**AMERICAN
        COMMUNITY PROPERTIES TRUST**
 
 **AMENDED
        AND RESTATED BYLAWS**
 
 
 These
        Amended and Restated Bylaws of American Community Properties Trust are effective
        this 1 st day of
        January, 2005.
 
 **ARTICLE
        I**
 **OFFICES**
  Section 1. Principal
        Office .
        The
        principal office of the Trust shall be located in St. Charles,
        Maryland.
 
 Section
        2. Additional
        Offices .
        The
        Trust may have additional offices at such places as the Trustees may from
        time
        to time determine or the business of the Trust may require.
 
 Section
        3 *.* Fiscal
        and Taxable Years .
        The
        fiscal and taxable years of the Trust shall begin on January 1 and end on
        December 31 *.*
 
 
 **ARTICLE
        II**
 **MEETINGS
        OF SHAREHOLDERS**
 
 
 Section
        1. Place .
        All
        meetings of shareholders shall be held at the principal office of the Trust
        or
        at such other place within the United States as shall be stated in the Notice
        of
        the meeting.
 
 Section
        2. Meetings
        of Shareholders .
        Time
        and Place. The annual meeting of shareholders as provided in Article VII,
        Section 1 of the Declaration of Trust shall be held between March 1 and June
        30
        each year. The hour and location of each meeting shall be fixed by the Trustees
        and included in the Notice of the meeting. If for any reason the annual meeting
        is not held on the date herein provided, a subsequent meeting may be held
        in
        place thereof, and any business transacted or elections held at such meeting
        shall be as valid as if transacted or held at the annual meetings.
 
 Section
        3 *.* Special
        Meetings .
        The
        Chairman of the Board or the President or one-third of the Trustees may call
        special meetings of the shareholders. Special meetings of shareholders shall
        also be called by the Secretary upon the written request of the holders of
        shares entitled to cast not less than twenty-five percent (25%) of all the
        votes
        entitled to be cast at such meeting. Such request shall state the purpose
        of
        such meeting and the matters proposed to be acted on at such meting. The
        Secretary shall inform such shareholders of the reasonably estimated cost
        of
        preparing and mailing Notice of the meeting and, upon payment by such
        shareholders to the Trust of such costs, the Secretary shall give notice
        to each
        shareholder entitled to notice of the meeting. Unless requested by shareholders
        entitled to cast a majority of all the votes entitled to be cast at such
        meeting, a special meeting need not be called to consider any matter which
        is
        substantially the same as a matter voted on at any meeting of the shareholders
        held during the preceding twelve months.
 
 Section
        4. Notice .
        Not
        less than ten nor more than 90 days before each meeting of shareholders,
        the
        Secretary shall give to each shareholder entitled to vote at such meeting
        and to
        each shareholder not entitled to vote who is entitled to notice of the meeting
        written or printed notice stating the time and place of the meeting and,
        in the
        case of a special meeting or as otherwise may be required by any statute,
        the
        purpose for which the meeting is called, either by mail or by presenting
        it to
        such shareholder personally or by leaving it at his residence or usual place
        of
        business. If mailed, such notice shall be deemed to be given when deposited
        in
        the United States mail addressed to the shareholder at his post office address
        as it appears on the records of the Trust, with postage thereon
        prepaid.
 
 Section
        5. Scope
        of Notice .
        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. Organization .
        At
        every meeting of the shareholders, the Chairman of the Board, if there be
        one,
        shall conduct the meeting or, in the case of vacancy in office or absence
        of the
        Chairman of the Board, one of the following officers present shall conduct
        the
        meeting in the order stated: the Vice Chairman of the Board, if there be
        one,
        the President, the Vice Presidents in their order of rank and seniority,
        or a
        Chairman chosen by the shareholders entitled to cast a majority of the votes
        which all shareholders present in person or by proxy are entitled to cast,
        shall
        act as Chairman, and the Secretary, or, in his absence, an Assistant Secretary,
        or in the absence of both the Secretary and Assistant Secretary a person
        appointed by the Chairman shall act as Secretary.
 
 Section
        6. Quorum .
        At any
        meeting of shareholders, the presence in person or by proxy of shareholders
        entitled to cast a majority of all the votes entitled to be cast at such
        meeting
        shall constitute a quorum; but this Section shall not affect any requirement
        under any statute or the Declaration of Trust for the vote necessary for
        the
        adoption of any measure. If, however, such quorum shall not be present at
        any
        meeting of the shareholders, the shareholders entitled to vote at such meeting,
        present in person or by proxy, shall have the power to adjourn the meeting
        from
        time to time to a date not more than 120 days after the original record date
        without notice other than announcement at the meeting. At such adjourned
        meeting
        at which a quorum shall be present, any business may be transacted which
        might
        have been transacted at the meeting as originally notified.
 
 Section
        8. Voting .
        A
        plurality of all the votes cast at a meeting of shareholders duly called
        and at
        which a quorum is present shall be sufficient to elect a Trustee. A majority
        of
        the votes cast at a meeting of shareholders duly called and at which a quorum
        is
        present shall be sufficient to approve any other matter which may properly
        come
        before the meeting unless more than a majority of the votes cast is required
        herein or by statute or by the Declaration of Trust. Unless otherwise provided
        in the Declaration, each outstanding share, regardless of class, shall be
        entitled to one vote on each matter submitted to a vote at a meeting of
        shareholders.
 
 Section
        9. Proxies .
        A
        shareholder may cast the votes entitled to be cast by the shares owned of
        record
        by him, either in person or by proxy executed in writing by the shareholder
        or
        by his duly authorized attorney in fact. Such proxy shall be filed with the
        Secretary of the Trust before or at the time of the meeting. No proxy shall
        be
        valid after eleven months from the date of its execution, unless otherwise
        provided in the proxy.
 
 Section
        10. Voting
        of Shares by Certain Holders .
        Shares
        of the Trust registered in the name of a corporation, partnership, trust
        or
        other entity, if entitled to be voted, may be voted by the president or a
        vice
        president, a general partner or trustee thereof, as the case may be, or a
        proxy
        appointed by any of the foregoing individuals, unless some other person who
        has
        been appointed to vote such shares pursuant to a bylaw or a resolution of
        the
        governing board of such corporation or other entity or agreement of the partners
        of the partnership presents a certified copy of such bylaw, resolution or
        agreement, in which case such person may vote such shares. Any trustee or
        other
        fiduciary may vote shares registered in his name as such fiduciary, either
        in
        person or by proxy.
 
 Shares
        of
        the Trust directly or indirectly owned by it shall not be voted at any meeting
        and shall not be counted in determining the total number of outstanding shares
        entitled to be voted at any given time, unless they are held by it in a
        fiduciary capacity, in which case they may be voted and shall be counted
        in
        determining the total number of outstanding shares at any given
        time.
 
 Section
        11. Inspectors .
        At any
        meeting of shareholders, the Chairman of the meeting may, or upon the request
        of
        any shareholder shall, appoint one or more persons as inspectors for such
        meeting. Such inspectors shall ascertain and report the number of shares
        represented at the meeting based upon their determination of the validity
        and
        effect of proxies, count all votes, report the results and perform such other
        acts as are proper to conduct the election and voting with impartiality and
        fairness to all the shareholders.
 
 Each
        report of an inspector shall be in writing and signed by him or by a majority
        of
        them if there is more than one inspector acting at such meeting. If there
        is
        more than one inspector, the report of a majority shall be the report of
        the
        inspectors. The report of the inspector or inspectors on the number of shares
        represented at the meeting and the results of the voting shall be prima facie
        evidence thereof.
 
 Section
        12. Reports
        to Shareholders .
        The
        Trustees shall submit to the shareholders at or before the annual meeting
        of
        shareholders a report of the business and operations of the Trust during
        such
        fiscal year, containing a balance sheet and a statement of income and surplus
        of
        the Trust, accompanied by the certification of an independent certified public
        accountant, and such further information as the Trustees may determine is
        required pursuant to any law or regulation to which the Trust is subject.
        Within
        the earlier of 20 days after the annual meeting of shareholders or 120 days
        after the end of the fiscal year of the Trust, the Trustees shall place the
        annual report on file at the principal office of the Trust and with any
        governmental agencies as may be required by law and as the Trustees may deem
        appropriate.
 Section
        13.  Nominations
        and Shareholder Business.
 
 (a)
        Annual Meetings of Shareholders. (1) Nominations of persons for election
        to the
        Board of Trustees and the proposal of business to be considered by the
        shareholders may be made at an annual meeting of shareholders (i) ** pursuant
        to the Trust’s notice of meeting, (ii) by or at the direction of the Trustees or
        (iii) by any shareholder of the Trust who was a shareholder of record at
        the
        time of giving of notice provided for in this Section 13(a), who is entitled
        to
        vote at the meeting and who complied with the notice procedures set forth
        in
        this Section 13(a).
 
 (2)
        For
        nominations or other business to be properly brought before an annual meeting
        by
        a shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section
        13,
        the shareholder must have given timely notice thereof in writing to the
        Secretary of the Trust. To be timely, a shareholder’s notice shall be delivered
        to the Secretary at the principal executive offices of the Trust not less
        than
        60 days nor more than 90 days prior to the first anniversary of the preceding
        year’s annual meeting; provided, however, that in the event that the date of the
        annual meeting is advanced by more than 30 days or delayed by more than 60
        days
        from such anniversary date, notice by the shareholder to be timely must be
        so
        delivered not earlier than the 90th day prior to such annual meeting and
        not
        later than the close of business on the later of the 60th day prior to such
        annual meeting or the tenth day following the day on which public announcement
        of the date of such meeting is first made. Such shareholder’s notice shall set
        forth (i) as to each person whom the shareholder proposes to nominate for
        election or reelection as a Trustee all information relating to such person
        that
        is required to be disclosed in solicitations of proxies for election of
        Trustees, or is otherwise required, in each case pursuant to Regulation 14A
        under the 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 that the shareholder proposes to bring before the meeting, a brief
        description of the business desired to be brought before the meeting, the
        reasons for conducting such business at the meeting and any material interest
        in
        such business of such shareholder and of the beneficial owner, if any, on
        whose
        behalf the proposal is made; and (iii) as to the shareholder giving the notice
        and the beneficial owner, if any, on whose behalf the nomination or proposal
        is
        made, (x) the name and address of such shareholder, as they appear on the
        Trust’s books, and of such beneficial owner and (y) the number of each class of
        shares of the Trust which are owned beneficially and of record by such
        shareholder and such beneficial owner.
 
 (3)
        Notwithstanding anything in the second sentence of paragraph (a)(2) of this
        Section 13 to the contrary, in the event that the number of Trustees to be
        elected to the Board of Trustees is increased and there is no public
        announcement naming all of the nominees for Trustee or specifying the size
        of
        the increased Board of Trustees made by the Trust at least 70 days prior
        to the
        first anniversary of the preceding year’s annual meeting, a shareholder’s notice
        required by this Section 13(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 of Trustees 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 of Trustees or (iii) provided that the Board
        of
        Trustees has determined that Trustees shall be elected at such special meeting,
        by any shareholder of the Trust who was a shareholder of record at the time
        of
        giving of notice provided for in this Section 13(b) and at the time of the
        special meeting, who is entitled to vote at the meeting and who complied
        with
        the notice procedures set forth in this Section 13(b). In the event the Trust
        calls a special meeting of shareholders for the purpose of electing one or
        more
        Trustees to the Board of Trustees, any such shareholder may nominate a person
        or
        persons (as the case may be) for election to such position as specified in
        the
        Trust’s notice of meeting, if the shareholder’s notice containing the
        information required by paragraph (a)(2) of this Section 13 shall be delivered
        to the Secretary at the principal executive offices of the Trust not earlier
        than the 90th day prior to such special meeting and not later than the close
        of
        business on the later of the 60th day prior to such special meeting or the
        tenth
        day following the day on which public announcement is first made of the date
        of
        the special meeting and of the nominees proposed by the Trustees to be elected
        at such meeting.
 
 (c)
        General.
  (1)
        Only
        such persons who are nominated in accordance with the procedures set forth
        in
        this Section 13 shall be eligible to serve as Trustees and only such business
        shall be conducted at a meeting of shareholders as shall have been brought
        before the meeting in accordance with the procedures set forth in this Section
        13. The presiding officer of the meeting shall have the power and duty to
        determine whether a nomination or any business proposed to be brought before
        the
        meeting was made in accordance with the procedures set forth in this Section
        13
        and, if any proposed nomination or business is not in compliance with this
        Section 13, to declare that such defective nomination or proposal be
        disregarded.
 
 (2)  For
        purposes of this Section 13, “public announcement” shall mean disclosure in a
        press release reported by the Dow Jones News Service, Associated Press or
        comparable news service or in a document publicly filed by the Trust with
        the
        Securities and Exchange Commission pursuant to Sections 12, 14 or 15(d) of
        the
        Exchange Act.
 
 (3)  Notwithstanding
        the foregoing provisions of this Section 13, a shareholder shall also comply
        with all applicable requirements of state law and of the Exchange Act and
        the
        rules and regulations thereunder with respect to the matters set forth in
        this
        Section 13. Nothing in this Section 13 shall be deemed to affect any rights
        of
        shareholders to request inclusion of proposals in the Trust’s proxy statement
        pursuant to Rule 14a-8 under the Exchange Act.
 
 Section
        14. Informal
        Action by Shareholders .
        Any
        action required or permitted to be taken at a meeting of shareholders may
        be
        taken without a meeting if a consent in writing, setting forth such action,
        is
        signed by each shareholder entitled to vote on the matter and any other
        shareholder entitled to notice of a meeting of shareholders (but not to vote
        thereat) has waived in writing any right to dissent from such action, and
        such
        consent and waiver are filed with the minutes of proceedings of the
        shareholders.
 
 Section
        15. Voting
        by Ballot .
        Voting
        on any question or in any election may be viva voce unless the presiding
        officer
        shall order or any shareholder shall demand that voting be by
        ballot.
 
  **ARTICLE
        III**
 **TRUSTEES**
 
 
 Section
        1. General
        Powers: Qualifications: Trustees Holding Over .
        The
        business and affairs of the Trust shall be managed under the direction of
        its
        Board of Trustees. A Trustee shall be an individual at least 21 years of
        age who
        is not under legal disability. In case of failure to elect Trustees at an
        annual
        meeting of the shareholders, the Trustees holding over shall continue to
        direct
        the management of the business and affairs of the Trust until their successors
        are elected and qualify.
 
 Section
        2. Annual
        and Regular Meetings .
        An
        annual meeting of the Trustees shall be held immediately after and at the
        same
        place as the annual meeting of shareholders, no notice other than this Bylaw
        being necessary. The Trustees may provide, by resolution, the time and place,
        either within or without the State of Maryland, for the holding of regular
        meetings of the Trustees without other notice than such resolution.
 
 Section
        3. Special
        Meetings .
        Special
        meetings of the Trustees may be called by or at the request of the Chairman
        of
        the Board or the President or by a majority of the Trustees then in office.
        The
        person or persons authorized to call special meetings of the Trustees may
        fix
        any place, either within or without the State of Maryland, as the place for
        holding any special meeting of the Trustees called by them.
 
 Section
        4. Notice .
        Notice
        of any special meeting shall be given by written notice delivered personally,
        telegraphed or mailed to each Trustee at his business or residence address.
        Personally delivered or telegraphed notices shall be given at least two days
        prior to the meeting. Notice by mail shall be given at least five days prior
        to
        the meeting. Telephone or facsimile -transmission notice shall be given at
        least
        24 hours prior to the meeting. If mailed, such notice shall be deemed to
        be
        given when deposited in the United States mail properly addressed, with postage
        thereon prepaid. If given by telegram, such notice shall be deemed to be
        given
        when the telegram is delivered to the telegraph company. Telephone notice
        shall
        be deemed given when the Trustee is personally given such notice in a telephone
        call to which he is a party. Facsimile-transmission notice shall be deemed
        given
        upon completion of the transmission of the message to the number given to
        the
        Trust by the Trustee and receipt of a completed answer-back indicating receipt.
        Neither the business to be transacted at, nor the purpose of, any annual,
        regular or special meeting of the Trustees need be stated in the notice,
        unless
        specifically required by statute or these Bylaws.
 
 Section
        5. Quorum .
        A
        majority of the entire Board of Trustees shall constitute a quorum for
        transaction of business at any meeting of the Trustees, provided that, if
        less
        than a majority of such Trustees are present at said meeting, a majority
        of the
        Trustees present may adjourn the meeting from time to time without further
        notice, and provided further that if, pursuant to the Declaration of Trust
        or
        these Bylaws, the vote of a majority of a particular group of Trustees is
        required for action, a quorum must also include a majority of such
        group.
 The
        Trustees present at a meeting which has been duly called and convened may
        continue to transact business until adjournment, notwithstanding the withdrawal
        of enough Trustees to leave less than a quorum.
 
 Section
        6. Voting .
        (a)
        Except as provided in subsection (b) of this Section 6, the action of the
        majority of the Trustees present at a meeting at which a quorum is present
        shall
        be the action of the Trustees, unless the concurrence of a greater proportion
        is
        required for such action by applicable statute.
 
 (b)
        Notwithstanding anything in these Bylaws to the contrary, any action pertaining
        to any transaction involving the Trust, including the purchase, sale, lease,
        or
        mortgage of any real estate asset or any other transaction, in which a Trustee
        or officer of the Trust, or any Affiliate (as defined in the Declaration
        of
        Trust of the Trust) of any of the foregoing persons, has any direct or indirect
        interest other than solely as a result of his status as a Trustee, officer,
        or
        shareholder of the Trust, must be approved by a majority of the Independent
        Trustees (as defined in the Declaration of Trust), even if the Independent
        Trustees constitute less than a quorum.
 
 Section
        7. Telephone
        Meetings .
        Trustees may participate in a meeting by means of a conference telephone
        or
        similar communications equipment if all persons participating in the meeting
        can
        hear each other at the same time. Participation in a meeting by these means
        shall constitute presence in person at the meeting.
 
 Section
        8. Informal
        Action by Trustees .
        Any
        action required or permitted to be taken at any meeting of the Trustees may
        be
        taken without a meeting, if a consent in writing to such action is signed
        by
        each Trustee and such written consent is filed with the minutes of proceedings
        of the Trustees.
 
 Section
        9. Vacancies .
        If for
        any reason any or all the Trustees cease to be Trustees, such event shall
        not
        terminate the Trust or affect these Bylaws or the powers of the remaining
        Trustees hereunder (even if fewer than two Trustees remain). Any vacancy
        (excluding a vacancy created by the removal of a Trustee by shareholder vote)
        shall be filled, at any regular meeting or at any special meeting called
        for
        that purpose, by a majority of the remaining Trustees. Any individual so
        elected
        as Trustee shall hold office for the unexpired term of the Trustee he is
        replacing.
 
 Section
        10. Compensation .
        Trustees that are not employees of the Trust or any of its affiliates shall
        receive fees of $6,500.00 per quarter, $1,400.00 per meeting attended, and
        $500.00 per telephonic meeting. Additionally, the Trustee serving as Chairman
        of
        the Audit Committee shall receive an additional $1,400 per meeting for said
        services. Trustees may be reimbursed for expenses of attendance, if any,
        at each
        annual, regular or special meeting of the Trustees or of any committee thereof,
        and for their expenses, if any, in connection with each property visit and
        any
        other service or activity performed or engaged in as Trustees, but nothing
        herein contained shall be construed to preclude any Trustees from serving
        the
        Trust in any other capacity and receiving compensation therefor. Trustees
        are
        eligible to participate in any share incentive plan adopted for such purpose
        by
        the Trust.
 
 Section
        11. Resignation
        and Removal of Trustees .
        (a) Any
        Trustee may resign by providing written notice to that effect to the Secretary,
        the President or the Board of Trustees.
 
 (b)
        The
        shareholders may, at any time, remove any Trustee in the manner provided
        in the
        Declaration of Trust.
 
 Section
        12. Loss
        of Deposits .
        No
        Trustee shall be liable for any loss which may occur by reason of the failure
        of
        the bank, trust company, savings and loan association, or other institution
        with
        whom moneys or shares have been deposited.
 
 Section
        13 *.* Surety
        Bonds .
        Unless
        required by law, no Trustee shall be obligated to give any bond or surety
        or
        other security for the performance of any of his duties.
 
 Section
        14. Reliance .
        Each
        Trustee, officer, employee and agent of the Trust shall, in the performance
        of
        his duties with respect to the Trust, be fully justified and protected with
        regard to any act or failure to act in reliance in good faith upon the books
        of
        account or other records of the Trust, upon an opinion of counsel or upon
        reports made to the Trust by any of its officers or employees or by the adviser,
        accountants, appraisers or other experts or consultants selected by the Trustees
        or officers of the Trust, regardless of whether such counsel or expert may
        also
        be a Trustee.
 
 Section
        15. Number
        and Qualifications .
        The
        number of Trustees of the Trust shall not be less than three (3) nor more
        than
        nine (9). The Trustees shall be classified, with respect to the terms for
        which
        they severally hold office, into separate classes, in the manner prescribed
        in
        the Trust’s Declaration of Trust. At any regular meeting or at any special
        meeting called for that purpose, at least two thirds of the members of the
        Board
        of Trustees shall establish, increase or decrease the number of Trustees,
        provided that the number thereof shall never be less than required by Maryland
        law and further provided that the tenure of office of a Trustee shall not
        be
        affected by any decrease in the number of Trustees. Trustees need not be
        shareholders of the Trust.
 
 Section
        16. Interested
        Trustee Transactions .
        Section
        2-419 of the Maryland General Corporation Law (the "MGCL") shall be available
        for and apply to any contract or other transaction between the Trust and
        any of
        its Trustees or between the Trust and any other trust, corporation, firm
        or
        other entity in which any of its Trustees is a trustee or director or has
        a
        material financial interest.
 
 
 **ARTICLE
        IV**
 **COMMITTEES**
 
 
 Section
        1. Number.
        Tenure and Qualifications: Vacancies .
        The
        Board of Trustees may appoint from among its members an Audit Committee,
        Compensation Committee and other committees comprised of two or more Trustees.
        Notice of committee meetings shall be given in the same manner as notice
        for
        special meetings of the Board of Trustees.
 
 Subject
        to the provisions hereof, the Board of Trustees shall have the power at any
        time
        to change the membership of any committee, to fill all vacancies, to designate
        alternative members to replace any absent or disqualified member, or to dissolve
        any such committee.
 
 Section
        2. Powers .
        The
        Trustees may delegate to committees appointed under Section 1 of this Article
        any of the powers of the Trustees, except as prohibited by law.
 
 Section
        3 *.* Meetings .
        In the
        absence of any member of any such committee, the members thereof present
        at any
        meeting, whether or not they constitute a quorum, may appoint another Trustee
        to
        act in the place of such absent member.
 
 One-third,
        but not less than two, of the members of any committee shall be present in
        person at any meeting of such committee in order to constitute a quorum for
        the
        transaction of business at such meeting, and the act of a majority present
        shall
        be the act of such committee. The Board of Trustees may designate a chairman
        of
        any committee, and such chairman or any two members of any committee may
        fix the
        time and place of its meetings unless the Board shall otherwise provide.
        In the
        absence or disqualification of any member of any such committee, the members
        thereof present at any meeting and not disqualified from voting, whether
        or not
        they constitute a quorum, may unanimously appoint another Trustee to act
        at the
        meeting in the place of such absent or disqualified members; provided, however,
        that in the event of the absence or disqualification of an Independent Trustee,
        such appointee shall be an Independent Trustee.
 
 Each
        committee shall keep minutes of its proceedings and shall report the same
        to the
        Board of Trustees at the meeting next succeeding, and any action by the
        committees shall be subject to revision and alteration by the Board of Trustees,
        provided that no rights of third persons shall be affected by any such revision
        or alteration.
 
 Section
        4. Telephone
        Meetings .
        Members
        of a committee of the Trustees may participate in a meeting by means of a
        conference telephone or similar communications equipment if all persons
        participating in the meeting can hear each other at the same time. Participation
        in a meeting by these means shall constitute presence in person at the
        meeting.
 
 Section
        5. Informal
        Action by Committees .
        Any
        action required or permitted to be taken at any meeting of a committee of
        the
        Trustees may be taken without a meeting, if a consent in writing to such
        action
        is signed by each member of the committee and such written consent is filed
        with
        the minutes of proceedings of such committee.
 
 
 **ARTICLE
        V**
 **OFFICERS**
 
 
 Section
        1. General
        Provisions .
        The
        officers of the Trust (who may be employed by any affiliate thereof) shall
        consist of a Chairman of the Board (who shall be a Trustee), one or more
        Chief
        Operating Officers, a President, one or more Vice Presidents, a Treasurer,
        one
        or more Assistant Treasurers, a Secretary, and one or more Assistant
        Secretaries. In addition, the Trustees may from time to time appoint such
        other
        officers with such powers and duties as they shall deem necessary or desirable.
        The officers of the Trust shall be elected annually by the Trustees at the
        first
        meeting of the Trustees held after each annual meeting of shareholders. If
        the
        election of officers shall not be held at such meeting, such election shall
        be
        held as soon thereafter as may be convenient. Each officer shall hold office
        until his successor is elected and qualified or until his death, resignation
        or
        removal in the manner hereinafter provided. Any two or more offices except
        President and Vice President may be held by the same person. In their
        discretion, the Trustees may leave unfilled any office except that of President
        and Secretary. Election of an officer or agent shall not of itself create
        contract rights between the Trust and such officer or agent.
 
 Section
        2. Removal
        and Resignation .
        Any
        officer or agent of the Trust may be removed by the Trustees if in their
        judgment the best interests of the Trust would be served thereby, but such
        removal shall be without prejudice to the contract rights, if any, of the
        person
        so removed. Any officer of the Trust may resign at any time by giving written
        notice of his resignation to the Trustees, the Chairman of the Board, the
        President, or the Secretary. Any resignation shall take effect at any time
        subsequent to the time specified therein or, if the time when it shall become
        effective is not specified therein, immediately upon its receipt. The acceptance
        of a resignation shall not be necessary to make it effective unless otherwise
        stated in the resignation. Such resignation shall be without prejudice to
        the
        contract rights, if any, of the Trust.
 
 Section
        3. Vacancies .
        A
        vacancy in any office may be filled by the Trustees for the balance of the
        term.
 
 Section
        4. Chief
        Executive Officer .
        The
        Trustees may designate a Chief Executive Officer from among the elected
        officers. The Chief Executive Officer shall have responsibility for
        implementation of the policies of the trust, as determined by the Trustees,
        and
        for the administration of the business affairs of the Trust. In the absence
        of
        the Chairman the Chief Executive Officer shall preside over the meetings
        of the
        Trustees and of the shareholders at which he shall be present.
 
 Section
        5. Chief
        Operating Officer .
        The
        Trustees may designate one or more Chief Operating Officers from among the
        elected officers. Said officer will have the responsibilities and duties
        as set
        forth by the Trustees.
 
 Section
        6. Chief
        Financial Officer .
        The
        Trustees may designate a Chief Financial Officer from among the elected
        officers. Said officer will have the responsibilities and duties as set forth
        by
        the Trustees or the Chief Executive Officer.
 
 Section
        7. Chairman
        of the Board .
        The
        Chairman of the Board shall preside over the meetings of the Trustees and
        of the
        shareholders at which he shall be present and shall in general oversee all
        of
        the business and affairs of the Trust. In the absence of the Chairman of
        the
        Board, the Chief Executive Officer shall preside at such meetings at which
        he
        shall be present. The Chairman may execute any deed, mortgage, bond, contract
        or
        other instrument, except in cases where the execution thereof shall be expressly
        delegated by the Trustees or by these Bylaws to some other officer or agent
        of
        the Trust or shall be required by law to be otherwise executed. The Chairman
        of
        the Board shall perform such other duties as may be assigned to him or them
        by
        the Trustees.
 
 Section
        8. President .
        In the
        absence of the Chairman and the Chief Executive Officer, the President shall
        preside over the meetings of the Trustees and of the shareholders at which
        he
        shall be present. In the absence of a designation of a Chief Executive Officer
        by the Trustees, the President shall be the Chief Executive Officer and shall
        be
        ex officio a member of all committees that may, from time to time, be
        constituted by the Trustees. The President may execute any deed, mortgage,
        bond,
        contract or other instrument, except in cases where the execution thereof
        shall
        be expressly delegated by the Trustees or by these Bylaws to some other officer
        or agent of the Trust or shall be required by law to be otherwise executed;
        and
        in general shall perform all duties incident to the office of President and
        such
        other duties as may be prescribed by the Trustees from time to
        time.
 
 Section
        9. Vice
        President .
        In the
        absence of the President or in the event of a vacancy in such office, the
        Vice
        President (or in the event there be more than one Vice President, the Vice
        Presidents in the order designated at the time of their election or, in the
        absence of any designation, then in the order of their election) shall perform
        the duties of the President and when so acting shall have all the powers
        and be
        subject to all the restrictions upon the President; and shall perform such
        other
        duties as from time to time may be assigned to him by the President or by
        the
        Trustees. The Trustees may designate one or more Vice Presidents as Executive
        Vice President or as Vice President for particular areas of
        responsibility.
 
 Section
        10. Secretary .
        The
        Secretary shall (i) keep the minutes of the proceedings of the shareholders,
        the
        Trustees and committees of the Trustees in one or more books provided for
        that
        purpose; (ii) see that all notices are duly given in accordance with the
        provisions of these Bylaws or as required by law; (iii) be custodian of the
        trust records and of the seal of the Trust; (iv) keep a register of the post
        office address of each shareholder which shall be furnished to the Secretary
        by
        such shareholder; (v) have general charge of the share transfer books of
        the
        Trust; and (vi) in general perform such other duties as from time to time
        may be
        assigned to him by the Chief Executive Officer, the President or by the
        Trustees.
 
 Section
        11. Treasurer .
        The
        Treasurer shall have the custody of the funds and securities of the Trust
        and
        shall keep full and accurate accounts of receipts and disbursements in books
        belonging to the Trust and shall deposit all moneys and other valuable effects
        in the name and to the credit of the Trust in such depositories as may be
        designated by the Trustees.
 
 He
        shall
        disburse the funds of the Trust as may be ordered by the Trustees, taking
        proper
        vouchers for such disbursements, and shall render to the President and Trustees,
        at the regular meetings of the Trustees or whenever they may require it,
        an
        account of all his transactions as Treasurer and of the financial condition
        of
        the Trust.
 
 If
        required by the Trustees, he shall give the Trust a bond in such sum and
        with
        such surety or sureties as shall be satisfactory to the Trustees for the
        faithful performance of the duties of his office and for the restoration
        to the
        Trust, in case of his death, resignation, retirement or removal from office,
        of
        all books, papers, vouchers, moneys and other property of whatever kind in
        his
        possession or under his control belonging to the Trust.
 
 Section
        12. Salaries .
        The
        salaries of the officers shall be fixed from time to time by the Trustees
        and no
        officer shall be prevented from receiving such salary by reason of the fact
        that
        he is also a Trustee.
 
 
 **ARTICLE
        VI**
 **CONTRACTS,
        LOANS, CHECKS AND DEPOSITS**
 
 
 Section
        1. Contracts .
        The
        Trustees may authorize any officer or agent to enter into any contract or
        to
        execute and deliver any instrument in the name of and on behalf of the Trust
        and
        such authority may be general or confined to specific instances. Any agreement,
        deed, mortgage, lease or other document executed by one or more of the Trustees
        or by an authorized person shall be valid and binding upon the Trustees and
        upon
        the Trust when authorized or ratified by action of the Trustees.
 
 Section
        2. Checks
        and Drafts .
        All
        checks, drafts or other orders for the payment of money, notes or other
        evidences of indebtedness issued in the name of the Trust shall be signed
        by
        such officer or officers, agent or agents of the Trust in such manner as
        shall
        from time to time be determined by the Trustees.
 
 Section
        3 *.* Deposits .
        All
        funds of the Trust not otherwise employed shall be deposited from time to
        time
        to the credit of the Trust in such banks, trust companies or other depositories
        as the Trustees may designate.
 
 
 **ARTICLE
        VII**
 **SHARES**
 
 
 Section
        1. Certificates .
        Each
        shareholder shall be entitled to a certificate or certificates which shall
        represent and certify the number of shares of each class of beneficial interests
        held by him in the Trust. Each certificate shall be signed by the Chief
        Executive Officer, the President or the Vice President, countersigned by
        the
        Secretary or an Assistant Secretary, the Treasurer or an Assistant Treasurer
        and
        may be sealed with the seal, if any, of the Trust. The signatures may be
        either
        manual or facsimile. Certificates shall be consecutively numbered; and if
        the
        Trust shall, from time to time, issue several classes of shares, each class
        may
        have its own number series. A certificate is valid and may be issued whether
        or
        not an officer who signed it is still an officer when it is issued. Each
        certificate representing shares which are restricted as to their transferability
        or voting powers, which are preferred or limited as to their dividends or
        as to
        their allocable portion of the assets upon liquidation or which are redeemable
        at the option of the Trust, shall have a statement of such restriction,
        limitation, preference or redemption provision, or a summary thereof, plainly
        stated on the certificate. In lieu of such statement or summary, the Trust
        may
        set forth upon the face or back of the certificate a statement that the Trust
        will furnish to an shareholder, upon request and without charge, a full
        statement of such information.
 Section
        2. Transfers .
        Certificates shall be transferable, and title thereto and to the shares they
        represent shall be transferred by delivery thereof to the same extent as
        those
        of a Maryland stock corporation. No transfers of shares of the Trust shall
        be
        made if the Board of Trustees, pursuant to any provision of the Declaration
        of
        Trust, shall have refused to permit the transfer of such shares. Permitted
        transfers of shares of the Trust shall be made on the share records of the
        Trust
        only upon the instruction of the registered holder thereof, or by his attorney
        thereunto authorized by power of attorney duly executed and filed with the
        Secretary or with a transfer agent or transfer clerk, and upon surrender
        of the
        certificate or certificates, if issued, for such shares properly endorsed
        or
        accompanied by a duly executed share transfer power and the payment of all
        taxes
        thereon. Upon surrender to the Trust or the transfer agent of the Trust of
        a
        certificate for shares duly endorsed or accompanied by proper evidence of
        succession, assignment or authority to transfer, as to any transfers not
        prohibited by any provision of the Declaration of Trust or by action of the
        Board of Trustees thereunder, it shall be the duty of the Trust to issue
        a new
        certificate to the person entitled thereto, cancel the old certificate and
        record the transaction upon its books.
 
 Section
        3 *.* Replacement
        Certificate .
        Any
        officer designated by the Trustees may direct a new certificate to be issued
        in
        place of any certificate previously issued by the Trust alleged to have been
        lost, stolen or destroyed upon the making of an affidavit of that fact by
        the
        person claiming the certificate to be lost, stolen or destroyed. When
        authorizing the issuance of a new certificate, the officer designated by
        the
        Trustees may, in his discretion and as a condition precedent to the issuance
        thereof, require the owner of such lost, stolen or destroyed certificate
        or the
        owner’s legal representative to advertise the same in such manner as he shall
        require and/or to give bond, with sufficient surety, to the Trust to indemnify
        it against any loss or claim which may arise as a result of the issuance
        of a
        new certificate.
 
 Section
        4. Closing
        of Transfer Books or Fixing of Record Date .
        The
        Trustees may set, in advance, a record date for the purpose of determining
        shareholders entitled to notice of or to vote at any meeting of shareholders
        or
        determining shareholders entitled to receive payment of any dividend or the
        allotment of any other rights, or in order to make a determination of
        shareholders for any other purpose. Such date, in any case, shall not be
        prior
        to the close of business on the day the record date is fixed and shall be
        not
        more than 90 days and, in the case of a meeting of shareholders not less
        than
        ten days, before the date on which the meeting or particular action requiring
        such determination of shareholders of record is to be held or
        taken.
 
 In
        lieu
        of fixing a record date, the Trustees may provide that the share transfer
        books
        shall be closed for a stated period but not longer than 20 days. If the share
        transfer books are closed for the purpose of determining shareholders entitled
        to notice of or to vote at a meeting of shareholders, such books shall be
        closed
        for at least ten days before the date of such meeting.
 
 If
        no
        record date is fixed and the share transfer books are not closed for the
        determination of shareholders, (i) the record date for the determination
        of
        shareholders entitled to notice of or to vote at a meeting of shareholders
        shall
        be at the close of business on the day on which the notice of meeting is
        mailed
        or the 30th day before the meeting, whichever is the closer date to the meeting;
        and (ii) the record date for the determination of shareholders
        entitled
 to
        receive payment of a dividend or an allotment of any other rights shall be
        the
        close of business on the day on which the resolution of the Trustees, declaring
        the dividend or allotment of rights, is adopted.
 
 When
        a
        determination of shareholders entitled to vote at any meeting of shareholders
        has been made as provided in this section, such determination shall apply
        to any
        adjournment thereof, except when (i) the determination has been made through
        the
        closing of the transfer books and the stated period of closing has expired
        or
        (ii) the meeting is adjourned to a date more than 120 days after the record
        date
        fixed for the original meeting, in either of which case a new record date
        shall
        be determined as set forth herein.
 
 Section
        5. Stock
        Ledger .
        The
        Trust shall maintain at its principal office or at the office of its counsel,
        accountants or transfer agent, an original or duplicate share ledger containing
        the name and address of each shareholder and the number of shares of each
        class
        held by such shareholder.
 
 Section
        6. Fractional
        Shares: Issuance of Units .
        The
        Trustees may issue fractional shares or provide for the issuance of scrip,
        all
        on such terms and under such conditions as they may determine. Notwithstanding
        any other provision of the Declaration of Trust or these Bylaws, the Trustees
        may issue units consisting of different securities of the Trust. Any security
        issued in a unit shall have the same characteristics as any identical securities
        issued by the Trust, except that the Trustees may provide that for a specified
        period securities of the Trust issued in such unit may be transferred on
        the
        books of the Trust only in such unit.
 
 
 **ARTICLE
        VIII**
 **SEAL**
 
 
 Section
        1. Seal .
        The
        Trustees may authorize the adoption of a seal by the Trust. The seal shall
        have
        inscribed thereon the name of the Trust and the year of its formation. The
        Trustees may authorize one or more duplicate seals and provide for the custody
        thereof.
 
 Section
        2. Affixing
        Seal .
        Whenever the Trust is required to place its seal to a document, it shall
        be
        sufficient to meet the requirements of any law, rule or regulation relating
        to a
        seal to place the word “(SEAL)” adjacent to the signature of the person
        authorized to execute the document on behalf of the Trust.
 
 **ARTICLE
        IX**
 **INDEMNIFICATION
        AND ADVANCE FOR EXPENSES**
 
 
 To
        the
        maximum extent permitted by Maryland law in effect from time to time, the
        Trust,
        without requiring a preliminary determination of the ultimate entitlement
        to
        indemnification, shall indemnify (i) any Trustee, officer or shareholder
        or any
        former Trustee, officer or shareholder (including among the foregoing, for
        all
        purposes of this Article X and without limitation, any individual who, while
        a
        Trustee, officer or shareholder and at the express request of the Trust,
        serves
        or has served another corporation, partnership, joint venture, trust, employee
        benefit plan or any other enterprise as a director, officer, shareholder,
        partner or trustee of such corporation, partnership, joint venture, trust,
        employee benefit plan or other enterprise) who has been successful, on the
        merits or otherwise, in the defense of a proceeding to which he was made
        a party
        by reason of service in such capacity, against reasonable expenses incurred
        by
        him in connection with the proceeding, (ii) any Trustee or officer or any
        former
        Trustee or officer against any claim or liability to which he may become
        subject
        by reason of such status unless it is established that (a) his act or omission
        was material to the matter giving rise to the proceeding and was committed
        in
        bad faith or was the result of active and deliberate dishonesty, (b) he actually
        received an improper personal benefit in money, property or services or (c)
        in
        the case of a criminal proceeding, he had reasonable cause to believe that
        his
        act or omission was unlawful and (iii) each shareholder or former shareholder
        against any claim or liability to which he may become subject by reason of
        such
        status. In addition, the Trust shall pay or reimburse, in advance of final
        disposition of a proceeding, reasonable expenses incurred by a Trustee, officer
        or shareholder or former Trustee, officer or shareholder made a party to
        a
        proceeding by reason such status, provided that, in the case of a Trustee
        or
        officer, the Trust shall have received (a) a written affirmation by the Trustee
        or officer of his good faith belief that he has met the applicable standard
        of
        conduct necessary for indemnification by the Trust as authorized by these
        Bylaws
        and (b) a written undertaking by or on its behalf to repay the amount paid
        or
        reimbursed by the Trust if it shall ultimately be determined that the applicable
        standard of conduct was not met. The Trust may, with the approval of its
        Trustees, provide such indemnification or payment or reimbursement of expenses
        to any Trustee, officer or shareholder or any former Trustee, officer or
        shareholder who served a predecessor of the Trust and to any employee or
        agent
        of the Trust or a predecessor of the Trust. Neither the amendment nor repeal
        of
        this Article, nor the adoption or amendment of any other provision of the
        Declaration of Trust or these Bylaws inconsistent with this Article, shall
        apply
        to or affect in any respect the applicability of this Article with respect
        to
        any act or failure to act which occurred prior to such amendment, repeal
        or
        adoption.
 
 Any
        indemnification or payment or reimbursement of the expenses permitted by
        these
        Bylaws shall be furnished in accordance with the procedures provided for
        indemnification or payment or reimbursement of expenses, as the case may
        be,
        under Section 2-418 of the MGCL for directors of Maryland corporations. The
        Trust may provide to Trustees, officers and shareholders such other and further
        indemnification or payment or reimbursement of expenses, as the case may
        be, to
        the fullest extent permitted by the MCCL, as in effect from time to time,
        for
        directors of Maryland corporations.
 
 
 **ARTICLE
        X**
 **WAIVER
        OF NOTICE**
 
 
 Whenever
        any notice is required to be given pursuant to the Declaration of Trust or
        Bylaws or pursuant to applicable law, a waiver thereof in writing, signed
        by the
        person or persons entitled to such notice, whether before or after the time
        stated therein, shall be deemed equivalent to the giving of such notice.
        Neither
        the business to be transacted at nor the purpose of any meeting need be set
        forth in the waiver of notice, unless specifically required by statute. The
        attendance of any person at any meeting shall constitute a waiver of notice
        of
        such meeting, except where such person attends a meeting for the express
        purpose
        of objecting to the transaction of any business on the ground that the meeting
        is not lawfully called or convened.
 
 
 **ARTICLE
        XI**
 **AMENDMENT
        OF BYLAWS**
 
 
 The
        Trustees shall have the exclusive power to adopt, alter or repeal any provision
        of these Bylaws and to make new Bylaws.
 
 
 **ARTICLE
        XII**
 **MISCELLANEOUS**
 
 
 All
        references to the Declaration
        of Trust shall include any amendments thereto.