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                                                                     EXHIBIT 4.2

                              ARCHSTONE-SMITH TRUST
                                     BYLAWS

                       ARTICLE I. MEETINGS OF SHAREHOLDERS

         Section 1. Place. All meetings of shareholders ("Shareholders") of
Archstone-Smith 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.

         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
Shareholders. Requests by Shareholders 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 Shareholders of the reasonably
estimated cost of preparing and mailing notice of the meeting and, upon payment
to the Trust by such Shareholders of such costs, the Secretary shall give notice
of the meeting. Unless requested by the Shareholders 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 Shareholders held during the preceding twelve months. The
Board has the sole power to fix (i) the record date for determining shareholders
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 Shareholders shall
be deemed to be given when deposited in the United States mail addressed to the
Shareholder at his or her post office address as it appears on the records of
the Trust, with postage thereon prepaid.

         Section 5. Scope of Notice. Any business of the Trust may be transacted
at an annual meeting of Shareholders 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
Shareholders except as specifically designated in the notice.

         Section 6. Waiver of Notice. Whenever any notice of a meeting of
Shareholders 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 Shareholder or Shareholders 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 Shareholder at any
meeting shall constitute a waiver of notice of such meeting.

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         Section 7.  Organization. At every meeting of Shareholders, 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 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 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 Shareholders'
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 Shareholders, the presence in person or by proxy of Shareholders
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 Shareholders, the Shareholders 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 Shareholders 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 Shareholder may cast the votes entitled to be
cast by the shares ("Shares") of the Trust owned of record by him, either in
person or by proxy in any manner authorized by law, by the Shareholder 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 Shareholder 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 Shares by Certain Holders.

         (a) Shares Held by an Entity. Shares registered in the name of a
corporation, partnership, trust or other entity, if entitled to be voted, may be
voted by the president or a vice president, a general partner or trustee
thereof, as the case may be, or a proxy appointed by any of the foregoing
individuals, unless some other person who has been appointed to vote such Shares
pursuant to a bylaw or a resolution of the governing body of such corporation or
other entity or agreement of the partners of a partnership presents a certified
copy of such bylaw, resolution or

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agreement, in which case such person may vote such Shares. Any director or other
fiduciary may vote Shares registered in his or her name as such fiduciary,
either in person or by proxy.

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

         (d) Shares Held by the Trust. 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.

         (e) Certifications of Beneficial Ownership. The Board of Trustees (the
"Board") 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 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 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 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 Shareholder of record of the specified Shares in place of the
Shareholder who makes the certification.

         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

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

         Section 13. Nominations and Proposals by Shareholders.

         (a)      Annual Meetings of Shareholders.

                  (1)  Nominations of persons for election to the Board 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 a meeting,
(ii) by or at the direction of the Board or (iii) by any Shareholder of the
Trust who was a Shareholder 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 Shareholder pursuant to clause (iii) of paragraph
(a)(1) of this Section 12, the Shareholder 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 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 90 days nor more than 120 days prior to the first
anniversary of the date of the proxy statement released to shareholders in
connection with the preceding year's annual meeting of shareholders; 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 Shareholder 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 shareholders 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 shareholders 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 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 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

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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
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, (y) the number of Shares of each class of the Trust which
are owned beneficially and of record by such Shareholder and such beneficial
owner and (z) in the case of a nomination, (A) a description of all arrangements
or understandings between such Shareholder 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 Shareholder, (B) a representation that such
Shareholder 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 Shareholder 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 shareholders in connection with the preceding
year's annual meeting of shareholders, a Shareholder'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 Shareholders. 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 may be made at a special meeting of Shareholders 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
Shareholder of the Trust who was a Shareholder 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 Shareholders for the purpose of electing one or more Trustees
to the Board, 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 12 shall 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

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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 Shareholders 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 Shareholder 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 Shareholders 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 Shareholder
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
Shareholders, 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 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.

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         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.

         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

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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
shares 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 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 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, 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.

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       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 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.

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       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 Shareholders, 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
Shareholders 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.

       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
Shareholders and shall have such other functions, authority and duties as
customarily appertain

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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 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 Shareholders of the Trust and of the Board and shall perform
like duties for the standing committees

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when required. The Secretary shall give, or cause to be given, notice, if any,
of all meetings of the Shareholders 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.

       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.

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                           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 Shareholders 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.

                      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.

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       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 Shareholders 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. 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 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 Shares 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 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. If the Trust has authority to issue Shares 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 Shares
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
Shares 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

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<PAGE>

statement or summary, the certificate may state that the Trust will furnish a
full statement of such information to any Shareholder upon request and without
charge. If any class of Shares 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 Shareholder on
request and without charge.

       Section 2.    Transfers. Upon surrender to the Trust or the transfer
agent of the Trust of a Share 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 Shares 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 Shareholders entitled to notice of or to
vote at any meeting of Shareholders or determining Shareholders entitled to
receive payment of any dividend or the allotment of any other rights, or in
order to make a determination of Shareholders for any other proper purpose. 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 Shareholders not less than ten days, before the date on which the
particular action requiring such determination of Shareholders of record is to
be held or taken. In lieu of fixing a record date, the Board may provide that
the Share transfer books shall be closed for a stated period but not longer than
20 days.

       (b)    If Record Date Not Fixed. If no record date is fixed and the Share
transfer books are not closed for the determination of Shareholders, the record
date for the determination of Shareholders 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
Shareholders entitled to vote at any meeting of Shareholders has been made as
provided in the Declaration of

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<PAGE>

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)    Share Transfers After Record Date. Except where the Board fixes a
new record date for any adjourned meeting as provided above, any Shareholder who
was a Shareholder on the original record date shall be entitled to receive
notice of and to vote at a meeting of Shareholders 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 Shares, and no Shareholder becoming a
Shareholder 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.    Share 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. The
Trust shall be entitled to treat the holder of record of any Share as the holder
in fact thereof and, accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such Share or 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 Shares; Issuance of Units. The Board 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 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 Shares 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 and consistent with applicable law, apply to any
prior or subsequent control share acquisition.

                              ARTICLE IX. AMENDMENT

       These Bylaws may be altered, amended or repealed, and new Bylaws may be
adopted, at any meeting of the Board by vote of a majority of the Trustees,
subject to repeal or change by action of the Shareholders of the Trust entitled
to vote thereon.

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                                 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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