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                                                                     Exhibit 3.2

                           AMENDED AND RESTATED BYLAWS

                                       OF

                            PRENTISS PROPERTIES TRUST

                                a Maryland trust

                                  (the "Trust")

                        (adopted as of February 13, 2002)

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                                TABLE OF CONTENTS
                                -----------------

<TABLE>
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                                                                                                               Page
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<S>                                                                                                             <C>
Article I OFFICES................................................................................................1
     Section 1.      PRINCIPAL OFFICE............................................................................1
     Section 2.      ADDITIONAL OFFICES..........................................................................1
     Section 3.      FISCAL AND TAXABLE YEARS....................................................................1

Article II MEETINGS OF SHAREHOLDERS..............................................................................1
     Section 1.      PLACE.......................................................................................1
     Section 2.      ANNUAL MEETING..............................................................................1
     Section 3.      SPECIAL MEETINGS............................................................................3
     Section 4.      NOTICE......................................................................................4
     Section 5.      SCOPE OF NOTICE.............................................................................4
     Section 6.      ORGANIZATION................................................................................4
     Section 7.      QUORUM......................................................................................5
     Section 8.      VOTING......................................................................................5
     Section 9.      PROXIES.....................................................................................5
     Section 10.     VOTING OF SHARES BY CERTAIN HOLDERS.........................................................5
     Section 11.     INSPECTORS..................................................................................6
     Section 12.     REPORTS TO SHAREHOLDERS.....................................................................6
     Section 13.     NOMINATIONS AND SHAREHOLDER BUSINESS........................................................7
     Section 14.     INFORMAL ACTION BY SHAREHOLDERS.............................................................9
     Section 15.     VOTING BY BALLOT............................................................................9

Article III TRUSTEES.............................................................................................9
     Section 1.      GENERAL POWERS: QUALIFICATIONS; TRUSTEES HOLDING
                     OVER........................................................................................9
     Section 2.      ANNUAL AND REGULAR MEETINGS.................................................................9
     Section 3.      SPECIAL MEETINGS............................................................................9
     Section 4.      NOTICE......................................................................................9
     Section 5.      QUORUM.....................................................................................10
     Section 6.      VOTING.....................................................................................10
     Section 7.      TELEPHONE MEETINGS.........................................................................10
     Section 8.      INFORMAL ACTION BY TRUSTEES................................................................10
     Section 9.      VACANCIES..................................................................................11
     Section 10.     COMPENSATION...............................................................................11
     Section 11.     REMOVAL OF TRUSTEES........................................................................11
     Section 12.     LOSS OF DEPOSITS...........................................................................11
     Section 13.     SURETY BONDS...............................................................................11
     Section 14.     RELIANCE...................................................................................11
     Section 15.     NUMBER AND QUALIFICATIONS..................................................................11
     Section 16.     INTERESTED TRUSTEE TRANSACTIONS............................................................12
</TABLE>

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<TABLE>
<S>                                                                                                             <C>
Article IV COMMITTEES...........................................................................................12
     Section 1.      NUMBER, TENURE AND QUALIFICATIONS; VACANCIES...............................................12
     Section 2.      POWERS.....................................................................................12
     Section 3.      MEETINGS...................................................................................12
     Section 4.      TELEPHONE MEETINGS.........................................................................13
     Section 5.      INFORMAL ACTION BY COMMITTEES..............................................................13

Article V OFFICERS..............................................................................................13
     Section 1.      GENERAL PROVISIONS.........................................................................13
     Section 2.      REMOVAL AND RESIGNATION....................................................................13
     Section 3.      VACANCIES..................................................................................13
     Section 4.      CHIEF EXECUTIVE OFFICER....................................................................14
     Section 5.      CHIEF OPERATING OFFICER....................................................................14
     Section 6.      CHIEF FINANCIAL OFFICER....................................................................14
     Section 7.      CHAIRMAN AND VICE CHAIRMAN OF THE BOARD....................................................14
     Section 8.      PRESIDENT..................................................................................14
     Section 9.      VICE PRESIDENTS............................................................................14
     Section 10.     SECRETARY..................................................................................15
     Section 11.     TREASURER..................................................................................15
     Section 12.     ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.............................................15
     Section 13.     SALARIES...................................................................................15

Article VI CONTRACTS, LOANS, CHECKS AND DEPOSITS................................................................15
     Section 1.      CONTRACTS..................................................................................15
     Section 2.      CHECKS AND DRAFTS..........................................................................16
     Section 3.      DEPOSITS...................................................................................16

Article VII SHARES..............................................................................................16
     Section 1.      CERTIFICATES...............................................................................16
     Section 2.      TRANSFERS..................................................................................16
     Section 3.      REPLACEMENT CERTIFICATE....................................................................17
     Section 4.      CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.........................................17
     Section 5.      STOCK LEDGER...............................................................................17
     Section 6.      FRACTIONAL SHARES; ISSUANCE OF UNITS.......................................................18

Article VIII DISTRIBUTIONS......................................................................................18
     Section 1.      AUTHORIZATION..............................................................................18
     Section 2.      CONTINGENCIES..............................................................................18

Article IX SEAL.................................................................................................18
     Section 1.      SEAL.......................................................................................18
     Section 2.      AFFIXING SEAL..............................................................................18

Article X INDEMNIFICATION AND ADVANCE FOR EXPENSES..............................................................19

Article XI WAIVER OF NOTICE.....................................................................................20

Article XII AMENDMENT OF BYLAWS.................................................................................20
</TABLE>

                                       ii

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<TABLE>
<S>                                                                                                             <C>
Article XIII MISCELLANEOUS......................................................................................20
</TABLE>

                                       iii

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                            PRENTISS PROPERTIES TRUST
                            -------------------------

                           AMENDED AND RESTATED BYLAWS
                           ---------------------------

                                    ARTICLE I

                                     OFFICES


     Section 1 PRINCIPAL OFFICE. The principal office of the Trust shall be
               ----------------
located at such place or places as the Trustees may designate.

     Section 2 ADDITIONAL OFFICES. The Trust may have additional offices at such
               ------------------
places as the Trustees may from time to time determine or the business of the
Trust may require.

     Section 3 FISCAL AND TAXABLE YEARS. The fiscal and taxable years of the
               ------------------------
Trust shall begin on January 1 and end on December 31.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section 1 PLACE. All meetings of shareholders shall be held at the
               -----
principal office of the Trust or at such other place within the United States as
shall be stated in the notice of the meeting.

     Section 2 ANNUAL MEETING.
               --------------

     (a) 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
during the month of May of each year, after the delivery of the annual report,
referred to in Section 12 of this Article II, at a convenient location and on
proper notice, on a date and at the time set by the Trustees. Failure to hold an
annual meeting does not invalidate the Trust's existence or affect any otherwise
valid acts of the Trust.

     (b) Shareholder Requested Special Meetings.
         --------------------------------------

          (1) Any shareholder of record seeking to have shareholders request a
special meeting shall, by sending written notice to the secretary (the "Record
Date Request Notice") by registered mail, return receipt requested, request the
Board of Trustees to fix a record date to determine the shareholders entitled to
request a special meeting (the "Request Record Date"). The Record Date Request
Notice shall set forth the purpose of the meeting and the matters proposed to be
acted on at it, shall be signed by one or more shareholders of record as of the
date

                                        1

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of signature (or their duly authorized agents), shall bear the date of signature
of each such shareholder (or other agent) and shall set forth all information
relating to each such shareholder that must 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
Regulation 14A (or any successor provision) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Rule 14a-11 (or any successor
provision) thereunder. Upon receiving the Record Date Request Notice, the Board
of Trustees may fix a Request Record Date. The Request Record Date shall not
precede and shall not be more than ten days after the close of business on the
date on which the resolution fixing the Request Record Date is adopted by the
Board of Trustees. If the Board of Trustees, within ten days after the date on
which a valid Record Date Request Notice is received, fails to adopt a
resolution fixing the Request Record Date and make a public announcement of such
Request Record Date, the Request Record Date shall be the close of business on
the tenth day after the first date on which the Record Date Request Notice is
received by the secretary.

          (2) In order for any shareholder to request a special meeting, one or
more written requests for a special meeting signed by shareholders of record (or
their duly authorized agents) as of the Request Record Date entitled to cast not
less than a majority (the "Special Meeting Percentage") of all of the votes
entitled to be cast at such meeting (the "Special Meeting Request") shall be
delivered to the secretary. In addition, the Special Meeting Request shall set
forth the purpose of the meeting and the matters proposed to be acted on at it
(which shall be limited to the matters set forth in the Record Date Request
Notice received by the secretary), shall bear the date of signature of each such
shareholder (or other agent) signing the Special Meeting Request, shall set
forth the name and address, as they appear in the Trust's books, of each
shareholder signing such request (or on whose behalf the Special Meeting Request
is signed) and the class and number of shares of beneficial interest of the
Trust which are owned of record and beneficially by each such shareholder, shall
be sent to the secretary by registered mail, return receipt requested, and shall
be received by the secretary within 60 days after the Request Record Date. Any
requesting shareholder may revoke his, her or its request for a special meeting
at any time by written revocation delivered to the secretary.

          (3) The requesting shareholders shall pay all costs of preparing and
mailing the notice of meeting (including the Trust's proxy materials) and any
other notices required under these Bylaws. The secretary shall inform the
requesting shareholders of the estimation of such costs. The secretary shall not
be required to call a special meeting upon shareholder request and such meeting
shall not be held unless, in addition to the documents required by paragraph (2)
of this Section 3(b), the secretary receives payment from such requesting
shareholder of such reasonably estimated cost prior to the preparation and
mailing of any notice of the meeting.

          (4) Except as provided in the next sentence, any special meeting shall
be held at such place, date and time as may be designated by the president,
chief executive officer or Board of Trustees, whoever has called the meeting. In
the case of any special meeting called by the secretary upon the request of
shareholders (a "Shareholder Requested Meeting"), such meeting shall be held at
such place, date and time as may be designated by the Board of Trustees;
provided, however, that the date of any Shareholder Requested Meeting shall be
not more than 90 days after the record date for such meeting (the "Meeting
Record Date"); and provided further that if the Board of Trustees fails to
designate, within ten days after the date that

                                        2

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a valid Special Meeting Request is actually received by the secretary (the
"Delivery Date"), a date and time for a Shareholder Requested Meeting, then such
meeting shall be held at 2:00 p.m. local time on the 90th day after the Meeting
Record Date or, if such 90th day is not a Business Day (as defined below), on
the first preceding Business Day; and provided further that in the event that
the Board of Trustees fails to designate a place for a Shareholder Requested
Meeting within ten days after the Delivery Date, then such meeting shall be held
at the principal executive offices of the Trust. In fixing a date for any
special meeting, the president, chief executive officer or Board of Trustees may
consider such factors as he, she or it deems relevant within the good faith
exercise of business judgment, including, without limitation, the nature of the
matters to be considered, the facts and circumstances surrounding any request
for a meeting and any plan of the Board of Trustees to call an annual meeting or
a special meeting. In the case of any Shareholder Requested Meeting, if the
Board of Trustees fails to fix a Meeting Record Date that is a date within 30
days after the Delivery Date, then the close of business on the 30th day after
the Delivery Date shall be the Meeting Record Date.

          (5) If at any time as a result of written revocations of requests for
the special meeting, shareholders of record (or their duly authorized agents) as
of the Request Record Date entitled to cast less than the Special Meeting
Percentage shall have delivered and not revoked requests for a special meeting,
the secretary may refrain from mailing the notice of the meeting or, if the
notice of the meeting has been mailed, the secretary may revoke the notice of
the meeting at any time before ten days before the meeting if the secretary has
first sent to all other requesting shareholders written notice of such
revocation and of the intention to revoke the notice of the meeting. Any request
for a special meeting received after a revocation by the secretary of a notice
of a meeting shall be considered a request for a new special meeting.

          (6) The chairman of the Board of Trustees, the president or the Board
of Trustees may appoint regionally or nationally recognized independent
inspectors of elections to act as the agent of the Trust for the purpose of
promptly performing a ministerial review of the validity of any purported
Special Meeting Request received by the secretary. For the purpose of permitting
the inspectors to perform such review, no such purported request shall be deemed
to have been delivered to the secretary until the earlier of (i) three Business
Days after receipt by the secretary of such purported request and (ii) such date
as the independent inspectors certify to the Trust that the valid requests
received by the secretary represent at least a majority of the issued and
outstanding shares of beneficial interest that would be entitled to vote at such
meeting. Nothing contained in this paragraph (6) shall in any way be construed
to suggest or imply that the Trust or any shareholder shall not be entitled to
contest the validity of any request, whether during or after such three Business
Day period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto, and
the seeking of injunctive relief in such litigation).

          (7) For purposes of these Bylaws, "Business Day" shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Texas are authorized or obligated by law or executive order to close.

     Section 3 SPECIAL MEETINGS. The chairman of the board or the president or
               ----------------
one-third of the Trustees may call special meetings of the shareholders. Special
meetings of shareholders shall also be called by the secretary upon the written
request of the holders of shares

                                        3

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entitled to cast not less than a majority of all the votes entitled to be cast
at such meeting. Such request shall state the purpose of such meeting and the
matters proposed to be acted on at such meeting. The secretary shall inform such
shareholders of the reasonably estimated cost of preparing and mailing notice of
the meeting and, upon payment by such shareholders to the Trust of such costs,
the secretary shall give notice to each shareholder entitled to notice of the
meeting. Unless requested by shareholders entitled to cast a majority of all the
votes entitled to be cast at such meeting, a special meeting need not be called
to consider any matter which is substantially the same as a matter voted on at
any meeting of the shareholders held during the preceding twelve months.

     Section 4 NOTICE. Not less than ten nor more than 90 days before each
               ------
meeting of shareholders, the secretary shall give to each shareholder entitled
to vote at such meeting and to each shareholder not entitled to vote who is
entitled to notice of the meeting written or printed notice stating the time and
place of the meeting and, in the case of a special meeting or as otherwise may
be required by any statute, the purpose for which the meeting is called, either
by mail or by presenting it to such shareholder personally or by leaving it at
his residence or usual place of business. If mailed, such notice shall be deemed
to be given when deposited in the United States mail addressed to the
shareholder at his post office address as it appears on the records of the
Trust, with postage thereon prepaid.

     Section 5 SCOPE OF NOTICE. 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 Trustees.

     Section 6 ORGANIZATION. At every meeting of the shareholders, the Chairman
               ------------
of the Board, if there be one, shall conduct the meeting or, in the case of
vacancy in office or absence of the Chairman of the Board, one of the following
officers present shall conduct the meeting in the order stated: the Vice
Chairman of the Board, if there be one, the President, the Vice Presidents in
their order of rank and seniority, or a Chairman chosen by the shareholders
entitled to cast a majority of the votes which all shareholders present in
person or by proxy are entitled to cast, shall act as Chairman, and the
Secretary, or, in his absence, an assistant secretary, or in the absence of both
the Secretary and assistant secretaries, a person appointed by the Chairman
shall act as Secretary. 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; and (g) recessing or adjourning the meeting to a
later date and time and place announced at the meeting. Unless otherwise
determined by the chairperson of the meeting, meetings of shareholders shall not
be required to be held in accordance with the rules of parliamentary procedure
or any established rules of order.

                                        4

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     Section 7 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 shareholders entitled to
vote at such meeting, present in person or by proxy, shall have the power to
adjourn the meeting from time to time to a date not more than 120 days after the
original record date without notice other than announcement at the meeting. 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.

     Section 8 VOTING. A plurality of all the votes cast at a meeting of
               ------
shareholders duly called and at which a quorum is present shall be sufficient to
elect a Trustee. Each share may be voted for as many individuals as there are
Trustees to be elected and for whose election the share is entitled to be voted.
A majority of the votes cast at a meeting of shareholders duly called and at
which a quorum is present shall be sufficient to approve any other matter which
may properly come before the meeting, unless more than a majority of the votes
cast is required herein or by statute or by the Declaration of Trust. Unless
otherwise provided in the Declaration, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.

     Section 9 PROXIES. A shareholder may cast the votes entitled to be cast by
               -------
the shares owned of record by him, either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the Trust before or at the time of
the meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

     Section 10 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 board of such corporation or other entity or 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 name as such fiduciary, either in
person or by proxy.

     Shares of the Trust directly or indirectly owned by it shall not be voted
at any meeting and shall not be counted in determining the total number of
outstanding shares entitled to be voted at any given time, unless they are held
by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.

     The Trustees may adopt by resolution a procedure by which a shareholder may
certify in writing to the Trust that any shares registered in the name of the
shareholder are held for the account of a specified person other than the
shareholder. The resolution shall set forth the class of shareholders who may
make the certification, the purpose for which the certification may be

                                        5

<PAGE>

made, the form of certification and the information to be contained in it; if
the certification is with respect to a record date or closing of the share
transfer books, the time after the record date or closing of the share transfer
books within which the certification must be received by the Trust; and any
other provisions with respect to the procedure which the Trustees consider
necessary or desirable. On receipt of such certification, the person specified
in the certification shall be regarded as, for the purposes set forth in the
certification, the shareholder of record of the specified shares in place of the
shareholder who makes the certification.

     Notwithstanding any other provision contained herein or in the Declaration
of Trust or these Bylaws, Title 3, Subtitle 7 of the Corporations and
Associations Article of the Annotated Code of Maryland (or any successor
statute) shall not apply to any acquisition by any person of shares of
beneficial interest of the Trust. This Section may be repealed, in whole or in
part, at any time, whether before or after an acquisition of control shares and,
upon such repeal, may, to the extent provided by any successor bylaw, apply to
any prior or subsequent control share acquisition.

     Section 11 INSPECTORS. At any meeting of shareholders, the chairman of the
                ----------
meeting may, or upon the request of any shareholder shall, appoint one or more
persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders.

     Each report of an inspector shall be in writing and signed by him 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 12 REPORTS TO SHAREHOLDERS.
                -----------------------

     (a) The Trustees shall submit to the shareholders at or before the annual
meeting of shareholders a report of the business and operations of the Trust
during such fiscal year, containing a balance sheet and a statement of income
and surplus of the Trust, accompanied by the certification of an independent
certified public accountant, and such further information as the Trustees may
determine is required pursuant to any law or regulation to which the Trust is
subject. Within the earlier of 20 days after the annual meeting of shareholders
or 120 days after the end of the fiscal year of the Trust, the Trustees shall
place the annual report on file at the principal office of the Trust and with
any governmental agencies as may be required by law and as the Trustees may deem
appropriate.

     (b) Not later than 45 days after the end of each of the first three
quarterly periods of each fiscal year, the Trustees shall deliver or cause to be
delivered an interim report to the shareholders containing unaudited financial
statements for such quarter and for the period from the beginning of the fiscal
year to the end of such quarter, and such further information as the Trustees
may determine is required pursuant to any law or regulation to which the Trust
is subject.

                                        6

<PAGE>

     Section 13. NOMINATIONS AND SHAREHOLDER BUSINESS.
                 ------------------------------------

     (a)  Annual Meetings of Shareholders.
          -------------------------------

          (1) Nominations of persons for election to the Board of Trustees and
the proposal of business to be considered by the shareholders may be made at an
annual meeting of shareholders (i) pursuant to the Trust's notice of meeting,
(ii) by or at the direction of the Trustees or (iii) by any shareholder of the
Trust who was a shareholder of record at the time of giving of notice provided
for in this Section 13(a), who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section 13(a).

          (2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of
this Section 13, the shareholder must have given timely notice thereof in
writing to the secretary of the Trust and such business must otherwise be a
proper matter for action by shareholders. To be timely, a shareholder's notice
shall be delivered to the secretary at the principal executive offices of the
Trust not less than 120 days nor more than 150 days prior to the first
anniversary of the date of mailing of the notice for the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the 150th day prior to the date of mailing of the
notice for such annual meeting and not later than the close of business on the
later of the 120th day prior to the date of mailing of the notice for such
annual meeting or the tenth day following the day on which public announcement
of the date of mailing of the notice for such meeting is first made by the
Trust. In no event shall the public announcement of a postponement of the
mailing of the notice for such annual meeting or of an adjournment or
postponement of an annual meeting to a later date or time commence a new time
period for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth (i) as to each person whom the shareholder
proposes to nominate for election or reelection as a Trustee all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Trustees, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a Trustee if elected); (ii) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
shareholder and of the beneficial owner, if any, on whose behalf the proposal is
made; and (iii) as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made, (x) the name
and address of such shareholder, as they appear on the Trust's books, and of
such beneficial owner and (y) the number of each class of shares of the Trust
which are owned beneficially and of record by such shareholder and such
beneficial owner.

          (3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 13 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 naming all of the nominees for Trustee or specifying the
size of the increased Board of Trustees made by the Trust at least 100 days
prior to the first anniversary of the date of mailing of the notice for the
preceding year's annual meeting, a shareholder's notice required by this Section
13(a) shall also be considered

                                        7

<PAGE>

timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the secretary at the principal executive
offices of the Trust not later than the close of business on the tenth day
following the day on which such public announcement is first made by the Trust.

     (b) Special Meetings of Shareholders. Except as provided in Section 5, only
         --------------------------------
such business shall be conducted at a special meeting of shareholders as shall
have been brought before the meeting pursuant to the Trust's notice of meeting.
Nominations of persons for election to the Board of Trustees may be made at a
special meeting of shareholders at which Trustees are to be elected (i) pursuant
to he Trust's notice of meeting or (ii) by or at the direction of the Board of
Trustees or (iii) provided that the Board of Trustees has determined that
Trustees shall be elected at such special meeting, by any shareholder of the
Trust who was a shareholder of record at the time of giving of notice provided
for in this Section 13(b) and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 13(b). 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 a person or persons (as the case may
be) for election to such position as specified in the Trust's notice of meeting,
if the shareholder's notice containing the information required by paragraph
(a)(2) of this Section 13 shall be delivered to the secretary at the principal
executive offices of the Trust not earlier than the 150th day prior to such
special meeting and not later than the close of business on the later of the
120th day prior to such special meeting or the tenth 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. In no
event shall the public announcement of a postponement or adjournment of a
special meeting to a later date or time commence a new time period for the
giving of a shareholder's notice as described above.

     (c)  General.
          -------

          (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 13 shall be eligible to serve as Trustees
and only such business shall be conducted at a meeting of shareholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 13. The presiding officer of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Section 13 and, if any proposed nomination or business is not in
compliance with this Section 13, to declare that such defective nomination or
proposal be disregarded.

          (2) For purposes of this Section 13, (i) the "date of mailing of the
notice" shall mean the date of the proxy statement for the solicitation of
proxies for the election of Trustees and (ii) "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable news service or in a document publicly filed by the Trust
with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d)
of the Exchange Act.

          (3) Notwithstanding the foregoing provisions of this Section 13, a
shareholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the

                                        8

<PAGE>

rules and regulations thereunder with respect to the matters set forth in this
Section 13. Nothing in this Section 13 shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Trust's proxy statement
pursuant to Rule 14a-8 under the Exchange Act. Nothing in this Section 13 shall
be deemed to affect any right of the Trust to omit a shareholder proposal from
the Trust's proxy statement under the Exchange Act, including without limitation
nominations of persons for election to the Board of Trustees and business to be
brought before the shareholders at an annual or special meeting of shareholders.

     Section 14. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
                 -------------------------------
permitted to be taken at a meeting of shareholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by each
shareholder entitled to vote on the matter and any other shareholder entitled to
notice of a meeting of shareholders (but not to vote thereat) has waived in
writing any right to dissent from such action, and such consent and waiver are
filed with the minutes of proceedings of the shareholders.

     Section 15. VOTING BY BALLOT. Voting on any question or in any election may
                 ----------------
be viva voce unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

                                  ARTICLE III

                                    TRUSTEES

     Section 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. All powers of the Trust may be exercised by or under
authority of the Board of Trustees, except as conferred on or reserved to the
shareholders by statute or by the Declaration of Trust or Bylaws. A Trustee
shall be an individual at least 21 years of age who is not under legal
disability. In case of failure to elect Trustees at an annual meeting of the
shareholders, the Trustees holding over shall continue to direct the management
of the business and affairs of the Trust until their successors are elected and
qualify.

     Section 2. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Trustees
                ---------------------------
shall be held immediately after and at the same place as the annual meeting of
shareholders, no notice other than this Bylaw being necessary. 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.

     Section 3. SPECIAL MEETINGS. Special meetings of the Trustees may be called
                ----------------
by or at the request of the chairman of the board or the president or by a
majority of the Trustees then in office. The person or persons authorized to
call special meetings of the Trustees may fix any place, either within or
without the State of Maryland, as the place for holding any special meeting of
the Trustees called by them.

     Section 4. NOTICE. Notice of any special meeting shall be given by written
                ------
notice delivered personally, telegraphed or mailed to each Trustee at his
business or residence address.

                                        9

<PAGE>

Personally delivered or telegraphed notices shall be given at least two days
prior to the meeting. Notice by mail shall be given at least five days prior to
the meeting. Telephone or facsimile-transmission notice shall be given at least
24 hours prior to the meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail properly addressed, with postage
thereon prepaid. If given by telegram, such notice shall be deemed to be given
when the telegram is delivered to the telegraph company. 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.
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 5. QUORUM. A majority of the entire Board of 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 said
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 must also include a majority
of such group.

     The Trustees present at a meeting which has been duly called and convened
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Trustees to leave less than a quorum.

     Section 6. VOTING.
                ------

     (a) Except as provided in subsection (b) of this Section 6, the action of
the majority of the Trustees present at a meeting at which a quorum is present
shall be the action of the Trustees, unless the concurrence of a greater
proportion is required for such action by applicable statute.

     (b) Notwithstanding anything in these Bylaws to the contrary, any action
pertaining to any transaction involving the Trust, including the purchase, sale,
lease, or mortgage of any real estate asset or any other transaction, in which a
Trustee or officer of the Trust, or any Affiliate (as defined in the Declaration
of Trust of the Trust) of any of the foregoing persons, has any direct or
indirect interest other than solely as a result of his status as a Trustee,
officer, or shareholder of the Trust, must be approved by a majority of the
Trustees, including a majority of the Independent Trustees (as defined in the
Declaration of Trust), even if the Independent Trustees constitute less than a
quorum.

     Section 7. 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.

     Section 8. INFORMAL ACTION BY TRUSTEES. 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

                                       10

<PAGE>

Trustees shall individually or collectively consent in writing to such action.
Such written consent shall be filed with the minutes of proceedings of the
Trustees 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 9. VACANCIES. 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 two Trustees
remain). Any vacancy (including a vacancy created by an increase in the number
of Trustees) shall be filled, at any regular meeting or at any special meeting
called for that purpose, by a majority of the remaining Trustees even if the
remaining Trustees do not constitute a quorum. Any individual so elected as
Trustee shall hold office for the unexpired term of the Trustee he is replacing.

     Section 10. COMPENSATION. Trustees shall not receive any stated salary for
                 ------------
their services as Trustees but, by resolution of the Trustees, may receive a
fixed sum of cash and/or common shares of beneficial interest of the Trust (or
options to acquire shares) per year and/or per meeting and for any service or
activity they performed or engaged in as Trustees. 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; but nothing herein contained shall be construed to
preclude any Trustees from serving the Trust in any other capacity and receiving
compensation therefor.

     Section 11. REMOVAL OF TRUSTEES. The shareholders may, at any time, remove
                 -------------------
any Trustee in the manner provided in the Declaration of Trust.

     Section 12. LOSS OF DEPOSITS. No Trustee shall be liable for any loss which
                 ----------------
may occur by reason of the failure of the bank, trust company, savings and loan
association, or other institution with whom moneys or shares have been
deposited.

     Section 13. SURETY BONDS. Unless required by law, no Trustee shall be
                 ------------
obligated to give any bond or surety or other security for the performance of
any of his duties.

     Section 14. RELIANCE. Each Trustee, officer, employee and agent of the
                 --------
Trust shall, in the performance of his duties with respect to the Trust, be
fully justified and protected with regard to any act or failure to act in
reliance in good faith upon the books of account or other records of the Trust,
upon an opinion of counsel or upon reports made to the Trust by any of its
officers or employees or by the adviser, accountants, appraisers or other
experts or consultants selected by the Trustees or officers of the Trust,
regardless of whether such counsel or expert may also be a Trustee.

     Section 15. NUMBER AND QUALIFICATIONS. The number of Trustees of the Trust
                 -------------------------
shall not be less than three (3) nor more than nine (9). The Trustees shall be
classified, with respect to the terms for which they severally hold office, into
separate classes, if and in the manner prescribed in the Trust's Declaration of
Trust. At any regular meeting or at any special meeting called for that purpose,
at least 80% of the members of the Board of Trustees shall establish, increase
or decrease the number of Trustees, provided that the number thereof shall

                                       11

<PAGE>

never be less than required by Maryland law and further provided that the tenure
of office of a Trustee shall not be affected by any decrease in the number of
Trustees. Trustees need not be shareholders of the Trust.

     Section 16. INTERESTED TRUSTEE TRANSACTIONS. Section 2-419 of the Maryland
                 -------------------------------
General Corporation Law (the "MGCL") 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.

                                   ARTICLE IV

                                   COMMITTEES

     Section 1. NUMBER, TENURE AND QUALIFICATIONS; VACANCIES. The Board of
                --------------------------------------------
Trustees may appoint from among its members an Executive Committee and other
committees comprised of two or more Trustees. A majority of the members of any
committee so appointed shall be Independent Trustees. The Board of Trustees
shall appoint an audit committee comprised of not less than three members, all
of whom are Independent Trustees.

     Notice of committee meetings shall be given in the same manner as notice
for special meetings of the Board of Trustees.

     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 alternative members to replace any absent or
disqualified member, or to dissolve any such committee.

     Section 2. POWERS. The Trustees may delegate to committees appointed under
                ------
Section 1 of this Article any of the powers of the Trustees, except as
prohibited by law.

     Section 3. MEETINGS. In the absence of any member of any such committee,
                --------
the members thereof present at any meeting, whether or not they constitute a
quorum, may appoint another Trustee to act in the place of such absent member.

     One-third, but not less than two, of the members of any committee shall be
present in person at any meeting of such committee in order to constitute a
quorum for the transaction of business at such meeting, and the act of a
majority present shall be the act of such committee. The Board of Trustees may
designate a chairman of any committee, and such chairman or any two members 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 such
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 such absent or disqualified
members; provided, however, that in the event of the absence or disqualification
of an Independent Trustee, such appointee shall be an Independent Trustee.

                                       12

<PAGE>

     Each committee shall keep minutes of its proceedings and shall report the
same to the Board of Trustees at the meeting next succeeding, and any action by
the committees 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. TELEPHONE MEETINGS. Members of a committee of the 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.

     Section 5. INFORMAL ACTION BY 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 each member of the
committee and such written consent is filed with the minutes of proceedings of
such committee.

                                    ARTICLE V

                                    OFFICERS

     Section 1. GENERAL PROVISIONS. The officers of the Trust may consist of a
                ------------------
chairman of the board, a vice chairman of the board, one or more chief operating
officers, a president, one or more vice presidents, a treasurer, one or more
assistant treasurers, a secretary, and one or more assistant secretaries. In
addition, the Trustees may from time to time appoint such other officers with
such powers and duties as they shall deem necessary or desirable. The officers
of the Trust shall be elected annually by the Trustees at the first meeting of
the Trustees held after each annual meeting of shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his
successor is elected and qualified or until his 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 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 such 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 resignation to the Trustees,
the chairman of the board, the president or the secretary. Any resignation shall
take effect at any time subsequent to the 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. Such resignation shall be
without prejudice to the contract rights, if any, of the Trust.

     Section 3. VACANCIES. A vacancy in any office may be filled by the Trustees
                ---------
for the balance of the term.

                                       13

<PAGE>

     Section 4. CHIEF EXECUTIVE OFFICER. The Trustees may designate a chief
                -----------------------
executive officer from among the 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 the vice chairman of the
board, the chief executive officer shall preside over the meetings of the
Trustees and of the shareholders at which he shall be present.

     Section 5. CHIEF OPERATING OFFICER. The Trustees may designate one or more
                -----------------------
chief operating officers from among the elected officers. Said officer will have
the responsibilities and duties as set forth by the Trustees.

     Section 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 7. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The chairman of the
                ---------------------------------------
board shall preside over the meetings of the Trustees and of the shareholders at
which he shall be present and shall in general oversee all of the business and
affairs of the Trust. In the absence of the chairman of the board, the vice
chairman of the board shall preside at such meetings at which he shall be
present. The chairman and the vice chairman of the board may execute any deed,
mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Trustees or by these
Bylaws to some other officer or agent of the Trust or shall be required by law
to be otherwise executed. The chairman of the board and the vice chairman of the
board shall perform such other duties as may be assigned to him or them by the
Trustees.

     Section 8. PRESIDENT. In the absence of the chairman, the vice chairman of
                ---------
the board and the chief executive officer, the president shall preside over the
meetings of the Trustees and of the shareholders at which he shall be present.
In the absence of a designation of a chief executive officer by the Trustees,
the president shall be the chief executive officer and shall be ex officio a
member of all committees that may, from time to time, be constituted by the
Trustees. The president may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Trustees or by these Bylaws to some other officer or agent of
the Trust or shall be required by law to be otherwise executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the Trustees from time to time.

     Section 9. VICE PRESIDENTS. In the absence of the president or in the event
                ---------------
of a vacancy in such office, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated at the time
of their election or, in the absence of any designation, then in the order of
their election) shall perform the duties of the president and when so acting
shall have all the powers of and be subject to all the restrictions upon the
president; and shall perform such other duties as from time to time may be
assigned to him by the president or by the Trustees. The Trustees may designate
one or more vice presidents as executive vice president or as vice president for
particular areas of responsibility.

                                       14

<PAGE>

     Section 10. SECRETARY. The secretary 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; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) have general charge of the share
transfer books of the Trust; and (f) in general perform such other duties as
from time to time may be assigned to him by the chief executive officer, the
president or by the Trustees.

     Section 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 designated by the Trustees.

     He shall disburse the funds of the Trust as may be ordered by the Trustees,
taking proper vouchers for such disbursements, and shall render to the president
and Trustees, at the regular meetings of the Trustees or whenever they may
require it, an account of all his transactions as treasurer and of the financial
condition of the Trust.

     If required by the Trustees, he shall give the Trust a bond in such sum and
with such surety or sureties as shall be satisfactory to the Trustees for the
faithful performance of the duties of his office and for the restoration to the
Trust, in case of his death, resignation, retirement or removal from office, of
all books, papers, vouchers, moneys and other property of whatever kind in his
possession or under his control belonging to the Trust.

     Section 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
president or the Trustees. The assistant treasurers shall, if required by the
Trustees, give bonds for the faithful performance of their duties in such sums
and with such surety or sureties as shall be satisfactory to the Trustees.

     Section 13. SALARIES. The salaries of the officers shall be fixed from time
                 --------
to time by the Trustees and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Trustee.

                                   Article VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1. CONTRACTS. The Trustees may authorize any officer or agent 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 one or more of the Trustees or by an authorized person shall be
valid and binding upon the Trustees and upon the Trust when authorized or
ratified by action of the Trustees.

                                       15

<PAGE>

     Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the
                -----------------
payment of money, notes or other evidences of indebtedness issued in the name of
the Trust shall be signed by such officer or officers, agent or agents of the
Trust in such manner as shall from time to time be determined by the Trustees.

     Section 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 Trustees may designate.

                                  Article VII

                                     SHARES

     Section 1. CERTIFICATES. Each shareholder shall be entitled to a
                ------------
certificate or certificates which shall represent and certify the number of
shares of each class of beneficial interests held by him in the Trust. Each
certificate 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. Each certificate representing shares
which are restricted as to their transferability or voting powers, which are
preferred or limited as to their dividends or as to their allocable portion of
the assets upon liquidation or which are redeemable at the option of the Trust,
shall have a statement of such restriction, limitation, preference or redemption
provision, .or a summary thereof, plainly stated on the certificate. In lieu of
such statement or summary, the Trust may set forth upon the face or back of the
certificate a statement that the Trust will furnish to any shareholder, upon
request and without charge, a full statement of such information.

     Section 2. TRANSFERS. Certificates shall be treated as negotiable, and
                ---------
title thereto and to the shares they represent shall be transferred by delivery
thereof to the same extent as those of a Maryland stock corporation. No
transfers of shares of the Trust shall be made if (i) void ab initio pursuant to
                                                           -- ------
any provision of the Declaration of Trust or (ii) the Board of Trustees,
pursuant to any provision of the Declaration of Trust, shall have refused to
permit the transfer of such shares. Permitted transfers of shares of the Trust
shall be made on the share records of the Trust only upon the instruction of the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent or
transfer clerk, and upon surrender of the certificate or certificates, if
issued, for such shares properly endorsed or accompanied by a duly executed
share transfer power and the payment of all taxes thereon. Upon surrender to the
Trust or the transfer agent of the Trust of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, as to any transfers not prohibited by any provision of
the Declaration of Trust or by action of the Board of Trustees thereunder, it
shall be the duty of the

                                       16

<PAGE>

Trust to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

     Section 3. REPLACEMENT CERTIFICATE. 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,
the officer designated by the Trustees may, in his discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or the owner's legal representative to advertise the same
in such manner as he shall require and/or to give bond, with sufficient surety,
to the Trust to indemnify it against any loss or claim which may arise as a
result of the issuance of a new certificate.

     Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. 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
purpose. Such date, in any case, shall not be prior to the close of business on
the day the record date is fixed and shall be not more than 90 days and, in the
case of a meeting of shareholders not less than ten days, before the date on
which the meeting or particular action requiring such determination of
shareholders of record is to be held or taken.

     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 ten days before the date of such meeting.

     If no record date is fixed and the share transfer books are not closed for
the determination of shareholders, (a) 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 (b) 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.

     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, except when (i) the determination has been
made through the closing of the transfer books and the stated period of closing
has expired or (ii) the meeting is adjourned to a date more than 120 days after
the record date fixed for the original meeting, in either of which case a new
record date shall be determined as set forth herein.

     Section 5. STOCK LEDGER. The Trust shall maintain at its principal office
                ------------
or at the office of its counsel, accountants or transfer agent, an original or
duplicate share ledger containing the name and address of each shareholder and
the number of shares of each class held by such shareholder.

                                       17

<PAGE>

     Section 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. The Trustees may issue
                ------------------------------------
fractional shares or provide for the issuance of scrip, all on such terms and
under such conditions as they may determine. Notwithstanding any other provision
of the Declaration of Trust or these Bylaws, the Trustees may issue units
consisting of different securities of the Trust. Any security issued in a unit
shall have the same characteristics as any identical securities issued by the
Trust, except that the Trustees may provide that for a specified period
securities of the Trust issued in such unit may be transferred on the books of
the Trust only in such unit.

                                  Article VIII

                                  DISTRIBUTIONS

     Section 1. AUTHORIZATION. Dividends and other distributions upon the shares
                -------------
of the Trust may be authorized and declared by the Trustees, subject to the
provisions of law and the Declaration of Trust. Dividends may be paid in cash,
property or shares of the Trust, subject to the provisions of law and the
Declaration of Trust.

     Section 2. CONTINGENCIES. Before payment of any dividends, there may be set
                -------------
aside out of any funds of the Trust available for dividends such sum or sums as
the Trustees may from time to time, in their absolute discretion, think proper
as a reserve fund for contingencies, for equalizing dividends, for repairing or
maintaining any property of the Trust or for such other purpose as the Trustees
shall determine to be in the best interest of the Trust, and the Trustees may
modify or abolish any such reserve in the manner in which it was created.

                                   Article IX

                                      SEAL

     Section 1. SEAL. The Trustees may authorize the adoption of a seal by the
                ----
Trust. The seal shall have inscribed thereon the name of the Trust and the year
of its formation. The Trustees may authorize one or more duplicate seals and
provide for the custody thereof.

     Section 2. AFFIXING SEAL. Whenever the Trust is required to place 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.

                                       18

<PAGE>

                                    Article X

                    INDEMNIFICATION AND ADVANCE FOR EXPENSES

     To the maximum extent permitted by Maryland law in effect from time to
time, the Trust, without requiring a preliminary determination of the ultimate
entitlement to indemnification, shall indemnify (a) any Trustee, officer or
shareholder or any former Trustee, officer or shareholder (including among the
foregoing, for all purposes of this Article X and without limitation, any
individual who, while a Trustee, officer or shareholder and at the express
request of the Trust, serves or has served another corporation, partnership,
joint venture, trust, employee benefit plan or any other enterprise as a
director, officer, shareholder, partner or trustee of such corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise)
who has been successful, on the merits or otherwise, in the defense of a
proceeding to which he was made a party by reason of service in such capacity,
against reasonable expenses incurred by him in connection with the proceeding,
(b) any Trustee or officer or any former Trustee or officer against any claim or
liability to which he may become subject by reason of such status unless it is
established that (i) his act or omission was material to the matter giving rise
to the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, (ii) he actually received an improper personal benefit in
money, property or services or (iii) in the case of a criminal proceeding, he
had reasonable cause to believe that his act or omission was unlawful and (c)
each shareholder or former shareholder against any claim or liability to which
he may become subject by reason of such status. In addition, the Trust shall pay
or reimburse, in advance of final disposition of a proceeding, reasonable
expenses incurred by a Trustee, officer or shareholder or former Trustee,
officer or shareholder made a party to a proceeding by reason such status,
provided that, in the case of a Trustee or officer, the Trust shall have
received (i) a written affirmation by the Trustee or officer of his good faith
belief that he has met the applicable standard of conduct necessary for
indemnification by the Trust as authorized by these Bylaws and (ii) a written
undertaking by or on its behalf to repay the amount paid or reimbursed by the
Trust if it shall ultimately be determined that the applicable standard of
conduct was not met. The Trust may, with the approval of its Trustees, provide
such indemnification or payment or reimbursement of expenses to any Trustee,
officer or shareholder or any former Trustee, officer or shareholder who served
a predecessor of the Trust and to any employee or agent of the Trust or a
predecessor of the Trust. Neither the amendment nor repeal of this Article, nor
the adoption or amendment of any other provision of the Declaration of Trust or
these Bylaws inconsistent with this Article, shall apply to or affect in any
respect the applicability of this Article with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.

     Any indemnification or payment or reimbursement of the expenses permitted
by these Bylaws shall be furnished in accordance with the procedures provided
for indemnification or payment or reimbursement of expenses, as the case may be,
under Section 2-418 of the MGCL for directors of Maryland corporations. The
Trust may provide to Trustees, officers and shareholders such other and further
indemnification or payment or reimbursement of expenses, as the case may be, to
the fullest extent permitted by the MGCL, as in effect from time to time, for
directors of Maryland corporations.

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<PAGE>

                                   Article XI

                                WAIVER OF NOTICE

     Whenever any notice is required to be given pursuant to the Declaration of
Trust or Bylaws or pursuant to applicable law, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent 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, unless specifically required by
statute. The attendance of any person at any meeting shall constitute a waiver
of notice of such meeting, except where such person attends a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

                                   Article XII

                               AMENDMENT OF BYLAWS

     The Trustees shall have the exclusive power to adopt, alter or repeal any
provision of these Bylaws and to make new Bylaws; provided, however, that any
amendment to Article III, Section 6(b) and to the provisions of Article IV
relating to requirements that Independent Trustees serve on certain committees
shall require affirmative vote of at least a majority of shareholders entitled
to vote thereon.

                                  Article XIII

                                  MISCELLANEOUS

     All references to the Declaration of Trust shall include any amendments
thereto.

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