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                                                                     EXHIBIT 4.4

                         ARCHSTONE-SMITH OPERATING TRUST
                                     BYLAWS

                       ARTICLE I. MEETINGS OF SHAREHOLDERS

         Section 1. Place. All meetings of shareholders of Archstone-Smith
Operating Trust (the "Trust") 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. The shares of beneficial interest of the Trust are referred to
in these Bylaws as "Units" and the shareholders are referred to herein as
"Unitholders," in conformity with the Amended and Restated Declaration of Trust
of the Trust.

         Section 2. Annual Meetings.  Failure to hold an annual meeting does not
invalidate the Trust's existence or affect any otherwise valid acts of the
Trust.

         Section 3. Special Meetings. The Chairman of the Board, President,
Chief Executive Officer or Board of Trustees may call a special meeting of the
Unitholders. Requests by Unitholders for special meetings shall state the
purpose of such meeting and the matters proposed to be acted on at such meeting.
The Secretary shall inform the requesting Unitholders of the reasonably
estimated cost of preparing and mailing notice of the meeting and, upon payment
to the Trust by such Unitholders of such costs, the Secretary shall give notice
of the meeting. Unless requested by the Unitholders entitled to cast a majority
of 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 Unitholders held during the preceding twelve months. The
Board has the sole power to fix (i) the record date for determining Unitholders
entitled to notice of and to vote at the special meeting and (ii) the date, time
and place of the special meeting.

         Section 4. Notice. Notice of any meeting may be given in any manner
permitted by Maryland law. If mailed, notices of meetings of Unitholders shall
be deemed to be given when deposited in the United States mail addressed to the
Unitholder at his or her post office address as it appears on the records of the
Trust, with postage thereon prepaid.

         Section 5. Scope of Notice. Any business of the Trust may be transacted
at an annual meeting of Unitholders without being specifically designated in the
notice, except such business as is required by any statute to be stated in such
notice. No business shall be transacted at a special meeting of Unitholders
except as specifically designated in the notice.

         Section 6. Waiver of Notice. Whenever any notice of a meeting of
Unitholders is required to be given pursuant to the Trust's Declaration of Trust
(as amended, supplemented or restated from time to time, the "Declaration of
Trust") or these Bylaws or pursuant to applicable law, a waiver thereof in
writing, signed by the Unitholder or Unitholders 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



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waiver of notice, unless specifically required by statute. The attendance of any
Unitholder at any meeting shall constitute a waiver of notice of such meeting.

         Section 7.  Organization. At every meeting of Unitholders, the Chairman
of the Board, if there is one (or any Co-Chairman of the Board, if there is more
than one), shall conduct the meeting or, in the case of vacancy in office or
absence of the Chairman of the Board (or all Co-Chairmen of the Board), one of
the following officers present shall conduct the meeting in the order stated:
the President, the Managing Directors in their order of rank and seniority, the
Vice Presidents in their order of rank and seniority, or a chairman chosen by
the Unitholders entitled to cast a majority of the votes which all Unitholders
present in person or by proxy are entitled to cast, shall act as chairman, and
the Secretary, or, in his or her 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. At any Unitholders' meeting, the chairman
shall determine the construction or interpretation of these Bylaws, or any part
thereof, and the ruling of the chairman shall be final.

         Section 8.  Quorum. Unless otherwise provided in the Declaration of
Trust or these Bylaws, with respect to any matter to be considered at any
meeting of Unitholders, the presence in person or by proxy of Unitholders
entitled to cast a majority of all the votes entitled to be cast with respect to
such matter shall constitute a quorum. If a quorum is not present at any meeting
of the Unitholders, the Unitholders entitled to vote at such meeting, present in
person or by proxy, shall have the power to adjourn such meeting from time to
time to a date not more than 120 days after the original record date without
notice other than announcement at such meeting. At any 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. A plurality of all the
votes cast by Unitholders entitled to vote with respect to the election of
Trustees at a meeting duly called at which a quorum is present shall be
sufficient to elect a Trustee.

         Section 9.  Proxies. A Unitholder may cast the votes entitled to be
cast by the Units of the Trust owned of record by him, either in person or by
proxy in any manner authorized by law, by the Unitholder or by his or her duly
authorized attorney in fact. Such proxy shall be filed with the Secretary before
or at the time of the meeting. A Unitholder may authorize another person to act
as proxy by transmitting, or authorizing the transmission of, an authorization
by telegram, cablegram, datagram, electronic mail or any other electronic or
telephonic means to the person authorized to act as proxy or to any other person
authorized to receive the proxy authorization on behalf of the person authorized
to act as proxy, including a proxy solicitation firm or proxy support service
organization. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

         Section 10. Voting of Units by Certain Holders.

         (a) Units Held by an Entity. Units 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

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individuals, unless some other person who has been appointed to vote such Units
pursuant to a bylaw or a resolution of the governing body of such corporation or
other entity or agreement of the partners of a partnership presents a certified
copy of such bylaw, resolution or agreement, in which case such person may vote
such Units. Any director or other fiduciary may vote Units registered in his or
her name as such fiduciary, either in person or by proxy.

         (b) Units Held by Certain Persons. Units registered in the name of a
person adjudged incompetent may be voted and all rights incident thereto may be
exercised only by his guardian, in person or by proxy. Units registered in the
name of a deceased person may be voted and all rights incident thereto may be
exercised only by his executor or administrator, in person or by proxy. Units
registered in the name of a minor may be voted and all rights incident thereto
may be exercised by his guardian, in person or by proxy, or in the absence of
such representation by his guardian, by the minor, in person or by proxy,
whether or not the Trust has notice, actual or constructive, of the minority or
the appointment of a guardian, and whether or not a guardian has in fact been
appointed.

         (c) Units Held by Two or More Persons. Units registered in the names of
two or more persons shall be voted or represented in accordance with the vote or
consent of the majority of the persons in whose names the Units stand. If only
one such person is present in person or by proxy, he or she may vote all the
Units, and all the Units standing in the names of such persons are represented
for the purpose of determining a quorum. This procedure also applies to the
voting of Units by two or more administrators, executors, trustees or other
fiduciaries, unless the instrument or order of court appointing them otherwise
directs.

         (d) Units Held by the Trust. Units 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 Units 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 Units at any given time.

         (e) Certifications of Beneficial Ownership. The Board of Trustees (the
"Board") may adopt by resolution a procedure by which a Unitholder may certify
in writing to the Trust that any Units registered in the name of the Unitholder
are held for the account of a specified person other than the Unitholder. The
resolution shall set forth: the class of Unitholders who may make the
certification; the purpose for which the certification may be made; the form of
certification; the information to be contained in it; if the certification is
with respect to a record date or closing of the Unit transfer books, the time
after the record date or closing of the Unit transfer books within which the
certification must be received by the Trust; and any other provisions with
respect to the procedure which the Board considers 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 Unitholder
of record of the specified Units in place of the Unitholder who makes the
certification.

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         Section 11.  Inspectors. At any meeting of Unitholders, the chairman of
the meeting may, or upon the request of any Unitholder shall, appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of Units represented at the meeting based on 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 Unitholders. 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 Units represented at
the meeting and the results of the voting shall be prima facie evidence thereof.

         Section 12. Action Without Meetings. Any action required or permitted
to be taken at a meeting of Unitholders may be taken without a meeting if there
is filed with the records of Unitholders' meetings a unanimous written consent
which sets forth the action and is signed by each Unitholder entitled to vote on
the matter.

         Section 13.   Nominations and Proposals by Unitholders.

         (a)      Annual Meetings of Unitholders.

                  (1)  Nominations of persons for election to the Board and the
proposal of business to be considered by the Unitholders may be made at an
annual meeting of Unitholders (i) pursuant to the Trust's notice of a meeting,
(ii) by or at the direction of the Board or (iii) by any Unitholder of the Trust
who was a Unitholder of record at the time of the giving of notice provided for
in this Section 12(a) and at the time of the annual meeting, who is entitled to
vote at the meeting and who complied with the notice procedures set forth in
this Section 12(a).

                  (2)  For nominations or other business to be properly brought
before an annual meeting by a Unitholder pursuant to clause (iii) of paragraph
(a)(1) of this Section 12, the Unitholder must have given timely notice thereof
in writing to the Secretary and such nomination or other business must otherwise
be a proper matter for action by Unitholders. To be timely, a Unitholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Trust not less than 90 days nor more than 120 days prior to the first
anniversary of the date of the proxy statement released to Unitholders in
connection with the preceding year's annual meeting of Unitholders; provided,
however, that if the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary of the preceding year's
annual meeting, notice by the Unitholder to be timely must be so delivered (x)
not more than 120 days prior to the first anniversary of the date of the proxy
statement released to Unitholders in connection with the preceding year's annual
meeting nor less than 90 days prior to the first anniversary of the date of the
proxy statement released to Unitholders in connection with the preceding year's
annual meeting or (y) not later than the close of business on the tenth day
following the day on which public announcement of the date of such meeting is
first made by the Trust. Such Unitholder's notice shall set forth (i) as to each
person whom the Unitholder proposes to nominate for election or reelection

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as a Trustee all information relating to such person which 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 Securities Exchange
Act of 1934, as amended (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 which the Unitholder 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 Unitholder and of the
beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to
the Unitholder 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
Unitholder, as they appear on the Trust's books, and of such beneficial owner,
(y) the number of Units of each class of the Trust which are owned beneficially
and of record by such Unitholder and such beneficial owner and (z) in the case
of a nomination, (A) a description of all arrangements or understandings between
such Unitholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such Unitholder, (B) a representation that such Unitholder intends to appear in
person or by proxy at the meeting, if there is a meeting, to nominate the
persons named in its notice and (C) any other information relating to such
Unitholder that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for
election of Trustees pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder.

               (3)   Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 12 to the contrary, if the number of Trustees
to be elected to the Board is increased and there is no public announcement by
the Trust naming all of the nominees for Trustee or specifying the size of the
increased Board at least 100 days prior to the first anniversary of the date of
the proxy statement released to Unitholders in connection with the preceding
year's annual meeting of Unitholders, a Unitholder's notice required by this
Section 12(a) shall also be considered 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 Unitholders. Only such business shall be
conducted at a special meeting of Unitholders as shall have been brought before
the meeting pursuant to the Trust's notice of meeting. Nominations of persons
for election to the Board may be made at a special meeting of Unitholders at
which Trustees are to be elected (i) pursuant to the Trust's notice of meeting,
(ii) by or at the direction of the Board or (iii) provided that the Board has
determined that Trustees shall or may be elected at such special meeting, by any
Unitholder of the Trust who was a Unitholder of record both at the time of
giving of notice provided for in this Section 12(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 12(b). If the Trust calls a
special meeting of Unitholders for the purpose of electing one or more Trustees
to the Board, any such Unitholder 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 Unitholder's notice containing the information required by
paragraph (a)(2) of this Section 12 shall

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be delivered to the Secretary at the principal executive offices of the Trust
(A) not more than 120 days prior to such special meeting nor less than 90 days
prior to such special meeting or (B) not later than the close of business on 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 Board to be
elected at such meeting.

         (c)      General.

                  (1)   Only such persons who are nominated in accordance with
the procedures set forth in this Section 12 shall be eligible to serve as
Trustees and only such business shall be conducted at a meeting of Unitholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 12. The chairman 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 or proposed in accordance with the
procedures set forth in this Section 12 and, if any proposed nomination or
business is not in compliance with this Section 12, to declare that such
nomination or proposal shall be disregarded.

                  (2)   For purposes of this Section 12, "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 Section 13, 14
or 15(d) of the Exchange Act.

                  (3)   Notwithstanding the foregoing provisions of this Section
12, a Unitholder shall also comply with all applicable requirements of Maryland
law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 12. Nothing in this Section 12
shall be deemed to affect any rights of Unitholders to request inclusion of, nor
any rights of the Trust to omit, proposals in the Trust's proxy statement
pursuant to Rule 14a-8 under the Exchange Act.

         Section 14.    Voting by Ballot.  Voting on any question or in any
election  may be by voice unless the  presiding  officer shall order or any
Unitholder shall demand that voting be by ballot.

                              ARTICLE II. TRUSTEES

         Section 1.     Annual And Regular Meetings. An annual meeting of the
Board shall be held immediately after and at the same place as the annual
meeting of Unitholders, no notice other than this bylaw being necessary. The
Board may provide, by resolution, the time and place, either within or without
the State of Maryland, for the holding of regular meetings of the Board without
other notice than such resolution.

         Section 2.     Special Meetings. Special meetings of the Board may be
called by or at the request of the Chairman of the Board (or any Co-Chairman of
the Board, if there is more than one), the Chief Executive Officer or by a
majority of the Trustees then in office. The person or persons

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authorized to call special meetings of the Board may fix any place, either
within or without the State of Maryland, as the place for holding any special
meeting of the Board called by them.

         Section 3. Notice. Notice of any special meeting of the Board shall be
delivered personally or by telephone, facsimile transmission, United States mail
or courier to each Trustee at his or her business or residence address. Notice
by personal delivery, by telephone or a facsimile transmission 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 and shall be deemed to be given when deposited in the
United States mail properly addressed, with postage thereon prepaid. Telephone
notice shall be deemed to be 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 to be given upon completion of the transmission of the message
to the number given to the Trust by the Trustee and receipt of a completed
transmission indicating receipt. Neither the business to be transacted at, nor
the purpose of, any annual, regular or special meeting of the Board need be
stated in the notice, unless specifically required by statute or these Bylaws.

         Section 4. Waiver of Notice. Whenever any notice of a meeting of the
Board or any committee thereof is required to be given pursuant to the
Declaration of Trust or these Bylaws or pursuant to applicable law, a waiver
thereof in writing, signed by the Trustee or Trustees 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 Trustee at any meeting
shall constitute a waiver of notice of such meeting.

         Section 5. Organization. A majority of the Board may designate or elect
a Trustee to preside at Board meetings. In the absence of such designation or
election, the Chairman of the Board (or any Co-Chairman of the Board, if there
is more than one) or the Chief Executive Officer shall preside at Board
meetings; in his absence, the Trustees present at each meeting shall elect one
of the Trustees present as chairman. All rules of conduct adopted and used at
Board meetings shall be determined by the chairman, whose ruling on all
procedural matters shall be final.

         Section 6. Quorum. A majority of the Trustees shall constitute a quorum
for the transaction of business at any meeting of the Board of Trustees,
provided that if less than a quorum of Trustees is present at a meeting, a
majority of the Trustees present may adjourn the meeting from time to time
without further notice, and further provided 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 7. Voting at Meetings. Voting at Board meetings may be
conducted orally, by show of hands, or, if requested by any Trustee, by written
ballot. The results of all voting shall be recorded by the Secretary in the
minute book.

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         Section 8.  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 9.  Compensation. Trustees shall not receive any stated salary
for their services as Trustees but, by resolution of the Board, may receive
fixed sums per year and/or per meeting and/or per visit to real property owned
or to be acquired by the Trust 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 Board or of any
committee thereof and for their expenses, if any, in connection with each
property visit and any other service or activity they 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 10. Distributions. Dividends and other distributions upon the
Units of beneficial interest of the Trust may be authorized and declared by the
Trustees, subject to the provisions of law and the Declaration of Trust. In
determining the amount of any distribution, the Trustees may establish, modify,
and reverse such reserves for contingencies (including, without limitation, for
equalizing distributions, for property repair and maintenance, or for such other
purposes as the Trustees shall determine to be appropriate) as they shall
determine in good faith to be appropriate.

         Section 11. Investment Policy. Subject to the provisions of the
Declaration of Trust, the Board may from time to time adopt, amend, revise or
terminate any policy or policies with respect to investments by the Trust as it
shall deem appropriate in its sole discretion.

         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 Units 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 or her duties.

         Section 14. 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 fully justified and protected with regard to any act or failure to act in
reliance in good faith on the books of account or other records of the Trust, on
an opinion of counsel or on 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 Board or officers of the Trust, regardless of
whether such counsel or expert may also be a Trustee.

         Section 15. Certain Rights of Trustees, Officers, Employees And Agents.
The Trustees shall have no responsibility to devote their 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,

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employee or agent of any other person, or otherwise, may have business interests
and engage in business activities similar to or in addition to or in competition
with those of or relating to the Trust.

         Section 16. Duties of Trustees. Except to the extent that the Trustees
are subject to a different standard under Maryland law or the Declaration of
Trust, the Trustees shall perform their duties as Trustees or members of
committees of Trustees in accordance with Section 2-405.1 of the Maryland
General Corporation Law and may rely on information, opinions, reports, or
statements as contemplated by Section 2-405.1.

         Section 17. Presumption of Assent. A Trustee who is present at a
meeting of the Board of Trustees at which action on any matter is taken on
behalf of the Trust shall be presumed to have assented to such action unless
such Trustee announces his or her dissent at the meeting and (a) such Trustee's
dissent is entered into the minutes of the meeting, (b) such Trustee files his
or her written dissent to such action with the secretary of the meeting before
adjournment thereof, or (c) such Trustee forwards his or her written dissent, by
certified mail, return receipt requested, bearing a postmark from the United
States Postal Service, to the secretary of the meeting or the Secretary of the
Trust within 24 hours after the meeting is adjourned. Such right to dissent
shall not apply to a trustee who voted in favor of such action or failed to make
his or her dissent known at the meeting.

                             ARTICLE III. COMMITTEES

         Section 1.  Number, Tenure And Qualifications. The Board may appoint
from among its members an Executive Committee, an Audit Committee, an Executive
Compensation Committee, an Investment Committee and other committees, composed
of one or more Trustees, to serve at the pleasure of the Board.

         Section 2.  Meetings. Notice of committee meetings shall be given in
the same manner as notice for special meetings of the Board. A majority of the
members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The Board 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 meeting unless the Board shall otherwise provide. 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. Each committee shall keep minutes of its
proceedings.

         Section 3.  Telephone Meetings. Members of a committee of the Board 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 4.  Informal Action by Committees. Any action required or
permitted to be taken at any meeting of a committee of the Board may be taken
without a meeting, if a consent in

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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.

         Section 5. Vacancies. Subject to the provisions hereof, the Board 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 IV. OFFICERS

         Section 1. General Provisions. The officers of the Trust shall be
elected annually by the Board at the first meeting of the Board held after each
annual meeting of Unitholders, except that the Chairman of the Board (or any
Co-Chairman of the Board, if there is more than one) or the Chief Executive
Officer may appoint a President, a Chief Operating Officer, a Chief Financial
Officer, a Treasurer, a President of each division of the Trust, a Chairman of
each division of the Trust, and one or more Managing Directors, Vice Presidents,
Assistant Secretaries and Assistant Treasurers, or such other officers as the
Board, the Chairman of the Board or the Chief Executive Officer shall deem
proper. 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 may be held by the same person. In its discretion, the Board
may leave unfilled any office except that of Chairman of the Board (or
Co-Chairman of the Board, if there is more than one) and Secretary. Any two
offices except President and Vice President may be held concurrently by the same
person.

         Section 2. Resignation. Any officer of the Trust may resign at any time
by giving written notice of his or her resignation to the Board, the Chairman of
the Board (or any Co-Chairman of the Board, if there is more than one), the
Chief Executive Officer 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
Board for the balance of the term.

         Section 4. Chairman of The Board. The Chairman of the Board (or the
Co-Chairmen of the Board in the order of their election, if there is more than
one) shall also serve as the Chief Executive Officer and, as such, shall have
general supervision, direction and control of the business and affairs of the
Trust, subject to the control of the Board, shall preside at meetings of
Unitholders and shall have such other functions, authority and duties as
customarily appertain to the office of the chief executive of a business
corporation or as may be prescribed by the Board.

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         Section 5.  Chief Executive Officer. The Chief Executive Officer, if
elected, shall be the chief executive officer of the Trust and, as such, shall
have general supervision, direction and control of the business and affairs of
the Trust, subject to the control of the Board, shall preside at meetings of
Unitholders and shall have such other functions, authority and duties as
customarily appertain to the office of the chief executive of a business
corporation or as may be prescribed by the Board or the Chairman of the Board.

         Section 6.  President. The President shall have such functions,
authority and duties as may be prescribed by the Board or the Chairman of the
Board (or any Co-Chairman of the Board, if there is more than one).

         Section 7.  Managing Director. The Managing Director (or the Managing
Directors, if there is more than one), shall have such functions, authority and
duties, and shall have such additional descriptive designations in his or her
title (if any), as may be prescribed by the Board, the Chairman of the Board (or
any Co-Chairman of the Board, if there is more than one), the Chief Executive
Officer or the President.

         Section 8.  Chief Operating Officer. The Chief Operating Officer shall
have such functions, authority and duties, and have such additional descriptive
designations in his or her title (if any), as may be prescribed by the Board,
the Chairman of the Board (or any Co-Chairman of the Board, if there is more
than one), the Chief Executive Officer or the President.

         Section 9.  Chief Financial Officer. The Chief Financial Officer 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 Board
and shall perform such other duties as may be prescribed by the Board, the
Chairman of the Board (or any Co-Chairman of the Board, if there is more than
one), the Chief Executive Officer or the President.

         Section 10. President of a Division. Each President of a division of
the Trust shall have such functions, authority and duties, and shall have such
additional descriptive designations in his or her title (if any), as may be
prescribed by the Board, the Chairman of the Board (or any Co-Chairman of the
Board, if there is more than one), the Chief Executive Officer or the President.

         Section 11. Chairman of a Division. Each Chairman of a division of the
Trust shall have such functions, authority and duties, and shall have such
additional descriptive designations in his or her title (if any), as may be
prescribed by the Board, the Chairman of the Board (or any Co-Chairman of the
Board, if there is more than one), the Chief Executive Officer or the President.

         Section 12. Vice Presidents. Each Vice President shall have such
functions, authority and duties, and have such additional descriptive
designations in his or her title (if any), as may be

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prescribed by the Board, the Chairman of the Board (or any Co-Chairman of the
Board, if there is more than one), the Chief Executive Officer, the President or
any Managing Director.

         Section 13. Secretary. The Secretary shall keep a record of all
proceedings of the Unitholders of the Trust and of the Board and shall perform
like duties for the standing committees when required. The Secretary shall give,
or cause to be given, notice, if any, of all meetings of the Unitholders and
shall perform such other duties as may be prescribed by the Board, the Chairman
of the Board (or any Co-Chairman of the Board, if there is more than one), the
Chief Executive Officer or the President. The Secretary shall have custody of
the corporate seal of the Trust and the Secretary or, in the absence of the
Secretary, any Assistant Secretary shall have authority to affix the same to any
instrument requiring it and when so affixed it may be attested by the signature
of the Secretary or any Assistant Secretary. The Board may give general
authority to any other officer to affix the seal of the Trust and to attest such
affixing of the seal.

         Section 14. Assistant Secretary. The Assistant Secretary, or if there
is more than one, the Assistant Secretaries in the order determined by the Board
(or if there is no such determination, then in the order of their election),
shall, in the absence of the Secretary or if the Secretary is unable or refuses
to act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties as may from time to time be prescribed by the Board,
the Chairman of the Board (or any Co-Chairman of the Board, if there is more
than one), the Chief Executive Officer, the President or the Secretary.

         Section 15. Treasurer. The Treasurer shall have such functions,
authority and duties, and have such additional descriptive designations in his
or her title (if any), as may be prescribed by the Board, the Chairman of the
Board (or any Co-Chairman of the Board, if there is more than one), the Chief
Executive Officer or the President.

         Section 16. Assistant Treasurer. The Assistant Treasurer, or if there
is more than one, the Assistant Treasurers in the order determined by the Board
(or if there is no such determination, then in the order of their election),
shall, in the absence of the Treasurer or if the Treasurer is unable or refuses
to act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties as may from time to time be prescribed by the Board,
the Chairman of the Board (or any Co-Chairman of the Board, if there is more
than one), the Chief Executive Officer, the President or the Treasurer.

         Section 17. Salaries. The salaries and other compensation of the
officers shall be fixed from time to time by the Board and no officer shall be
prevented from receiving such salary or other compensation by reason of the fact
that he or she is also a Trustee.

         Section 18. Execution of Documents. A person who holds more than one
office in the Trust may not act in more than one capacity to execute,
acknowledge or verify an instrument required by law to be executed, acknowledged
or verified by more than one officer.

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         Section 19. Bonds. The Board may require any officer, agent or employee
of the Trust to give a bond to the Trust, conditioned on the faithful discharge
of his or her duties, with one or more sureties and in such amount as may be
satisfactory to the Board.

                           ARTICLE V. INDEMNIFICATION

          Section 1. Procedure. Any indemnification, or payment of expenses in
advance of the final disposition of any proceeding, shall be made promptly, and
in any event within 60 days, upon the written request of the Trustee or officer
entitled to seek indemnification (the "Indemnified Party"). The right to
indemnification and advances hereunder shall be enforceable by the Indemnified
Party in any court of competent jurisdiction, if (i) the Trust denies such
request, in whole or in part, or (ii) no disposition thereof is made within 60
days. The Indemnified Party's costs and expenses incurred in connection with
successfully establishing his or her right to indemnification, in whole or in
part, in any such action shall also be reimbursed by the Trust. It shall be a
defense to any action for advance of expenses that (a) a determination has been
made that the facts then known to those making the determination would preclude
indemnification or (b) the Trust has not received both (i) an undertaking as
required by law to repay such advances if it shall ultimately be determined that
the standard of conduct has not been met and (ii) a written affirmation by the
Indemnified Party of such Indemnified Party's good faith belief that the
standard of conduct necessary for indemnification by the Trust has been met.

         Section 2.  Exclusivity, Etc. The indemnification and advance of
expenses provided by the Declaration of Trust and these Bylaws shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or advance of expenses may be entitled under any law (common or statutory), or
any agreement, vote of Unitholders or disinterested Trustees or other provision
which is consistent with law, both as to action in his or her official capacity
and as to action in another capacity while holding office or while employed by
or acting as agent for the Trust, shall continue in respect of all events
occurring while a person was a Trustee or officer after such person has ceased
to be a Trustee or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of such person. All rights to indemnification and
advancement of expenses under the Declaration of Trust and these Bylaws shall be
deemed to be a contract between the Trust and each Trustee or officer of the
Trust who serves or served in such capacity at any time while such provisions
are in effect. Nothing herein shall prevent the amendment of these Bylaws,
provided that no such amendment shall diminish the rights of any person
hereunder with respect to events occurring or claims made before its adoption or
as to claims made after its adoption in respect of events occurring before its
adoption. Any repeal or modification of these Bylaws shall not in any way
diminish any rights to indemnification or advancement of expenses of such
Trustee or officer of the obligations of the Trust arising hereunder with
respect to events occurring, or claims made, while these Bylaws or any provision
hereof is in effect.

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                      ARTICLE VI. CONTRACTS AND ACCOUNTING

         Section 1. Contracts. The Board 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 on the Board and on the Trust when authorized or ratified by
action of the Board.

         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 agent of the Trust in such
manner as shall from time to time be determined by the Board.

         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 Board may designate.

         Section 4. Books and Records. The Trust shall keep correct and complete
books and records of its accounts and transactions and minutes of the
proceedings of its Unitholders and Board and of any executive or other committee
when exercising any of the powers of the Board. The books and records of the
Trust may be in written form or in any other form which can be converted within
a reasonable time into written form for visual inspection. Minutes shall be
recorded in written form but may be maintained in the form of a reproduction.
The original or a certified copy of the Bylaws shall be kept at the principal
office of the Trust.

         Section 5. Fiscal Year. The fiscal year of the Trust shall be the
twelve months ending December 31 in each year, unless otherwise provided by the
Board.

                               ARTICLE VII. UNITS

         Section 1. Certificates. Each Unitholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
Units of each class held by him or her in the Trust; provided, however, that the
Board may provide by resolution or resolutions that some or all of any class or
series of Units shall be uncertificated. Each certificate shall be signed by the
Chairman of the Board (or any Co-Chairman of the Board, if there is more than
one), 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 Units, 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 Units 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

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restriction, limitation, preference or redemption provision, or a summary
thereof, plainly stated on the certificate. If the Trust has authority to issue
Units of more than one class, the certificate shall contain on the face or back
a full statement or summary of the designations and any preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends and
other distributions, qualifications and terms and conditions of redemption of
each class of Units and, if the Trust is authorized to issue any preferred or
special class in series, the differences in the relative rights and preferences
between the Units of each series to the extent they have been set and the
authority of the Board to set the relative rights and preferences of subsequent
series. In lieu of such statement or summary, the certificate may state that the
Trust will furnish a full statement of such information to any Unitholder upon
request and without charge. If any class of Units is restricted by the Trust as
to transferability, the certificate shall contain a full statement of the
restriction or state that the Trust will furnish information about the
restrictions to the Unitholder on request and without charge.

         Section 2. Transfers. Upon surrender to the Trust or the transfer agent
of the Trust of a Unit certificate duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the Trust shall
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction on its books. Notwithstanding the
foregoing, transfers of Units of any class will be subject in all respects to
the Declaration of Trust and all of the terms and conditions contained therein.

         Section 3. Replacement Certificate. Any officer designated by the Board
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 Board may, in his or her 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 or she 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.

         (a) Fixing of Record Date. The Board may set, in advance, a record date
for the purpose of determining Unitholders entitled to notice of or to vote at
any meeting of Unitholders or determining Unitholders entitled to receive
payment of any dividend or the allotment of any other rights, or in order to
make a determination of Unitholders for any other proper 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 the
Unitholders not less than ten days, before the date on which the particular
action requiring such determination of Unitholders of record is to be held or
taken. In lieu of fixing a record date, the Board may provide that the Unit
transfer books shall be closed for a stated period but not longer than 20 days.

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         (b) If Record Date Not Fixed. If no record date is fixed and the Unit
transfer books are not closed for the determination of Unitholders, the record
date for the determination of Unitholders entitled to receive a 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 Board, declaring the dividend or
allotment of rights, is adopted.

         (c) Record Dates for Adjourned Meetings. When a determination of
Unitholders entitled to vote at any meeting of Unitholders has been made as
provided in the Declaration of Trust, such determination shall apply to any
adjournment thereof, except when the meeting is adjourned to a date more than
120 days after the record date fixed for the original meeting, in which case a
new record date shall be determined as set forth in the Declaration of Trust.

         (d) Unit Transfers After Record Date. Except where the Board fixes a
new record date for any adjourned meeting as provided above, any Unitholder who
was a Unitholder on the original record date shall be entitled to receive notice
of and to vote at a meeting of Unitholders or any adjournment thereof and to
receive a dividend or allotment of rights even though he or she has since such
date disposed of his or her Units, and no Unitholder becoming a Unitholder after
such date shall be entitled to receive notice of or to vote at such meeting or
any adjournment thereof or to receive such dividend or allotment of rights.

         Section 5. Unit Ledger. The Trust shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or duplicate Unit ledger containing the name and address of each
Unitholder and the number of Units of each class held by such Unitholder. The
Trust shall be entitled to treat the holder of record of any Unit as the holder
in fact thereof and, accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such Unit or on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Maryland.

         Section 6. Fractional Units; Issuance of Units. The Board may issue
fractional Units 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 to the contrary, the Board 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 Board 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. EXEMPTION FROM CONTROL SHARE ACQUISITION ACT

         The provisions of Title 3, Subtitle 7 of the Maryland General
Corporation Law (the Maryland Control Share Acquisition Act), or any successor
statute, shall not apply to any acquisition by any person of Units 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

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by any successor bylaw and consistent with applicable law, apply to any prior or
subsequent control share acquisition.

                              ARTICLE IX. AMENDMENT

         The Trustees shall have the exclusive power to adopt, alter or repeal
any provisions of these Bylaws.

                                 ARTICLE X. SEAL

         Section 1. Seal. The Board may adopt a suitable seal, bearing the name
of the Trust, which shall be in the charge of the Secretary. The Board may
authorize one or more duplicate seals and provide for the custody thereof.

         Section 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.

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