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                                                                   EXHIBIT 3.2


                           CHARTER MUNICIPAL MORTGAGE
                               ACCEPTANCE COMPANY

                           AMENDED AND RESTATED BYLAWS

                                    ARTICLE I

                                     OFFICES

     Section 1. PRINCIPAL OFFICE. The principal office of the Trust shall be
located at such place as the Board of Trustees may designate in its sole
discretion.

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

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

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

     Section 2. ANNUAL MEETING. An annual meeting of the Shareholders for the
election of Managing Trustees whose terms have expired and the transaction of
any business within the powers of the Trust shall be held on a date and at the
time set by the Board of Trustees during the month of June in each year.

     Section 3. SPECIAL MEETINGS. The Board of Trustees may call special
meetings of the Shareholders. Special meetings of Shareholders shall also be
called by the Board of Trustees upon the written request of the holders of
Shares entitled to cast not less than 10% of all the votes entitled to be cast
at such meeting. Such request shall briefly state the purpose of such meeting
and the matters proposed to be acted on at such meeting.

     Section 4. NOTICE. Not less than 10 nor more than 90 days before each
meeting of Shareholders, the Board of Trustees 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


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and place of the meeting and, in the case of a special meeting or as otherwise
may be required by any statute, stating briefly 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 Shareholders, the chairman of
the Board of Trustees, if there be one, shall conduct the meeting or, in the
case of vacancy in office or absence of the chairman of the Board of Trustees,
(i) the following officers of the Manager, if there be one: the president, the
vice presidents in their order of rank and seniority, or (ii) if there is no
Manager, 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 a person appointed by the chairman shall act as
secretary.

     Section 7. QUORUM. At any meeting of Shareholders, the presence in person
or by proxy of Shareholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this section
shall not affect any requirement under any statute, the Trust Agreement or these
Bylaws 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. If the adjournment is for more than 120 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each Shareholder of record entitled to
vote at the meeting.

                The Shareholders present at a meeting which has been duly called
and convened may continue to transact

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business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.
     Section 8. VOTING. A plurality of all the votes entitled to be cast at a
meeting of Shareholders duly called and at which a quorum is present shall be
sufficient to elect a Managing Trustee. Each Share may be voted for as many
individuals as there are Managing Trustees to be elected and for whose election
the Share is entitled to be voted. A majority of the votes cast at a meeting of
Shareholders duly called and at which a quorum is present shall be sufficient to
approve any other matter which may properly come before the meeting, unless a
different vote is required by statute, the Trust Agreement or these Bylaws.
Unless otherwise provided in the Trust Agreement, 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 Board of Trustees 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. A proxy shall be irrevocable
if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A
Shareholder may revoke any proxy that is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the Board of Trustees.

     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 stock pursuant to a bylaw or a resolution of the
governing body of such corporation, partnership, trust or other entity or
agreement governing the organization of such other entity presents a certified
copy of such bylaw, resolution or agreement, in which case such person may vote
such stock. Any director or other fiduciary may vote stock 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

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entitled to be voted at any given time, unless they are held by it in a
fiduciary capacity, in which case they may be voted and shall be counted in
determining the total number of outstanding Shares at any given time.

                The Board of Trustees may adopt by resolution a procedure by
which a Shareholder may certify in writing to the Trust that any Shares
registered in the name of the Shareholder are held for the account of a
specified Person other than the Shareholder. The resolution shall set forth the
class of Shareholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the Share transfer books, the time after the record date or closing
of the Share transfer books within which the certification must be received by
the Trust; and any other provisions with respect to the procedure which the
Board of Trustees 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 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. NOMINATIONS AND SHAREHOLDER BUSINESS

     (a) ANNUAL MEETINGS OF SHAREHOLDERS. (1) Nominations of persons for
election as a Managing Trustee 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 Board of Trustees or (iii) 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(a) and at the time of the annual meeting, who is entitled to
vote at the


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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 of Shareholders 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 Board of Trustees. To be timely, a
Shareholder's notice shall be delivered to the Board of Trustees 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 or if the Trust has not previously held an annual meeting,
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 Managing
Trustee all information relating to such person that is required to be disclosed
in solicitations of proxies for election of Managing 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
Managing 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 Shares of each class of beneficial
interests 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 12 to the contrary, in the event that the number of
Managing Trustees to be elected to the Board of Trustees is increased and there
is no public announcement naming all of the nominees for Managing 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


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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 Board of Trustees at the principal office 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 Managing 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 Managing
Trustees shall be elected at such special meeting, by any Shareholder of the
Trust who is 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). In the event the Trust calls a special meeting
of Shareholders for the purpose of electing one or more Managing 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 12 shall be delivered to the Board of Trustees
at the principal office 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 Board of 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 12 shall be eligible to serve as Managing
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 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 defective nomination or
proposal be disregarded.

                (2) For purposes of this Section 12, "public announcement" shall
mean disclosure in a press release reported


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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 state 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 proposals in
the Trust's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

     Section 13. VOTING BY BALLOT. Voting on any question or in any election may
be VIVA VOCE unless the chairman of the meeting shall order or any Shareholder
shall demand that voting be by ballot.

     Section 14. CONDUCT OF MEETINGS. The Board of Trustees may adopt by
resolution such rules and regulations for the conduct of meeting of Shareholders
as it shall deem appropriate. Except to the extent inconsistent with such rules
and regulations as adopted by the Board of Trustees, the chairman of any meeting
of Shareholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Trustees or
prescribed by the chairman of the meeting, may include, without limitation, the
following:

     (a) The establishment of an agenda or order of business for the meeting;

     (b) Rules and procedures for maintaining order at the meeting and the
safety of those present;

     (c) Limitations on attendance at or participation in the meeting of
Shareholders of record, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine;

     (d) Restrictions on entry to the meeting after the time fixed for the
commencement thereof; and

     (e) Limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Trustees or
the chairman of the meeting, meetings of Shareholders shall not be required to
be held in accordance with the rules of parliamentary procedure.


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     Section 15. ACTION BY CONSENT OF SHAREHOLDERS. Any action required or
permitted to be taken at any annual or special meeting of the Shareholders may
be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding Shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all Shares entitled to vote thereon were present and voted and
shall be delivered (by hand or by certified or registered mail, return receipt
requested) to the Trust by delivery to its principal place of business, or an
agent of the Trust having custody of the book in which proceedings of minutes of
Shareholders are recorded. Notice of the taking of the action without a meeting
by less than unanimous written consent shall be given to those Shareholders who
have not consented in writing.

                                   ARTICLE III

                                MANAGING TRUSTEES

     Section 1. GENERAL POWERS. The business and affairs of the Trust shall be
managed under the direction of its Board of Trustees.

     Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at
any special meeting called for that purpose, a majority of the entire Board of
Trustees may establish, increase or decrease the number of Managing Trustees,
provided that the number thereof shall never be less than three nor more than 9,
and that at least one-third are Independent Trustees and further provided that
the tenure of office of a Managing Trustee shall not be affected by any decrease
in the number of Managing Trustees.

     Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
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
Board of Trustees may provide, by resolution, the time and place, either within
or without the State of Delaware, for the holding of regular meetings of the
Board of Trustees without other notice than such resolution.

     Section 4. SPECIAL MEETINGS. Special meetings of the Board of Trustees may
be called by or at the request of the chairman of the board, or by a majority of
the Managing Trustees then in office. The person or persons authorized to call
special meetings of the Board of Trustees may fix any place, either


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within or without the State of Delaware, as the place for holding any special
meeting of the Board of Trustees called by them.

     Section 5. NOTICE. Notice of any special meeting of the Board of Trustees
shall be delivered personally or by telephone, facsimile transmission, United
States mail or courier to each Managing Trustee at his 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 Managing
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
Managing 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 Board of Trustees need be stated in the
notice, unless specifically required by statute or these Bylaws.

     Section 6. QUORUM. A majority of the Managing Trustees shall constitute a
quorum for transaction of business at any meeting of the Board of Trustees,
provided that, if less than a majority of such Managing Trustees are present at
said meeting, a majority of the Managing Trustees present may adjourn the
meeting from time to time without further notice, and provided further that if,
pursuant to the Trust Agreement or these Bylaws, the vote of a majority of a
particular group of Managing Trustees is required for action, a quorum must also
include a majority of such group, but only with respect to a vote on such
action.

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

     Section 7. VOTING. The action of the majority of the Managing Trustees
present at a meeting at which a quorum is present shall be the action of the
Board of Trustees (including with respect to actions to merge, consolidate or
convert the Trust), unless the concurrence of a greater proportion is required
for such action by applicable law.

     Section 8. TELEPHONE MEETINGS. Managing 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


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in a meeting by these means shall constitute presence in person at the meeting.

     Section 9. INFORMAL ACTION BY MANAGING TRUSTEES. Any action required or
permitted to be taken at any meeting of the Board of Trustees may be taken
without a meeting, if a consent in writing to such action is signed by each
Managing Trustee and such written consent is filed with the minutes of
proceedings of the Board of Trustees.

     Section 10. VACANCIES. If for any reason any or all the Managing Trustees
cease to be Managing Trustees, such event shall not annul, dissolve terminate
the Trust or affect these Bylaws or the powers of the remaining Managing
Trustees hereunder (even if fewer than three Managing Trustees remain). Any
vacancy on the Board of Trustees for any cause other than an increase in the
number of Managing Trustees shall be filled by a majority of the remaining
Managing Trustees, although such majority is less than a quorum. If such vacancy
must be filled with an Independent Trustee to comply with the terms of Section
3.1 of the Trust Agreement, and there are any remaining Independent Trustees, a
majority of, or the sole, such remaining Independent Trustees or Managing
Trustees, as the case may be, shall nominate a replacement. If there is no
remaining Independent Trustee, such vacancies shall be filled by a majority of
the remaining Managing Trustees. Any vacancy in the number of Managing Trustees
created by an increase in the number of Managing Trustees may be filled by a
majority vote of the entire Board of Trustees. Any individual so elected as
Managing Trustee shall hold office until the next annual meeting of Shareholders
at which such Managing Trustee's class is to be elected and until his successor
is elected and qualifies.

     Section 11. COMPENSATION. Managing Trustees other than Independent Trustees
shall not receive any salary or other compensation for their services as
Managing Trustees. By resolution of the Board of Trustees, Independent Trustees
may receive fixed sums, Shares in the Trust or other compensation per year
and/or per meeting and/or per visit to real property or other facilities owned
or leased by the Trust and for any service or activity they performed or engaged
in as Managing Trustees. Managing Trustees may be reimbursed for expenses of
attendance, if any, at each annual, regular or special meeting of the Board of
Trustees 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 Managing Trustees; but nothing herein contained shall
be construed to preclude any Managing Trustees from serving the Trust in any
other capacity and receiving compensation therefor.


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     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 property 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 (if any), 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 (if any) or employees or by the adviser, accountants, appraisers or
other experts or consultants selected by the Board of Trustees or officers (if
any) 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 (if any), employee or agent of the Trust,
in his 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.

                                   ARTICLE IV

                                   COMMITTEES

     Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Trustees may
appoint from among its members an Executive Committee, an Audit Committee, a
Compensation Committee and other committees, composed of one or more Managing
Trustees, to serve at the pleasure of the Board of Trustees.

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

     Section 3. MEETINGS. Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Trustees. A majority
of the members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority


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of the committee members present at a meeting 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 meeting unless the Board of Trustees 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 Managing Trustee to
act in the place of such absent member. Each committee shall keep minutes of its
proceedings.

     Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of
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 Board of 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.

     Section 6. VACANCIES. 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 alternate members to replace any
absent or disqualified member or to dissolve any such committee.

                                    ARTICLE V

                                    OFFICERS

     The Trust shall not have any officers. Notwithstanding the foregoing, the
Board of Trustees may from time to time in its sole discretion appoint agents or
employees of the Trust as "officers" of the Trust with such titles, powers and
duties as they shall deem necessary or desirable.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1. CONTRACTS. Subject to the terms of the Trust Agreement, the
Board of Trustees may authorize the Manager or other 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


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instances. Any agreement, deed, mortgage, lease or other document executed by
one or more of the Managing Trustees or by an authorized person shall be valid
and binding upon the Trust when authorized or ratified by action of the Board of
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 of the Manager or other agent of the
Trust in such manner as shall from time to time be determined by the Board of
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 Board of Trustees may designate.

                                   ARTICLE VII

                          SHARES OF BENEFICIAL INTEREST

     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 or series of beneficial interest held by him in the Trust.
Each certificate shall be signed by the chairman of the Board of Trustees, if
any, or any Managing Trustee if no chairman has been elected, and may be sealed
with the seal, if any, of the Trust. The signatures of the Managing Trustees may
be either manual or facsimile. Certificates are not valid until manually
countersigned and registered by the Trust's transfer agent and/or registrar.
Certificates shall be consecutively numbered; and if the Trust shall, from time
to time, issue several classes or series of Shares, each class may have its own
number series. A certificate is valid and may be issued whether or not a
Managing Trustee who signed it is still a Managing Trustee 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
distributions or as to their allocable portion of the assets upon dissolution
and 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 intends to
issue Shares of more than one class, the certificate representing such Shares
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 distributions and other qualifications and terms
and conditions of redemption of such class of beneficial interest and the
differences in the relative rights and


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preferences between the Shares of each series of such class to the extent they
have been set and the authority of the Board of Trustees to set the relative
rights and preferences of subsequent series of such class. In lieu of such
statement or summary, the certificate may state that the Trust will furnish a
full statement of such information to any Shareholder upon written request and
without charge. If any class or series of Shares is restricted by the Trust as
to transferability, the certificate representing such Shares shall contain a
full statement of the restrictions.

     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 upon its books.

                The Trust shall be entitled to treat the holder of record of any
Shares 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 Delaware.

                Notwithstanding the foregoing, transfers of Shares shall be
subject in all respects to the Trust Agreement and all of the terms and
conditions contained therein, and to the terms of such Shares determined by the
Board of Trustees in accordance with Section 10.2 of the Trust Agreement.

     Section 3. REPLACEMENT CERTIFICATE. The Manager or any other Person
designated by the Board of 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 Manager or such other Person
designated by the Board of Trustees may, in his or its 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 the Manager or such other Person shall require and/or
to give bond, with sufficient surety, to the Trust and the Trustees of the Trust
to indemnify them against any loss or claim which may arise as a result of the
issuance of a new certificate.


                                      -14-

<PAGE>


     Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of
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 distribution 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 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 Board of Trustees may
provide that the Share transfer books shall be closed for a stated period but
not longer than 20 days. If the Share transfer books are closed for the purpose
of determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such books shall be closed for at least ten days before the date
of such meeting.

                If no record date is fixed and the Share transfer books are not
closed for the determination of Shareholders, (a) the record date for the
determination of Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be at the close of business on the day on which the notice of
meeting is mailed or the 30th day before the meeting, whichever is the closer
date to the meeting; and (b) the record date for the determination of
Shareholders entitled to receive payment of a distribution or an allotment of
any other rights shall be the close of business on the day on which the
resolution of the directors, declaring the distribution 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. 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 or series held by such Shareholder.


                                      -15-

<PAGE>


     Section 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. The Board of 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 Trust Agreement or these Bylaws, the Board of Trustees may
issue units consisting of different securities of the Trust. Any such security
issued in a unit shall have the same characteristics as any identical securities
issued by the Trust, except that the Board of 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

                                 ACCOUNTING YEAR

     The Board of Trustees shall have the power, from time to time, to fix the
fiscal year of the Trust by a duly adopted resolution.

                                   ARTICLE IX

                                  DISTRIBUTIONS

     Section 1. AUTHORIZATION. Distributions upon the Shares of the Trust may be
authorized and declared by the Board of Trustees, subject to the provisions of
law and the Trust Agreement. Distributions may be paid in cash, property or
Shares of the Trust, subject to the provisions of law and the Trust Agreement.

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

                                    ARTICLE X

                                INVESTMENT POLICY

     Subject to the provisions of the Trust Agreement, the Board of Trustees may
from time to time adopt, amend, revise or


                                      -16-

<PAGE>


terminate any policy or policies with respect to investments by the Trust as it
shall deem appropriate in its sole discretion.

                                   ARTICLE XI

                                      SEAL

     Section 1. SEAL. The Board of Trustees may authorize the adoption of a seal
by the Trust. The seal shall contain the name of the Trust and the year of its
creation and the words "Delaware Business Trust." The Board of Trustees 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.

                                   ARTICLE XII

                     INDEMNIFICATION AND ADVANCE OF EXPENSES

     To the maximum extent permitted by Delaware law in effect from time to time
and in addition to any rights set forth in the Trust Agreement, the Trust shall
indemnify and, without requiring a preliminary determination of the ultimate
entitlement to indemnification, shall pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to (a) any individual who is a
present or former Trustee, Manager, officer (if any), employee or agent of the
Trust and who is made a party to the proceeding by reason of his service in that
capacity or (b) any individual who, while a Trustee, Manager, officer (if any),
employee or agent of the Trust and at the 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, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of his service in
that capacity. The Trust may, with the approval of its Board of Trustees,
provide such indemnification and advance for expenses to a Person who served a
predecessor of the Trust in any of the capacities described in (a) or (b) above
and to any officer (if 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 Bylaws or


                                      -17-

<PAGE>


Trust Agreement inconsistent with this Article, shall apply to or affect in any
respect the applicability of the preceding paragraph with respect to any act or
failure to act which occurred prior to such amendment, repeal, adoption or
amendment.

                                  ARTICLE XIII

                                WAIVER OF NOTICE

     Whenever any notice is required to be given pursuant to the Trust Agreement
or these 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 XIV

                               AMENDMENT OF BYLAWS

     The Board of Trustees shall have the exclusive power to adopt, alter or
repeal any provision of these Bylaws and to make new Bylaws.


                                   ARTICLE XV

                       REQUESTS FOR LISTS OF SHAREHOLDERS

     Section 1. GENERAL. Any request for access to the lists of Shareholders
must be in writing setting forth with particularity a proper purpose reasonably
related to the current status of the person making the request as a Shareholder
in the Trust at the time of the request. The request must certify that the
person making the request is doing so solely on his/her/its own behalf and not
on behalf of or for the benefit of any other person. If any such request is for
the purpose of communicating with Shareholders, such request shall be
accompanied by a copy of the proposed communication. The person making the
request for the list of Shareholders shall reimburse the Trust for all
reasonable costs incurred by the Trust in responding to such request.


                                      -18-

<PAGE>


     Section 2. TENDER OFFERS. The Trust will not provide the Shareholders
access to or copies of any of the Trust's books and records or the lists of
Shareholders for the purpose of conducting or facilitating any tender offer or
other offer or solicitation to buy 5% or less of the outstanding Shares of the
Trust (a "Mini-Tender Offer") unless, in addition to compliance with all other
applicable legal requirements, the person making such Mini-Tender Offer agrees
in writing to comply with all of the terms and conditions set forth herein:

     (a) Such Mini-Tender Offer shall afford Shareholders withdrawal rights
during the entire period the Mini-Tender Offer remains open.

     (b) Such Mini-Tender Offer shall afford Shareholders proration rights for
all Shares of the Trust tendered during the entire period the Mini-Tender Offer
remains open.

     (c) Such Mini-Tender Offer shall truthfully and completely disclose all
material facts pertaining to such Mini-Tender Offer, the Trust and the market
and prices for the Shares of the Trust that the person making the Mini-Tender
Offer knows or reasonably should know.

     (d) Such Mini-Tender Offer shall fully comply in all respects with all
applicable federal and state laws.

     (e) At least seven business days prior to the commencement of any
Mini-Tender Offer, the persons conducting such Mini-Tender Offer shall deliver
to the Trust copies of all written materials respecting such Mini-Tender Offer
that the person making the Mini-Tender Offer intends to disseminate to the
Shareholders.

     (f) The Trust shall have the right to require any person making any
Mini-Tender Offer to deliver to the Trust an opinion rendered by legal counsel,
in form and substance satisfactory to the Trust, stating that such Mini-Tender
Offer is in full compliance in all respects with applicable federal and state
laws.


     Section 3. MAILING BY THE TRUST IN LIEU OF PROVIDING SHAREHOLDER LIST. In
lieu of providing any other form of access to the lists of Shareholders(and
subject to any such communication complying with all requirements of this
instrument, the Trust Agreement and applicable law), the Trust reserves the
right to mail any such communication (including, without limitation, copies of
all written materials that a person making a Mini-Tender Offer intends to
disseminate to the Shareholders) to Shareholders on behalf of the requesting
Shareholder at the expense of the Shareholder.


                                      -19-


<PAGE>


                                   ARTICLE XVI

                                   DEFINITIONS

     All terms not otherwise defined in these Bylaws shall have the meanings
ascribed to them in the Amended and Restated Trust Agreement of the Trust, as
amended from time to time (the "Trust Agreement").


                                      -20-