Exhibit
3.2  AMENDED AND RESTATED BYLAWS  of  BEHRINGER HARVARD OPPORTUNITY
REIT II, INC.  a Maryland Corporation


TABLE OF CONTENTS  PageARTICLE I OFFICES
  1Section 1.01
  Principal Offices
  1Section 1.02
  Additional Offices
  1ARTICLE II MEETINGS OF
  STOCKHOLDERS
  1Section 2.01
  Place
  1Section 2.02
  Annual Meeting
  1Section 2.03
  Special Meetings
  2Section 2.04
  Notice for Meetings
  2Section 2.05
  Scope of Notice
  2Section 2.06
  Organization and Conduct
  2Section 2.07
  Quorum; Adjournment
  3Section 2.08
  Voting
  3Section 2.09
  Proxies
  4Section 2.10
  Voting of
  Stock by Certain Holders
  4Section 2.11
  Exemption From Control Share Acquisition Statute
  4Section 2.12
  Inspectors
  5Section 2.13
  Nominations and Stockholder Business
  5Section 2.14
  Voting by Ballot
  8ARTICLE III DIRECTORS
  8Section 3.01
  General Powers
  8Section 3.02
  Number, Tenure And Qualifications
  8Section 3.03
  Annual And Regular Meetings
  8Section 3.04
  Special Meetings
  9Section 3.05
  Notice
  9Section 3.06
  Quorum
  9Section 3.07
  Voting
  10Section 3.08
  Organization
  10Section 3.09
  Action by Consent; Informal Action
  10Section 3.10
  Presumption of Assent
  10Section 3.11
  Telephone Meetings
  11Section 3.12
  Removal
  11Section 3.13
  Vacancies
  11Section 3.14
  Compensation
  11Section 3.15
  Loss of Deposits
  11Section 3.16
  Surety Bonds
  11Section 3.17
  Reliance
  12Section 3.18
  Certain Rights of Directors, Officers, Employees and Agents
  12ARTICLE IV COMMITTEES
  12Section 4.01
  Designation
  12Section 4.02
  Number, Tenure and Qualifications
  12Section 4.03
  Power
  12Section 4.04
  Meetings
  13Section 4.05
  Telephone Meetings
  13  i


Section 4.06
  Action by Consent; Informal Action
  13Section 4.07
  Vacancies
  13ARTICLE V OFFICERS
  13Section 5.01
  General Provisions
  13Section 5.02
  Removal and Resignation
  14Section 5.03
  Vacancies
  14Section 5.04
  Power
  14Section 5.05
  The Chairman of the Board
  14Section 5.06
  The Chief Executive Officer
  14Section 5.07
  The President
  15Section 5.08
  The Chief Operating Officer
  15Section 5.09
  The Treasurer; Chief Financial Officer
  15Section 5.10
  Vice Presidents
  16Section 5.11
  Assistant Treasurers
  16Section 5.12
  Secretary
  16Section 5.13
  Assistant Secretaries
  16Section 5.14
  Compensation
  17ARTICLE VI CONTRACTS, LOANS,
  CHECKS AND DEPOSITS
  17Section 6.01
  Contracts
  17Section 6.02
  Checks and Drafts
  17Section 6.03
  Deposits
  17ARTICLE VII STOCK CERTIFICATES;
  ISSUANCES, TRANSFERS
  17Section 7.01
  Certificates
  17Section 7.02
  Transfers; Registered Stockholders
  17Section 7.03
  Closing of Transfer Books or Fixing of Record Date
  18Section 7.04
  Stock Ledger
  18Section 7.05
  Fractional Stock; Issuance of Units
  18ARTICLE VIII ACCOUNTING YEAR
  19ARTICLE IX DISTRIBUTIONS
  19Section 9.01
  Authorization
  19Section 9.02
  Contingencies
  19ARTICLE X INVESTMENT POLICY
  19ARTICLE XI SEAL
  20Section 11.01
  Seal
  20Section 11.02
  Affixing Seal
  20ARTICLE XII WAIVER OF NOTICE
  20ARTICLE XIII AMENDMENT OF BYLAWS
  20  ii


AMENDED AND RESTATED BYLAWS  of  BEHRINGER HARVARD OPPORTUNITY
REIT II, INC.  a
Maryland Corporation  
  ARTICLE I  OFFICES  Section 1.01Principal Offices  The principal office(s) of
Behringer Harvard Opportunity REIT II, Inc. (the Corporation)
shall be located at such place or places as the Board of Directors may
designate from time to time.  Section 1.02Additional Offices  The Corporation may have additional offices, including a principal
executive office, at such places as the Board of Directors may from time to
time determine or otherwise as the business of the Corporation may require.  ARTICLE II  MEETINGS OF STOCKHOLDERS  Section 2.01Place  All meetings of stockholders shall be held at a principal office of the
Corporation or at such other place as shall be set by the Board of Directors
and stated in the notice of the meeting.  Section 2.02Annual Meeting  An annual meeting of the stockholders for the election of directors and
the transaction of any business within the powers of the Corporation shall be
held on such day and at such time as the Board of Directors may determine
during the month of February in 2008 and during the month of June in years
after 2008; provided, however, such meeting shall not be held less than 30 days
after delivery of the annual report to the stockholders.  The purpose of each annual meeting of the
stockholders shall be to elect directors of the Corporation and to transact
such other business as may properly come before the meeting.  1


Section 2.03Special Meetings  Special meetings of the stockholders may be called by (i) the
President; (ii) a majority of the Board of Directors, (iii) a majority of the
Independent Directors, as defined in the Corporations charter (the Charter); or (iv) upon the written request to the Secretary
of the Corporation by the holders of shares entitled to cast at least 10% of
all the votes entitled to be cast at such meeting whereby such written request
states the purpose of the meeting and the matters proposed to be acted upon at
such meeting.  In the event of a
stockholders meeting called in accordance with subsection (iv) above, the
Secretary of the Corporation shall, within ten days of his or her receipt of
the written request required in such subsection, notify, in the manner
proscribed herein, each stockholder entitled to vote at meeting of the
stockholders.  Notwithstanding anything
to the contrary herein, such meeting shall be held not less than 15 days nor
more than 60 days after the Secretarys delivery of such notice.  Subject to the foregoing sentence, such
meeting shall be held at the time and place specified in the stockholder
request; provided, however, that if none is so specified, at such time and place
convenient to the stockholders.  Section 2.04Notice for Meetings  Except as provided otherwise in Section 2.03 of this Article II, the
Secretary shall, not less than ten nor more than 90 days before each meeting of
stockholders, give to each stockholder entitled to vote at the meeting and each
other stockholder 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 required by the Maryland General Corporation Law (as amended
from time to time, the MGCL), the
purpose of the meeting.  Notice shall be
deemed delivered to a stockholder upon being (i) personally delivered to the
stockholder; (ii) left at the stockholders residence or usual place of
business; (iii) mailed to the stockholder at the stockholders address as it
appears on the records of the Corporation, in which case such notice shall be
deemed to be given when deposited in the United States mail with postage
prepaid thereon; (iv) transmitted to the stockholder by electronic mail to any
electronic mail address of the stockholder or by any other electronic means; or
(v) delivered by any other means permitted by the MGCL.  Section 2.05Scope of Notice  Any business of the Corporation may be transacted at an annual meeting
of stockholders without being specifically designated in the notice, except as
otherwise set forth in Section 2.13(a) of this Article II and except for such
business as is required by the MGCL or any other relevant statute to be stated
in such notice.  No business shall be
transacted at a special meeting of stockholders except as specifically
designated in the notice.  Section 2.06Organization and Conduct  Every meeting of stockholders shall be conducted by an individual
appointed by the Board of Directors to be chairman of the meeting or, in the
absence of such appointment, by the Chairman of the board or, in the case of a
vacancy in the office or absence of the Chairman of the board, by one of the
following officers present at the meeting: 
the Vice Chairman of the board, if there be one, the President, the Vice
Presidents in their order of rank and seniority, or, in the absence of such
officers, a chairman chosen by the stockholders by the vote of a majority of
the votes cast by stockholders present in person or by proxy.  The Secretary, or, in the Secretarys
absence, an Assistant Secretary, or in the absence of both the Secretary and
Assistant Secretaries, a person  2


appointed
by the Board of Directors or, in the absence of such appointment, an individual
appointed by the chairman of the meeting shall act as secretary.  In the event that the Secretary presides at a
meeting of the stockholders, an Assistant Secretary shall record the minutes of
the meeting.  The order of business and
all other matters of procedure at any meeting of stockholders shall be
determined by the chairman of the meeting. 
The chairman of the meeting may prescribe such rules, regulations and
procedures and take such action as, in the discretion of such chairman, are
appropriate for the proper conduct of the meeting, including, without
limitation, (a) restricting admission to the time set for the commencement of
the meeting; (b) limiting attendance at the meeting to stockholders of record
of the Corporation, their duly authorized proxies or other such persons as the
chairman of the meeting may determine; (c) limiting participation at the
meeting on any matter to stockholders of record of the Corporation entitled to
vote on such matter, their duly authorized proxies or other such persons as the
chairman of the meeting may determine; (d) limiting the time allotted to
questions or comments by participants; (e) determining when the polls should be
opened and closed; (f) maintaining order and security at the meeting; (g) removing
any stockholder who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (h) concluding the
meeting or recessing or adjourning the meeting to a later date and time and
place announced at the meeting.  Unless
otherwise determined by the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.  Section 2.07Quorum; Adjournment  At any meeting of the stockholders, the presence in person or by proxy
of stockholders entitled to cast a majority of all the votes entitled to be
cast at such meeting shall constitute a quorum except as otherwise provided by
law, the Charter or these Bylaws.  If a
quorum shall not be present at any meeting of the stockholders, the chairman of
the meeting 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 is present, any business may be
transacted that might have been transacted at the meeting as originally
noticed.  The stockholders present
either in person or by proxy, at a meeting which has been duly called and
convened, may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.  Section 2.08Voting  Except as otherwise required by law, the Charter or these Bylaws, a
majority of the votes cast at a meeting of the stockholders duly called and at
which a quorum is present shall be sufficient to approve any matter that may
properly come before the meeting.  With
respect to the election of directors, each share may be voted for as many
individuals as there are directors to be elected and for whose election the
share is entitled to be voted.  Unless
otherwise provided in the Charter, each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting
of the stockholders.  3


Section 2.09Proxies  A stockholder may cast the votes entitled to be cast by the shares of
stock owned of record by the stockholder in person or by proxy executed by the
stockholder or by the stockholders duly authorized agent in any manner
permitted by law.  Such proxy or evidence
of authorization of such proxy shall be filed with the Secretary of the
Corporation 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 2.10Voting of Stock by Certain Holders  Stock registered in the name of a corporation, partnership, trust or
other entity, if entitled to be voted, may be voted by the president, 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 or other entity or agreement of the
partners of a partnership presents a certified copy of such bylaw, resolution
or agreement, in which case such person may vote such 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 Corporations
stock owned directly or indirectly 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, subject to the terms of the Charter, they
may be voted and shall be counted in determining the total number of
outstanding shares at any given time.  The Board of Directors may
adopt by resolution a procedure by which a stockholder may certify in writing
to the Corporation that any shares of stock registered in the name of the
stockholder are held for the account of a specified person other than the
stockholder.  The resolution shall set
forth the class of stockholders 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 stock transfer books, the time after the record
date or closing of the stock transfer books within which the certification must
be received by the Corporation; and any other provisions with respect to the
procedure which the Board of Directors 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 stockholder of record of the specified stock in place
of the stockholder who makes the certification.  Section 2.11Exemption From Control Share Acquisition Statute  Notwithstanding any other provision of the Charter or these Bylaws,
Title 3, Subtitle 7 of the MGCL, or any successor statute thereto, shall not
apply to any acquisition by any person of shares of stock of the
Corporation.  This section may be
repealed, in whole or in part, at any time, whether before or after an
acquisition of control shares, as such term is defined in the MGCL, and, upon
such repeal, may, to the extent provided by any successor bylaw, apply to any
prior or subsequent control share acquisition.  4


Section 2.12Inspectors  (a)           The Board of Directors or the chairman of the meeting may,
but need not, appoint one or more individual inspectors or one or more entities
that designate individuals as inspectors to act at the meeting or any
adjournment thereof.  If an inspector or
inspectors are not appointed, the person presiding at the meeting may, but need
not, appoint one or more inspectors.  In
case any person appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the chairman of the meeting.  (b)           The
inspectors, if any, shall determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders.  Each such
report shall be in writing and signed by him or her 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 2.13Nominations and Stockholder Business  (a)           Annual
Meetings of Stockholders.  (1)  Nominations of individuals for election to the
Board of Directors and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (A) pursuant to
the Corporations notice of such meeting; (B) by or at the direction of the
Board of Directors; or (C) by any stockholder of the Corporation who (i) was a
stockholder of record both at the time of giving of notice provided for in this
Section 2.13(a) and at the time of the annual meeting in question; (ii) is
entitled to vote at such meeting; and (iii) has complied with the notice
procedures set forth in this Section 2.13(a).  (2)  For nominations or other business to be properly
brought at an annual meeting by a stockholder pursuant to this paragraph (a)(2)
or paragraph (a)(1) of this Section 2.13, the stockholder must give timely
notice thereof in writing to the Secretary of the Corporation.  To be timely, a stockholders notice shall be
delivered to the Secretary at the principal executive office of the Corporation
not less than 120 days nor more than 150 days prior to the first anniversary of
the date of mailing of the notice for the preceding years annual meeting;
provided, however, that in the event that the date of the annual meeting is
advanced or delayed by more than 30 days from the first anniversary of the date
of the preceding years annual meeting, notice by the stockholder to be timely
must be so delivered not earlier than the 120thday prior to
the date of such  5


annual meeting and not later than the close of business on the later of
the 90thday prior to the date of such annual meeting
or the 10thday following the day on which disclosure of
the date of such meeting is first made. 
In no event shall the public announcement of a postponement or
adjournment of an annual meeting commence a new time period for the giving of a
stockholders notice as described above. 
Such stockholders notice shall set forth (A) as to each individual whom
the stockholder proposes to nominate for election or reelection as a director (i)
the name, age, business address, and residence address of such individual; (ii)
the class and number of shares of stock of the Corporation that are
beneficially owned by such individual; and (iii) all other information relating
to such individual that is required to be disclosed in solicitations of proxies
for election of directors in an election contest (even if an election contest
is not involved), or is otherwise required pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the Exchange Act) (including such individuals written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); (B) as to any other business that the stockholder proposes to bring
before the meeting, (i) a brief description of the business desired to be
brought before the meeting; (ii) the reasons for conducting such business at
the meeting; and (iii) any material interest in such business of such
stockholder and any Stockholder Associated Person (as defined below),
individually or in the aggregate, including any anticipated benefit to the
stockholder and the Stockholder Associated Person therefrom; (C) as to the
stockholder giving the notice and any Stockholder Associated Person, the class,
series and number of all shares of stock of the Corporation which are owned by
such stockholder and by such Stockholder Associated Person, if any, and the
nominee holder for, and number of, shares owned beneficially but not of record
by such stockholder and by any such Stockholder Associated Person; (D) as to
the stockholder giving the notice and any Stockholder Associated Person covered
by clauses (B) or (C) of this Section 2.13(a), the name and address of such
stockholder, as they appear on the Corporations stock ledger and current name
and address, if different, and of such Stockholder Associated Person; and (E) to
the extent known by the stockholder giving the notice, the name and address of
any other stockholder supporting the nominee for election or reelection as a
director or the proposal of other business on the date of such stockholders
notice.  (3)  Notwithstanding anything in the second
sentence of paragraph (a)(2) of this Section 2.13 to the contrary, in the event
that the number of directors to be elected to the Board of Directors is
increased and there is no public announcement naming all of the nominees for
directors or specifying the size of the increased Board of Directors made by
the Corporation at least 130 days prior to the first anniversary of the date of
mailing of the notice for the preceding years annual meeting, a stockholders
notice required by this Section 2.13(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 Corporation no later than the close of business on the 10th day following
the day on which such public announcement is first made by the Corporation.  (4)  For purposes of this Section 2.13, Stockholder
Associated Person of any stockholder shall mean (i) any person controlling,
directly or indirectly, or acting in concert with, such stockholder, (ii) any
beneficial owner of shares of stock of the  6


Corporation owned of record or beneficially by such stockholder and (iii)
any person controlling, controlled by or under common control with such
Stockholder Associated Person.  (b)           Special
Meetings of Stockholders.  Only such
business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the Corporations notice of said
meeting.  Nominations of individuals for
election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected (i) pursuant to the
Corporations notice of said meeting; (ii) by or at the direction of the Board
of Directors; or (iii) provided the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who (A) is a stockholder of record both at the time of giving of
notice provided for in this Section 2.13(b) at the time of the special meeting;
(B) is entitled to vote at the meeting; and (C) complied with the notice
procedures set forth in this Section 2.13(b). 
In the event the Corporation calls a special meeting of stockholders for
the purpose of electing one or more directors to the Board of Directors, any
such stockholder may nominate an individual or individuals (as the case may be)
for election to such position as specified in the Corporations notice of meeting,
if the stockholders notice containing the information required by paragraph
(a)(2) of this Section 2.13 shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the 150thday prior to such
special meeting and not later than the close of business on the later of the
120thday 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 Directors to
be elected at such meeting.  In no event
shall the public announcement of a postponement or adjournment of a special
meeting commence a new time period for the giving of a stockholders notice as
described above.  (c)           General.  (1)  If
information submitted pursuant to this Section 2.13 by any stockholder
proposing a nominee for election as a director or any proposal for other
business at a meeting of stockholders shall be inaccurate to a material extent,
such information may be deemed not to have been provided in accordance with
this Section 2.13.  Upon written request
by the Secretary or the Board of Directors or any committee thereof, any
stockholder proposing a nominee for election as a director or any proposal for
other business at a meeting of stockholders shall provide, within five business
days of delivery of such request (or such other period as may be specified in
such request), written verification, satisfactory, in the discretion of the
Board of Directors or any committee thereof or any authorized officer of the
Corporation, to demonstrate the accuracy of any information submitted by the
stockholder pursuant to this Section 2.13. 
If a stockholder fails to provide such written verification within such
period, the information as to which written verification was requested may be
deemed not to have been provided in accordance with this Section 2.13.  (2)  Only such individuals who are nominated in
accordance with the procedures set forth in this Section 2.13 shall be eligible
to serve as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 2.13. 
The presiding  7


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 2.13, and,
if any proposed nomination or business is not in compliance with this Section 2.13,
to declare that such defective nomination or proposal, if any, be disregarded.  (3)  For purposes of this Section 2.13, (i) the date
of mailing of the notice shall mean the date of the proxy statement for the
solicitation of proxies for election of directors and (ii) public announcement
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant
to Sections 13, 14 or 15(d) of the Exchange Act.  (4)  Notwithstanding the foregoing provisions of
this Section 2.13, a stockholder shall also comply with all applicable
requirements of state law and the Exchange Act and the rules and regulations
promulgated thereunder with respect to the matters set forth in this Section 2.13.  Nothing in this Section 2.13 shall be deemed
to affect any rights of stockholders to request inclusion of proposals in the
Corporations proxy statement pursuant to Rule 14a-8 under the Exchange Act.  Section 2.14Voting by Ballot  Voting on any question or in any election may be viva voce unless the
presiding officer shall order, or any stockholder shall demand, that voting be
by ballot.  ARTICLE III  DIRECTORS  Section 3.01General Powers  The business and affairs of the Corporation shall be managed under the
direction of its Board of Directors.  Section 3.02Number, Tenure And Qualifications  At any regular meeting or at any special meeting called for that
purpose, a majority of the members then serving on the Board of Directors may
increase or decrease the number of directors, provided that, except as
otherwise provided in the Charter, the number thereof shall never be less than
the minimum number required by the MGCL or the Charter (whichever is greater),
nor more than the maximum number of directors set forth in the Charter, and
further provided that the tenure of office of a director shall not be affected by
any decrease in the number of directors.  Section 3.03Annual And Regular Meetings  An annual meeting of the Board of Directors shall be held immediately
after and at the same place as the annual meeting of stockholders, no notice
other than this Bylaw being necessary. 
In  8


the
event such meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors. 
The Board of Directors may provide, by resolution, the time and place,
either within or without the State of Maryland, for the holding of quarterly or
regular meetings of the Board of Directors without other notice than such
resolution.  Section 3.04Special Meetings  Special meetings of the Board of Directors may be called by or at the
request of the Chairman of the Board, President or by a majority of the Board
of Directors.  The individual or
individuals authorized to call special meetings of the Board of Directors may
fix any place, either within or without the State of Maryland, as the place for
holding any special meeting of the Board of Directors called by them.  The Board of Directors may provide, by
resolution, the time and place for the holding of special meetings of the Board
of Directors without other notice than such resolution.  Section 3.05Notice  Notice of any special meeting of the Board of Directors shall be
delivered personally, or by telephone, electronic mail, facsimile transmission,
United States mail, or courier to each director at his business or residence
address.  Notice by personal delivery,
telephone, electronic mail, facsimile transmission or courier shall be given at
least twenty four hours prior to the meeting.  Notice by United States 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 prepaid
thereon.  Telephone notice shall be
deemed to be given when the director or his agent is personally given such
notice in a telephone call to which he or his agent is a party.  Electronic mail notice shall be deemed to be
given upon transmission of the message to the electronic mail address given to
the Corporation by the director. 
Facsimile transmission notice shall be deemed to be given upon
completion of the transmission of the message to the number given to the
Corporation by the director and receipt of a completed answer-back indicating
receipt.  Notice by courier shall be
deemed to be given when deposited with or delivered to a courier properly
addressed.  Neither the business to be
transacted at, nor the purpose of, any annual, regular or special meeting of
the Board of Directors need be stated in the notice, unless specifically
required by statute or these Bylaws.  Section 3.06Quorum  A majority of the directors then serving shall constitute a quorum for
transaction of business at any meeting of the Board of Directors, provided that
if less than a majority of such directors are present at said meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice, and provided further that, if pursuant to the Charter
or these Bylaws, the vote of a majority of a particular group of directors is
required for action, a quorum must also include a majority of such group.  The directors present at a meeting which has
been duly called and convened may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.  9


Section 3.07Voting  (a)           The action of the majority of the directors present at a
meeting at which a quorum is present shall be the action of the Board of
Directors, unless the concurrence of a greater proportion is required for such
action by applicable statute or the Charter. 
If enough directors have withdrawn from a meeting to leave less than a
quorum but the meeting is not adjourned, the action of the majority of that
number of directors necessary to constitute a quorum at such meeting shall be
the action of the Board of Directors, unless the concurrence of a greater
proportion is required for such action by applicable statute or the Charter.  (b)           Any
action pertaining to any transaction in which the Corporation is purchasing,
selling, leasing or mortgaging any real estate asset, making a joint venture
investment or engaging in any other transaction in which an advisor, sponsor,
director or officer of the Corporation, any affiliated lessee or affiliated
contract manager of any property of the Corporation, or any affiliate of the
foregoing, has any direct or indirect interest other than as a result of their
status as a director, officer, or stockholder of the Corporation, shall be
approved in accordance with the applicable provisions of the laws of the State
of Maryland.  Section 3.08Organization  At each meeting of the Board of Directors, the Chairman of the board
or, in the absence of the Chairman, the Vice Chairman of the board, if any,
shall act as chairman.  In the absence of
both the Chairman and Vice Chairman of the board, the Chief Executive Officer
or in the absence of the Chief Executive Officer, the President or in the
absence of the President, a director chosen by a majority of the directors
present, shall act as chairman.  The
Secretary or, in his or her absence, an Assistant Secretary of the Corporation,
or in the absence of the Secretary and all Assistant Secretaries, an individual
appointed by the Chairman, shall act as secretary of the meeting.  Section 3.09Action by Consent; Informal Action  Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting, if a consent in writing or
by electronic transmission to such action is given by each director, and such
action is filed with the minutes of proceedings of the Board of Directors.  Section 3.10Presumption of
Assent  A director of the Corporation who is present at any meeting of the
Board of Directors at which action on any matter is taken shall be presumed to
have assented to the action unless his or her dissent shall be entered in the
minutes of the meeting or unless he or she shall file a written dissent to such
action with the individual acting as secretary of the meeting before the
adjournment thereof, or shall forward any dissent by certified or registered
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting.  Such right to dissent shall
not apply to a director who voted in favor of such action.  10


Section 3.11Telephone Meetings  Directors may participate in a meeting of the Board of Directors by
means of a conference telephone or other 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 3.12Removal  At any meeting of stockholders called expressly, but not necessarily
solely, for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote on the election of directors.  Section 3.13Vacancies  If for any reason any or all the directors cease to be directors, such
event shall not terminate the Corporation or affect these Bylaws or the powers
of the remaining directors hereunder (even if fewer than 3 directors
remain).  Any vacancy on the Board of
Directors for any cause may be filled by a majority of the remaining directors,
although such majority is less than a quorum. 
Notwithstanding the foregoing, a majority of the Independent Directors
shall nominate replacements for vacancies among the Independent Directors
positions.  Any individual so elected as
director shall hold office until the next annual meeting of stockholders and
until his or her successor is elected and qualifies.  Section 3.14Compensation  Directors may, in the discretion of the entire Board of Directors,
receive annual or monthly salary and/or equity-based compensation for their
services as directors, fixed sums per meeting and/or per visit to real property
or other facilities owned or leased by the Corporation, and/or for any service
or activity performed or engaged in as directors on behalf of the Corporation.  Directors may be reimbursed for expenses of
attendance, if any, at each annual, regular or special meeting of the Board of
Directors or of any committee thereof and for their reasonable out-of-pocket
expenses, if any, in connection with each such meeting, property visit, and/or
other service or activity they performed or engaged in as directors on behalf
of the Corporation.  Nothing herein
contained shall be construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.  Section 3.15Loss of Deposits  No director 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 stock have been deposited.  Section 3.16Surety Bonds  Unless required by law, no director shall be obligated to give any bond
or surety or other security for the performance of any of his duties.  11


Section 3.17Reliance  Each director, officer, employee and agent of the Corporation shall, in
the performance of his duties with respect to the Corporation, 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 Corporation, upon
an opinion of counsel or upon reports made to the Corporation by any of its
officers or employees or by the adviser, accountants, appraisers or other
experts or consultants selected by the Board of Directors or officers of the
Corporation, regardless of whether such counsel or expert may also be a
director.  Section 3.18Certain Rights of Directors, Officers, Employees and
Agents  The directors shall have no responsibility to devote their full time to
the affairs of the Corporation.  Any
director or officer of the Corporation, 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, in addition
to, or in competition with those of or relating to the Corporation, subject to
the provisions of applicable law, the Charter, or the adoption of any policies
relating to such interests and activities adopted by the Board of Directors.  ARTICLE IV  COMMITTEES  Section 4.01Designation  The Board of Directors may, by a resolution adopted by a majority of
the entire Board of Directors, designate an Executive Committee, an Audit
Committee, a Compensation Committee, a Leasing Committee, and any other committee
it deems appropriate and in the best interest of the Corporation.  Section 4.02Number, Tenure and Qualifications  Each committee shall be composed of one or more directors, and such
committee members shall serve at the pleasure of the Board of Directors.  Section 4.03Power  Subject to the limitations contained herein and the limitations
contained in the resolution establishing such committee, to the extent
permitted by law, the executive committee shall have and may exercise all of
the power of the Board of Directors in the management of the business and
affairs of the corporation.  Each other
committee, to the extent expressly provided for in the resolution establishing
such committee and except as prohibited by law, shall have and may exercise all
of the power of the Board of Directors in such other matters and affairs
concerning the Corporation. 
Notwithstanding the foregoing, no committee shall have the power of the
Board of Directors to fix the compensation of any committee member.  12


Section 4.04Meetings  Notice of committee meetings shall be given in the same manner as
notice for special or regular meetings of the Board of Directors.  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 of the
committee members present at a meeting shall be the act of such committee.  The Board of Directors may designate a
chairman of any committee, and such chairman or, in the absence of a chairman,
any two members of any committee may fix the time and place of its meeting
unless the Board shall otherwise provide. 
In the absence of any member of any such committee, the members thereof
present at any meeting, whether or not they constitute a quorum, may appoint
another director to act in the place of such absent member.  Each committee shall keep minutes of its
proceedings.  Section 4.05Telephone Meetings  Members of a committee of the Board of Directors may participate in a
meeting by means of a conference telephone or other communications equipment if
all persons participating in the meeting can hear each other at the same
time.  Participation in a meeting by
these means shall constitute presence in person at the meeting.  Section 4.06Action by Consent; Informal Action  Any action required or permitted to be taken at any meeting of a
committee of the Board of Directors may be taken without a meeting, if a
consent in writing or by electronic transmission to such action is given by
each member of the committee and is filed with the minutes of proceedings of
such committee.  Section 4.07Vacancies  Subject to the provisions hereof, the Board of Directors 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  Section 5.01General Provisions  The officers of the Corporation shall be elected by the Board of
Directors, and shall include a President, Treasurer, Secretary, and any other
officers as determined by the Board of Directors.  Such officers may include a Chairman of the
Board, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, one or more Vice Presidents, one or more Assistant Treasurers, a
Secretary, and/or one or more Assistant Secretaries.  In addition, the Board of Directors may from
time to time elect such other officers with such powers and duties as they shall
deem necessary or desirable.  The
officers of the Corporation shall be elected annually by the Board of Directors
at the first meeting of the Board of Directors held after each annual meeting
of stockholders, except that the Chief Executive Officer may appoint one or
more Vice Presidents,  13


Assistant
Secretaries and Assistant Treasurers or other officers.  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 qualifies 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 its discretion, the Board of Directors may leave unfilled any office
except that of President, Treasurer and Secretary.  Election of an officer or agent shall not
itself create contract rights between the Corporation and such officer or
agent.  Section 5.02Removal and Resignation  Any officer or agent of the Corporation may be removed by the Board of
Directors if in its judgment the best interests of the Corporation 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 Corporation may resign at any time by giving written
notice of his resignation to the Board of Directors, the Chairman of the Board,
the President or the Secretary.  Any
resignation shall take effect immediately upon its receipt or at such later
time specified in the notice of resignation. 
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 Corporation.  Section 5.03Vacancies  A vacancy in any office may be filled by the Board of Directors for the
balance of the term.  Section 5.04Power  Officers shall have such power and perform such duties in the
management of the corporation as are provided in these Bylaws or as may be
determined by resolution of the Board of Directors not inconsistent with these
Bylaws.  Section 5.05The Chairman of the Board  Unless otherwise designated by the Board of Directors, the Chief
Executive Officer shall also be the Chairman of the Board.  The Chairman of the Board shall preside at
all meetings of the stockholders, the Board of Directors and any committee on
which he serves.  The Chairman in his
role as an executive officer shall not have any authority with respect to the
business, financial affairs or day-to-day operations of the Corporation.  At the request of the Chairman, or in case of
his absence or inability to act, unless otherwise directed by the Board of
Directors, the Chief Executive Officer shall perform the duties of the Chairman
and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Chairman.  Section 5.06The Chief Executive Officer  Unless otherwise designated by the Board of Directors, the President
shall also be the Chief Executive Officer. 
The Chief Executive Officer shall be the highest ranking executive
officer of the Corporation and, subject to the supervision of the Board of Directors,
shall have all authority and power with respect to, and shall be responsible
for, the general management of the business,  14


financial
affairs, and day-to-day operations of the Corporation, including, but not
limited to, (i) the supervision and management of all other executive officers;
(ii) the development of the Corporations long-range strategic plan and the
annual operating plan; (iii) the engagement, retention and termination of
employees and independent contractors of the Company, the setting of the
compensation and other material terms of employment or engagement of employees
and independent contractors, and the establishment of work rules for employees;
(iv) the representation of the Corporation at any business or financial meeting
or presentation with stockholders, lenders, affiliates, strategic or joint
venture partners, financial institutions, underwriters, analysts and any other
entity with which the Corporation does business; and (v) the initiation,
development, and implementation of new business, markets and technologies.  The Chief Executive Officer shall see that
all orders and resolutions of the Board of Directors are carried into effect
and shall perform such other duties and have such other authority and powers as
the Board may from time to time prescribe. 
At the request of the Chief Executive Officer, or in case of his absence
or inability to act, unless otherwise directed by the Board of Directors, the
President shall perform the duties of the Chief Executive Officer and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Chief Executive Officer. 
Additionally, in the event that the Corporation has both a President and
a Chief Executive Officer, any powers or duties conferred upon the President in
these Bylaws shall concurrently be conferred upon the Chief Executive Officer,
and in such event the powers granted to the President shall be subject to the
exercise of such powers or duties by the Chief Executive Officer.  Section 5.07The President  Unless the Board of Directors shall designate otherwise, the Chief
Executive Officer shall be the President of the Corporation.  The President shall report to the Chief
Executive Officer, if distinct, and shall have, subject to the control of the
Chief Executive Officer and the Board, active supervision and management over
the day-to-day operations of the Corporation and over its subordinate officers,
assistants, agents and employees.  At the
request of the President, or in case of his absence or inability to act, unless
otherwise directed by the Board of Directors, the Chief Executive Officer shall
perform the duties of the President and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President.  Section 5.08The Chief Operating Officer  Unless the Board of Directors shall designate, the President shall be
the Chief Operating Officer of the Corporation. 
The Chief Operating Officer shall report to the President, if distinct,
and shall have, subject to the control of the President and the Board, active
supervision over such portion of the day-to-day operations of the Corporation
and over its subordinate officers, assistants, agents and employees as delegated
by the President or the Board of Directors.  Section 5.09The Treasurer; Chief Financial Officer  Unless the Board of Directors shall designate otherwise, the Treasurer
shall be the Chief Financial Officer of the Corporation.  The Treasurer shall report to the Chief
Executive Officer and shall have, subject to the control of the Chief Executive
Officer and the Board of Directors, the general care and custody of the funds
and securities of the Corporation and the authority and  15


power
with respect to, and the responsibility for, the Corporations accounting,
auditing, reporting and financial record-keeping methods and procedures;
controls and procedures with respect to the receipt, tracking and disposition
of the revenues and expenses of the Corporation; the establishment and
maintenance of depository, checking, savings, investment and other accounts of
the Corporation; relations with accountants, financial institutions, lenders,
underwriters and analysts; the development and implementation of funds
management and short-term investment strategies; the preparation of financial
statements and all tax returns and filings of the Corporation; and the
supervision and management of all subordinate officers and personnel associated
with the foregoing.  Section 5.10Vice Presidents  Each Vice President shall have such powers and duties as may be
prescribed from time to time by the Board of Directors or as may be delegated
from time to time by the President and (in the order as designated by the Board
of Directors, or in the absence of such designation, as determined by the
length of time each has held the office of Vice President continuously) shall
exercise the powers of the President during that officers absence or inability
to act.  The Board of Directors may
designate one or more Vice Presidents as Executive Vice President, Senior Vice
President, or as Vice President for particular areas of responsibility.  Section 5.11Assistant Treasurers  Each Assistant Treasurer shall perform such duties as may be prescribed
from time to time by the Board of Directors or as may be delegated from time to
time by the President.  The Assistant
Treasurers (in the order as designated by the Board of Directors or, in the
absence of such designation, as determined by the length of time each has held
the office of Assistant Treasurer continuously) shall exercise the powers of
the Treasurer during that officers absence or inability to act.  Section 5.12Secretary  The Secretary shall maintain minutes of all meetings of the Board of
Directors, of any committee, and of the stockholders, or consents in lieu of
such minutes, in the Corporations minute books, and shall cause notice of such
meetings to be given when requested by any person authorized to call such
meetings.  The Secretary may sign with
the President, in the name of the Corporation, all contracts of the Corporation
and affix the seal of the Corporation thereto. 
The Secretary shall have charge of the certificate books, stock transfer
books, and stock papers as the Board of Directors may direct, all of which
shall at all reasonable times be open to inspection by any director at the
office of the Corporation during business hours.  The Secretary shall perform such other duties
as may be prescribed from time to time by the Board of Directors or as may be
delegated from time to time by the President.  Section 5.13Assistant Secretaries  Each Assistant Secretary shall perform such duties as may be prescribed
from time to time by the Board of Directors or as may be delegated from time to
time by the President.  The Assistant
Secretaries (in the order designated by the Board of Directors or, in the
absence of such designation, as determined by the length of time each has held
the office of Assistant Secretary  16


continuously)
shall exercise the powers of the Secretary during that officers absence or
inability to act.  Section 5.14Compensation  The salaries and other compensation of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary or other compensation by reason of the fact that he is
also a director.  ARTICLE VI  CONTRACTS, LOANS, CHECKS AND DEPOSITS  Section 6.01Contracts  The Board of Directors 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 Corporation and such authority may be general or confined to
specific instances.  Any agreement, deed,
mortgage, lease or other document shall be valid and binding upon the Board of
Directors and upon the Corporation when authorized or ratified by action of the
Board of Directors and executed by an authorized person.  Section 6.02Checks 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 Corporation shall be signed by such officer or agent
of the Corporation in such manner as shall from time to time be determined by
the Board of Directors.  Section 6.03Deposits  All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may designate.  ARTICLE VII  STOCK CERTIFICATES; ISSUANCES,
TRANSFERS  Section 7.01Certificates  Except as otherwise provided in these Bylaws, this Section shall not be
interpreted to limit the power of the Board of Directors to issue some or all
of the shares of any or all of its classes or series without certificates.  Section 7.02Transfers; Registered Stockholders  The Corporation shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other  17


claim
to or interest in such share or on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Maryland.  Notwithstanding the
foregoing, transfers of shares of any class of stock will be subject in all
respects to the Charter and all of the terms and conditions contained therein.  Section 7.03Closing of Transfer Books or Fixing of Record Date  The Board of Directors may (i) set, in advance, a record date for the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or determining stockholders entitled to receive payment
of any dividend or the allotment of any other rights, or in order to make a
determination of stockholders for any other proper purpose, (such record date,
in any case, may not be prior to the close of business on the day the record date
is fixed and shall be not more than 90 days before the date on which the
meeting or particular action requiring such determination of stockholders of
record is to be held or taken); or (ii) in lieu of fixing a record date, direct
that the stock transfer books be closed for a period not greater than 20
days.  In the case of a meeting of the
stockholders, the record date or the date set for the closing of the stock
transfer books shall be at least ten days before the date of such meeting.  If no record date is fixed
and stock transfer books are not closed for the determination of stockholders, (i)
the record date for the determination of stockholders entitled to notice of or
to vote at a meeting of stockholders shall be the later of (a) the close of
business on the day on which the notice of meeting is mailed or (b) the 30thday before the meeting; and (ii) the record
date for the determination of stockholders 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 Board of Directors declaring the
dividend or allotment of rights is adopted, provided that the payment or
allotment may not be made more than 60 days after the date on which such
resolution is adopted.  When a determination of
stockholders entitled to vote at any meeting of stockholders 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 7.04Stock Ledger  The Corporation shall maintain at one or more of its principal offices
or at the office of its counsel, accountants, or transfer agent, an original or
duplicate share ledger containing the name and address of each stockholder and
the number of shares of each class held by such stockholder.  Section 7.05Fractional Stock; Issuance of Units  The Board of Directors may issue fractional stock 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 Charter or these Bylaws, the Board of Directors may issue
units consisting of  18


different
securities of the Corporation.  Any
security issued in a unit shall have the same characteristics as any identical
securities issued by the Corporation, except that the Board of Directors may
provide that for a specified period securities of the Corporation issued in
such unit may be transferred on the books of the Corporation only in such unit.  ARTICLE VIII  ACCOUNTING YEAR  The Board of Directors shall
have the power, from time to time, to fix the fiscal year of the Corporation by
a duly adopted resolution.  ARTICLE IX  DISTRIBUTIONS  Section 9.01Authorization  Dividends and other distributions upon the stock of the Corporation may
be authorized by the Board of Directors, subject to the provisions of law and
the Charter.  Dividends and other
distributions may be paid in cash, property or stock of the Corporation,
subject to the provisions of law and the Charter.  Section 9.02Contingencies  Before payment of any dividends or other distributions, there may be
set aside out of any assets of the Corporation available for dividends or other
distributions such sum or sums as the Board of Directors may from time to time,
in its absolute discretion, think proper as a reserve fund for contingencies,
for equalizing dividends or other distributions, for repairing or maintaining
any property of the Corporation or for such other purpose as the Board of
Directors shall determine to be in the best interest of the Corporation, and
the Board of Directors may modify or abolish any such reserve.  ARTICLE X  INVESTMENT POLICY  Subject to the provisions of
the Charter, the Board of Directors may from time to time adopt, amend, revise
or terminate any policy or policies with respect to investments by the
Corporation as it shall deem appropriate in its sole discretion.  19


ARTICLE XI  SEAL  Section 11.01Seal  The Board of Directors may authorize the
adoption of a seal by the Corporation. 
The seal shall contain the name of the Corporation and the year of its
incorporation and the words Incorporated Maryland.  The Board of Directors may authorize one or
more duplicate seals and provide for the custody thereof.  Section 11.02Affixing Seal  Whenever the Corporation 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 [SEAL]
adjacent to the signature of the person authorized to execute the document on
behalf of the Corporation.  ARTICLE XII  WAIVER OF NOTICE  Whenever any notice is
required to be given pursuant to the Charter 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 XIII  AMENDMENT OF BYLAWS  The Board of Directors shall
have the exclusive power to adopt, alter or repeal any provision of these
Bylaws and to make new Bylaws.  The
original or certified copy of these Bylaws, including any amendments thereto,
shall be kept at the Corporations principal office, as determined pursuant to Article
I, Section 1 of these Bylaws.  20


The foregoing are certified
as the Amended and Restated Bylaws of the Company adopted by the Board of
Directors as of January     , 2008.   Secretary