EXHIBIT 3.7  
 HOSPITALITY
PROPERTIES TRUST  
  AMENDED
AND RESTATED BYLAWS  
  As
Amended and Restated February 26, 2009


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
  
  4Section 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
  
  15Section 2.16.
  
  Voting
  by Ballot
  
  15Section 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
  
  17Section 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
  
  18Section 3.12.
  
  Vacancies
  
  18Section 3.13.
  
  Compensation
  
  18Section 3.14.
  
  Removal
  of Trustees
  
  18Section 3.15.
  
  Surety
  Bonds
  
  18Section 3.16.
  
  Reliance
  
  18Section 3.17.
  
  Interested
  Trustee Transactions
  
  19Section 3.18.
  
  Qualifying
  Shares Not Required
  
  19Section 3.19.
  
  Certain
  Rights of Trustees, Officers, Employees and Agents
  
  19Section 3.20.
  
  Emergency
  Provisions
  
  19ARTICLE
  IV COMMITTEES
  
  19Section 4.1.
  
  Number;
  Tenure and Qualifications
  
  19Section 4.2.
  
  Powers
  
  19Section 4.3.
  
  Meetings
  
  20Section 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
  
  21Section 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
  
  22Section 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
  
  23ARTICLE
  VII SHARES
  
  23Section 7.1.
  
  Certificates
  
  23Section 7.2.
  
  Transfers
  
  23Section 7.3.
  
  Lost
  Certificates
  
  23Section 7.4.
  
  Closing
  of Transfer Books or Fixing of Record Date
  
  24Section 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
  
  31Section 8.4.
  
  Costs,
  Expenses and Compensation of Charitable Trustee and the Trust
  
  34Section 8.5.
  
  Transactions
  on a National Securities Exchange
  
  34Section 8.6.
  
  Enforcement
  
  34Section 8.7.
  
  Non-Waiver
  
  34Section 8.8.
  
  Enforceability
  
  35ARTICLE
  IX REGULATORY COMPLIANCE AND DISCLOSURE
  
  35Section 9.1.
  
  Actions
  Requiring Regulatory Compliance Implicating the Trust
  
  35Section 9.2.
  
  Compliance
  With Law
  
  36Section 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
  
  37ARTICLE
  X FISCAL YEAR
  
  37Section 10.1.
  
  Fiscal
  Year
  
  37ARTICLE
  XI DIVIDENDS AND OTHER DISTRIBUTIONS
  
  37Section 11.1.
  
  Dividends
  and Other Distributions
  
  37ARTICLE
  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
  
  38Section 14.1.
  
  Amendment
  of Bylaws
  
  38ARTICLE
  XV MISCELLANEOUS
  
  38Section 15.1.
  
  References
  to Declaration of Trust
  
  38Section 15.2.
  
  Costs
  and Expenses
  
  38Section 15.3.
  
  Ratification
  
  38Section 15.4.
  
  Ambiguity
  
  38Section 15.5.
  
  Inspection
  of Bylaws
  
  39Section 15.6.
  
  Election
  to be Subject to Part of Title 3, Subtitle 8
  
  39  iii


HOSPITALITY PROPERTIES TRUST
AMENDED AND RESTATED BYLAWS  ARTICLE I
OFFICES  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 II
MEETINGS 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  2


shall
not be required to be held in accordance with the general rules of
parliamentary procedure or any otherwise established rules of order.  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.  3


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 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,  4


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%, 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), (C) 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 (D) 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 shareholder during all  5


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 notice shall accompany such shareholders notice to the secretary
in order for such notice to be effective.  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  6


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 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  7


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 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  8


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 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  9


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 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  10


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 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  11


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 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 not approved 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  12


and other requirements set
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 shareholder
satisfies 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 by
the information and 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 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  13


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 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 S.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  14


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.  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 III
TRUSTEES  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  15


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 S.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 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.  16


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.  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  17


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 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,  18


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 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 IV
COMMITTEES  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  19


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 of
the S.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 V
OFFICERS  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  20


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 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  21


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 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 VI
CONTRACTS, 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  22


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 VII
SHARES  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 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.  23


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
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.  24


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.  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 S.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  25


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.  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  26


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.  (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.  27


(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 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 Ownerof Shares and each
Person (including the shareholder) who is holding Shares for a Beneficial Owner
or Constructive Owner  28


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, 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  29


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 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  30


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 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  31


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.  (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  32


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 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  33


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 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  34


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 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  35


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 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.  36


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 X
FISCAL YEAR  Section 10.1.          Fiscal Year.  The fiscal year of the Trust shall be the
calendar year.  ARTICLE XI
DIVIDENDS 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.  ARTICLE XII
SEAL  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 XIII
WAIVER 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  37


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 XIV
AMENDMENT 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 XV
MISCELLANEOUS  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 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  38


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.  39