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TABLE OF CONTENTS
 PageARTICLE I
    
    
    1THE COMPANY, DEFINITIONS
    
    
    11.1 Name
    
    
    11.2 Nature of Company
    
    
    11.3 Bylaws
    
    
    11.4 Definitions
    
    
    1ARTICLE II
    
    
    10OFFICES
    
    
    102.1 Principal Office
    
    
    102.2 Registered Office
    
    
    102.3 Other Offices
    
    
    102.4 Fiscal Year
    
    
    10ARTICLE III
    
    
    10MEETINGS OF SHAREHOLDERS
    
    
    103.1 Place of Meeting
    
    
    103.2 Annual Meetings
    
    
    103.3 Special Meetings
    
    
    113.4 Notice; Affidavit of Notice
    
    
    113.5 Record Date for Shareholder Notice, Voting and Giving Consents
    
    
    123.6 Adjourned Meetings: Notice
    
    
    123.7 Voting at Meetings of Shareholders
    
    
    123.8 Quorum
    
    
    133.9 Waiver of Notice or Consent of Absent Shareholders
    
    
    133.10 Action Without Meeting
    
    
    133.11 Proxies
    
    
    143.12 Inspectors of Election
    
    
    14ARTICLE IV
    
    
    15DIRECTORS
    
    
    154.1 Power
    
    
    154.2 Number, Tenure and Qualifications
    
    
    154.3 Nomination of Directors
    
    
    164.4 Place of Meeting
    
    
    174.5 Organization Meeting
    
    
    174.6 Regular Meeting
    
    
    174.7 Special Meetings
    
    
    17
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TABLE OF CONTENTS
 Page4.8 Entry of Notice
    
    
    174.9 Waiver of Notice
    
    
    184.10 Adjournment
    
    
    184.11 Notice of Adjournment
    
    
    184.12 Quorum
    
    
    184.13 Fees and Compensation
    
    
    184.14 Action Without Meeting
    
    
    184.15 Independent Directors
    
    
    194.16 Additional Duties of the Directors
    
    
    204.17 Removal of Director
    
    
    204.18 Vacancies
    
    
    214.19 Committees
    
    
    214.20 Fiduciary Relationship
    
    
    214.21 Delegation of Authority
    
    
    214.22 Listing of Shares
    
    
    224.23 Abstention from Voting
    
    
    22ARTICLE V
    
    
    23OFFICERS
    
    
    235.1 Officers
    
    
    235.2 Election
    
    
    235.3 Subordinate Officers
    
    
    235.4 Removal and Resignation
    
    
    235.5 Vacancies
    
    
    235.6 Chairman of the Board
    
    
    235.7 President
    
    
    245.8 Vice Presidents, Directors and Executive Directors
    
    
    245.9 Secretary
    
    
    245.10 Assistant Secretaries
    
    
    245.11 Treasurer
    
    
    245.12 Assistant Treasurers
    
    
    25
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TABLE OF CONTENTS
 PageARTICLE VI
    
    
    25SHARES OF STOCK
    
    
    256.1 Shareholder Suitability Standards
    
    
    256.2 Registration of Ownership of Shares
    
    
    266.3 Transfer of Shares
    
    
    276.4 Disclosures by Shareholders, Redemption of Shares
    
    
    286.5 Right to Refuse to Transfer the Shares
    
    
    286.6 Lost or Destroyed Certificate
    
    
    286.7 Dividends to Shareholders
    
    
    296.8 ERISA Limitations
    
    
    296.9 Repurchase of Shares on Open Market
    
    
    30ARTICLE VII
    
    
    30EMPLOYMENT OF ADVISOR, LIMITATION ON EXPENSES AND LEVERAGE
    
    
    307.1 Employment of Advisor
    
    
    307.2 Term
    
    
    317.3 Other Activities of Advisor
    
    
    317.3A Abstention from Voting
    
    
    327.4 Limitation on Organization, Offering and Acquisition Fees and Expenses
    
    
    327.5 Limitation on Operating Expenses
    
    
    327.6 Limitations on Real Estate Brokerage Commissions on Resale of Property
    
    
    337.7 Limitation on Incentive Fee
    
    
    33ARTICLE VIII
    
    
    33RESTRICTIONS ON INVESTMENTS AND ACTIVITIES
    
    
    338.1 Restrictions
    
    
    338.2 Appraisal of Real Property
    
    
    358.3 Roll-Up Transaction
    
    
    36ARTICLE IX
    
    
    37TRANSACTIONS WITH AFFILIATES; REQUIREMENTS OF SPONSOR,
    
    
    379.1 Transactions with Affiliates
    
    
    379.2 Restriction of Duties and Liabilities
    
    
    389.3 Persons Dealing with Directors or Officers
    
    
    399.4 Reliance
    
    
    399.5 Income Tax Status
    
    
    39
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TABLE OF CONTENTS
 PageARTICLE X
    
    
    39INDEMNIFICATION
    
    
    3910.1 Restrictions on Indemnification
    
    
    3910.2 Effect of Securities Law on Indemnification
    
    
    4010.3 Insurance
    
    
    40ARTICLE XI
    
    
    41MISCELLANEOUS
    
    
    4111.1 Competing Program
    
    
    4111.2 Corporate Seal
    
    
    4111.3 Inspection of Bylaw
    
    
    4111.4 Inspection of Corporate Records
    
    
    4111.5 Voting Rights of Shareholders
    
    
    4211.6 Checks,
Drafts, Etc.
    
    
    4211.7 Contracts, Etc., How Executed
    
    
    4211.8 Representation of Shares of Other Corporations
    
    
    4311.9 Annual Report
    
    
    4311.10 Provisions of the Bylaws in Conflict with Law or Regulation
    
    
    4311.11 Voluntary Dissolution
    
    
    4411.12 Reduction of Restricted Capital
    
    
    4411.13 Retained Earnings
    
    
    4411.14 Source of Dividends
    
    
    4411.15 Dividend
    
    
    4411.16 Shareholder Liability
    
    
    4411.17 Requirement of Sponsor
    
    
    45ARTICLE XII
    
    
    45AMENDMENTS TO BYLAWS
    
    
    4512.1 Amendments to the Bylaws
    
    
    45
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ARTICLE I
 Name
 Nature of Company
 Bylaws
 Definitions
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ARTICLE II
 Principal Office
 Registered Office
 Other Offices
 Fiscal Year
 ARTICLE III
 Place of Meeting
 Annual Meetings
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Special Meetings
 Notice; Affidavit of Notice
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Record Date for Shareholder Notice, Voting and Giving Consents
    Adjourned Meetings: Notice
  Voting at Meetings of Shareholders
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Quorum
  Waiver of Notice or Consent of Absent Shareholders
 Action Without Meeting
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Proxies
   Inspectors of Election
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ARTICLE IV
 Power
  Number, Tenure and Qualifications
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Nomination of Directors
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Place of Meeting
 Organization Meeting
 Regular Meeting
 Special Meetings
  Entry of Notice
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Waiver of Notice
 Adjournment
 Notice of Adjournment
 Quorum
 Fees and Compensation
 Action Without Meeting
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Independent Directors
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Additional Duties of the Directors
 Removal of Director
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Vacancies
 Committees
 Fiduciary Relationship
 Delegation of Authority
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Listing of Shares
 Abstention from Voting
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ARTICLE V
 Officers
 Election
 Subordinate Officers
 Removal and Resignation
  Vacancies
 Chairman of the Board
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President
 Vice Presidents, Directors and Executive Directors
 Secretary
   Assistant Secretaries
 Treasurer
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Assistant Treasurers
 ARTICLE VI
 Shareholder Suitability Standards th
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Registration of Ownership of Shares
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Transfer of Shares
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Disclosures by Shareholders, Redemption of Shares
 Right to Refuse to Transfer the Shares
 Lost or Destroyed Certificate
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Distributions to Shareholders
   ERISA Limitations
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Repurchase of Shares on Open Market
 ARTICLE VII
 Employment of Advisor
   -30-




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Term
 Other Activities of Advisor
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Abstention from Voting
 Limitation on Organization, Offering and Acquisition Fees and Expenses
 Limitation on Operating Expenses
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Limitations on Real Estate Brokerage Commissions on Resale of Property
 Limitation on Incentive Fee
 ARTICLE VIII
 Restrictions
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Appraisal of Real Property
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Roll-Up Transaction
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ARTICLE IX
 Transactions with Affiliates
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Restriction of Duties and Liabilities
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Persons Dealing with Directors or Officers
   Reliance
 Income Tax Status
 ARTICLE X
 Restrictions on Indemnification
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Effect of Securities Law on Indemnification
 Insurance
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ARTICLE XI
 Competing Program
 Corporate Seal
 Inspection of Bylaws
 Inspection of Corporate Records
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Voting Rights of Shareholders
 Checks, Drafts, Etc
 Contracts, Etc., How Executed
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Representation of Shares of Other Corporations
 Annual Report
 Provisions of the Bylaws in Conflict with Law or Regulation
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Voluntary Dissolution
 Reduction of Restricted Capital
 Retained Earnings
 Source of Distributions
 Distribution
 Shareholder Liability
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Requirement of Sponsor
 ARTICLE XII
 Amendments to the Bylaws
  -45-