COMPLIANCE AND DISCLOSURE  Section 9.1.            Actions
Requiring Regulatory Compliance Implicating the Trust.  If any shareholder (whether individually or
constituting a group, as determined by the Board of Trustees), by virtue of
such shareholders ownership interest in the Trust or actions taken by the
shareholder affecting the Trust, triggers the application of any requirement or
regulation of any federal, state, municipal or other governmental or regulatory
body on the Trust or any subsidiary (for purposes of this ARTICLE IX, as
defined in Section 2.14.5(c)) of the Trust or any of their respective
businesses, assets or operations, including, without limitation, any
obligations to make  34


or
obtain a Governmental Action (as defined in Section 2.14.3), such
shareholder shall promptly take all actions necessary and fully cooperate with
the Trust to ensure that such requirements or regulations are satisfied without
restricting, imposing additional obligations on or in any way limiting the
business, assets, operations or prospects of the Trust or any subsidiary of the
Trust.  If the shareholder fails or is
otherwise unable to promptly take such actions so to cause satisfaction of such
requirements or regulations, the shareholder shall promptly divest a sufficient
number of shares of the Trust necessary to cause the application of such requirement
or regulation to not apply to the Trust or any subsidiary of the Trust.  If the shareholder fails to cause such
satisfaction or divest itself of such sufficient number of shares of the Trust
by not later than the 10th day after triggering such requirement or regulation
referred to in this Section 9.1, then any shares of the Trust beneficially
owned by such shareholder at and in excess of the level triggering the
application of such requirement or regulation shall, to the fullest extent
permitted by law, be deemed to constitute shares held in violation of the
ownership limitations set forth in ARTICLE VIII and be subject to the
provisions of ARTICLE VIII and any actions triggering the application of such a
requirement or regulation may be deemed by the Trust to be of no force or
effect.  Moreover, if the shareholder who
triggers the application of any regulation or requirement fails to satisfy the
requirements or regulations or to take curative actions within such 10 day
period, the Trust may take all other actions which the Board of Trustees deems
appropriate to require compliance or to preserve the value of the Trusts
assets; and the Trust may charge the offending shareholder for the Trusts
costs and expenses as well as any damages which may result to the Trust.  As an
example and not as a limitation, at the time these Bylaws are being amended and
restated, the Trust holds a controlling interest in gaming businesses in
Louisiana.  Louisiana law provides that
any persons who owns five percent or more of gaming businesses in Louisiana
shall provide detailed personal history and financial information and be
approved by the Louisiana Gaming Control Board. 
Accordingly, if a shareholder acquires five percent or more of the Trust
and refuses to provide the Trust with information required to be submitted to
the Louisiana Gaming Control Board or if the Louisiana Gaming Control Board
decline to approve such a shareholders ownership of the Trust, then, in either
event, shares of the Trust owned by such a shareholder necessary to reduce its
ownership to less than five percent of the Trust may be deemed shares held in
violation of the ownership limitation in ARTICLE VIII and shall be subject to
the provisions of ARTICLE VIII.  As a
further example and not as a limitation, at the time these Bylaws are being
amended and restated, the Trust holds a controlling ownership position in a
company being formed and licensed as an insurance company in the State of
Indiana.  The laws of the State of
Indiana have certain regulatory requirements for any person who seeks to
control (as defined under Indiana law) a company which itself controls an
insurance company domiciled in the State of Indiana, including by exercising
proxies representing 10% or more of the Trusts voting securities.  Accordingly, if a shareholder seeks to
exercise proxies for a matter to be voted upon at a meeting of the Trusts
shareholders without having obtained any applicable approvals from the Indiana
insurance regulatory authorities, such proxies representing 10% or more of the
Trusts voting securities will, subject to Section 9.3, be void and of no
further force or effect.  Section 9.2.            Compliance
With Law.  Shareholders shall comply
with all applicable requirements of federal and state laws, including all
rules and regulations promulgated  35


thereunder,
in connection with such shareholders ownership interest in the Trust and all
other laws which apply to the Trust or any subsidiary of the Trust or their respective
businesses, assets or operations and which require action or inaction on the
part of the shareholder.  Section 9.3.            Limitation
on Voting Shares or Proxies.  Without
limiting the provisions of Section 9.1, if a shareholder (whether
individually or constituting a group, as determined by the Board of Trustees),
by virtue of such shareholders ownership interest in the Trust or its receipt
or exercise of proxies to vote shares owned by other shareholders, would not be
permitted to vote the shareholders shares of the Trust or proxies for shares
of the Trust in excess of a certain amount pursuant to applicable law
(including by way of example, applicable state insurance regulations) but the
Board of Trustees determines that the excess shares or shares represented by
the excess proxies are necessary to obtain a quorum, then such shareholder
shall not be entitled to vote any such excess shares or proxies, and instead
such excess shares or proxies may, to the fullest extent permitted by law, be
voted by the Advisor (or by another person designated by the Trustees) in
proportion to the total shares otherwise voted on such matter.  Section 9.4.            Representations,
Warranties and Covenants Made to Governmental or Regulatory Bodies.  To the fullest extent permitted by law, any
representation, warranty or covenant made by a shareholder with any
governmental or regulatory body in connection with such shareholders interest
in the Trust or any subsidiary of the Trust shall be deemed to be
simultaneously made to, for the benefit of and enforceable by, the Trust and
any applicable subsidiary of the Trust.  Section 9.5.            Board
of Trustees Determinations.  The
Board of Trustees shall be empowered to make all determinations regarding the
interpretation, application, enforcement and compliance with any matters
referred to or contemplated by this ARTICLE IX.  ARTICLE XFISCAL YEAR  Section 10.1.          Fiscal
Year.  The fiscal year of the Trust
shall be the calendar year.  ARTICLE XIDIVIDENDS AND OTHER DISTRIBUTIONS  Section 11.1.          Dividends
and Other Distributions.  Dividends
and other distributions upon the shares of beneficial interest of the Trust may
be authorized and declared by the Trustees. 
Dividends and other distributions may be paid in cash, property or
shares of the Trust.  36


ARTICLE XIISEAL  Section 12.1.          Seal.  The Trustees may authorize the adoption of a
seal by the Trust.  The Trustees may
authorize one or more duplicate seals.  Section 12.2.          Affixing
Seal.  Whenever the Trust is
permitted or required to affix its seal to a document, it shall be sufficient
to meet the requirements of any law, rule or regulation relating to a seal
to place the word (SEAL) adjacent to the signature of the person authorized
to execute the document on behalf of the Trust.  ARTICLE XIIIWAIVER OF NOTICE  Section 13.1.          Waiver
of Notice.  Whenever any notice is
required to be given pursuant to the Declaration of Trust, these Bylaws or
applicable law, a waiver thereof in writing, signed by the person or persons
entitled to such notice, or a waiver by electronic transmission by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.  Neither the business to be transacted at nor
the purpose of any meeting need be set forth in the waiver of notice or waiver
by electronic transmission, unless specifically required by statute.  The attendance of any person at any meeting
shall constitute a waiver of notice of such meeting, except where such person
attends a meeting for the express purpose of objecting to the transaction of
any business on the ground that the meeting is not lawfully called or convened.  ARTICLE XIVAMENDMENT OF BYLAWS  Section 14.1.          Amendment
of Bylaws.  Except for any change for
which these Bylaws requires approval by more than a majority vote of the
Trustees, these Bylaws may be amended or repealed or new or additional Bylaws
may be adopted only by the vote or written consent of a majority of the
Trustees.  ARTICLE XVMISCELLANEOUS  Section 15.1.          References
to Declaration of Trust.  All
references to the Declaration of Trust shall include any amendments thereto.  Section 15.2.          Costs
and Expenses.  To the fullest extent
permitted by law, each shareholder will be liable to the Trust for, and
indemnify and hold harmless the Trust (and any  37


subsidiaries
or affiliates thereof) from and against, all costs, expenses, penalties, fines
or other amounts, including without limitation, reasonable attorneys and other
professional fees, whether third party or internal, arising from such
shareholders breach of any provision of these Bylaws or the Declaration of
Trust or any action against the Trust in which such shareholder is not the
prevailing party, and shall pay such amounts on demand, together with interest
on such amounts, which interest will accrue at the lesser of the Trusts
highest marginal borrowing rate, per annum compounded, and the maximum amount
permitted by law, from the date such costs or the like are incurred until the
receipt of payment.  Section 15.3.          Ratification.  The Board of Trustees or the shareholders may
ratify and make binding on the Trust any action or inaction by the Trust or its
officers to the extent that the Board of Trustees or the shareholders could
have originally authorized the matter. 
Moreover, any action or inaction questioned in any shareholders
derivative proceeding or any other proceeding on the ground of lack of
authority, defective or irregular execution, adverse interest of a Trustee,
officer or shareholder, non-disclosure, miscomputation, the application of
improper principles or practices of accounting, or otherwise, may be ratified,
before or after judgment, by the Board of Trustees or by the shareholders and,
if so ratified, shall have the same force and effect as if the questioned
action or inaction had been originally duly authorized, and such ratification
shall be binding upon the Trust and its shareholders and shall constitute a bar
to any claim or execution of any judgment in respect of such questioned action
or inaction.  Section 15.4.          Ambiguity.  In the case of an ambiguity in the
application of any provision of these Bylaws or any definition contained in
these Bylaws, the Board of Trustees shall have the sole power to determine the
application of such provisions with respect to any situation based on the facts
known to it and such determination shall be final and binding unless determined
by a court of competent jurisdiction to have been made in bad faith.  Section 15.5.          Inspection
of Bylaws.  The Trustees shall keep
at the principal office for the transaction of business of the Trust the
original or a copy of the Bylaws as amended or otherwise altered to date,
certified by the secretary, which shall be open to inspection by the
shareholders at all reasonable times during office hours.  Section 15.6.          Election
to be Subject to Part of Title 3, Subtitle 8.Notwithstanding any other
provision contained in the Declaration of Trust or these Bylaws, the Trust
hereby elects to be subject to Section 3-804(b) and (c) of Title
3, Subtitle 8 of the Maryland General Corporation Law (or any successor
statute).  This Section 15.6 only
may be repealed, in whole or in part, by a subsequent amendment to these
Bylaws.  38