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                                                                    EXHIBIT 3.3


                             BRANDYWINE REALTY TRUST

                                     BYLAWS


                                   ARTICLE I.

                                     OFFICES

                  Section 1. Principal Office. The principal office of
Brandywine Realty Trust (the "Trust") shall be located at such place or places
as the Trustees may designate.

                  Section 2. Additional Offices. The Trust may have additional
offices at such places as the Trustees may from time to time determine or the
business of the Trust may require.


                                   ARTICLE II.

                            MEETINGS OF SHAREHOLDERS

                  Section 1. Place. All meetings of shareholders shall be held
at the principal place 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 Trustees and the transaction of any business
within the powers of the Trust shall be held annually and at the time set by the
Trustees.

                  Section 3. Special Meetings. Subject to the rights of the
holders of any series of Preferred Shares of Beneficial Interest (as defined in
the Declaration of Trust) to elect additional Trustees under specified
circumstances, special meetings of the shareholders may be called by the
chairman or by a resolution adopted by one-half or more of the total number of
Trustees which the Trust would have if there were no vacancies (the "Whole
Board"). Special meetings of shareholders may also be called upon the written
request of shareholders to the extent permitted in Article 7 of the Declaration
of Trust.

                  Section 4. Notice. Not less than ten nor more than 90 days
before each meeting of shareholders, the secretary shall give to each
shareholder entitled to vote at such meeting and to each shareholder not
entitled to vote who is entitled to notice of the meeting written or printed
notice stating the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by statute, the purpose for which the
meeting is called, either by mail or by presenting it to such shareholder
personally or by leaving it at his residence or usual place of business. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the
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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 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. Quorum. At any meeting of shareholders, the
presence in person or by proxy of shareholders entitled to cast a majority of
all the votes entitled to be cast at such meeting shall constitute a quorum; but
this section shall not affect any requirement under any statute or the
Declaration of Trust for the vote necessary for the adoption of any measure. If,
however, such quorum shall not be present at any meeting of the shareholders,
the shareholders entitled to vote at such meeting, present in person or by
proxy, shall have power to adjourn the meeting from time to time to a date not
more than 120 days after the original record date without notice other than
announcement at the meeting. At such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting as originally notified.

                  Section 7. Voting. A plurality of all the votes cast at a
meeting of shareholders duly called and at which a quorum is present shall be
sufficient to elect a Trustee. Shareholders shall not be entitled to cumulate
their votes in the election of Trustees. A majority of the votes cast at a
meeting of shareholders duly called and at which a quorum is present shall be
sufficient to approve any other matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by statute or
by the Declaration of Trust. Unless otherwise provided in the Declaration, each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders.

                  Section 8. Proxies. A shareholder may vote the shares owned of
record by him, either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the secretary of the Trust before or at the time of the meeting. No
proxy shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.

                  Section 9. Voting of Shares by Certain Holders. Shares
registered in the name of a corporation, partnership, trust or other entity, if
entitled to be voted, may be voted by the chief executive officer 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


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person who has been appointed to vote such shares pursuant to a bylaw or a
resolution of the board of directors of such corporation or other entity
presents a certified copy of such bylaw or resolution, in which case such person
may vote such shares. Any trustee or other fiduciary may vote shares registered
in his name as such fiduciary, either in person or by proxy.

                  Shares of the Trust directly or indirectly owned by it shall
not be voted at any meeting and shall not be counted in determining the total
number of outstanding shares entitled to be voted at any given time, unless they
are held by it in a fiduciary capacity, in which case they may be voted and
shall be counted in determining the total number of outstanding shares at any
given time.

                  The 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 Trustees consider
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 10. Inspectors. At any meeting of shareholders, the
chairman of the meeting may, or upon the request of any shareholder shall,
appoint one or more persons as inspectors for such meetings. 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.


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                  Section 11. Reports to Shareholders. Not later than 90 days
after the close of each fiscal year of the Trust, the Trustees shall deliver or
cause to be delivered a report of the business and operations of the Trust
during such fiscal year to the shareholders, containing a balance sheet and a
statement of income and surplus of the Trust, accompanied by the certification
of an independent certified public accountant, and such further information as
the Trustees may determine is required pursuant to any law or regulation to
which the Trust is subject. A signed copy of the annual report and the
accountant's certificate shall be filed by the Trustees with the State
Department of Assessments and Taxation of Maryland, and with such other
governmental agencies as may be required by law and as the Trustees may deem
appropriate.

                  Section 12. Voting by Ballot. Voting on any question or in any
election may be viva voce unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

                  Section 13. No Shareholder Action by Written Consent. Subject
to the rights of the holders of any series Preferred Shares to elect additional
Trustees under specific circumstances, any action required or permitted to be
taken by the shareholders of the Trust must be effected at an annual or special
meeting of shareholders and may not be effected by any consent in writing by
such shareholders.

                  Section 14. Exemption of Certain Shares. All of the
acquisitions of: (i) the common shares of beneficial interest ("Common Shares")
of the Trust now or hereafter owned by Safeguard Scientifics, Inc., The Nichols
Company and any of their current or future affiliates or associates
(collectively, the "SSI/TNC Affiliates"); (ii) the Common Shares and Preferred
Shares now or hereafter owned by Commonwealth of Pennsylvania State Employes'
Retirement System, RAI Real Estate Advisers, Inc. and any of their current or
future affiliates or associates (collectively, the "SERS Affiliates"); and (iii)
the Common Shares now or hereafter owned by Morgan Stanley Asset Management,
Inc., Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio and
Morgan Stanley, Sicav Subsidiary, SA and any of their current or future
affiliates or associates (collectively, the "Morgan Affiliates") are hereby
exempted from Subtitle 7 of Title 3 of the Maryland General Corporation Law, and
the Trust shall have no right to exercise the redemption right with respect to
such Common Shares arising under said Subtitle 7. In no event will any
Shareholder of the Trust have any rights under Section 3-708 of said Subtitle 7
as a result of the ownership by the SSI/TNC Affiliates of Common Shares or by
the SERS Affiliates of Common Shares or Preferred Shares or by the Morgan
Affiliates of Common Shares as aforesaid. As used herein, the terms "affiliates"
and "associates" have the respective meanings


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assigned to them in Subtitles 6 and 7, respectively, of said Title 3.

                                  ARTICLE III.

                                    TRUSTEES

                  Section 1. General Powers: Qualifications. The business and
affairs of the Trust shall be managed under the direction of its Board of
Trustees. A Trustee shall be an individual at least 21 years of age who is not
under legal disability.

                  Section 2. Annual and Regular Meetings. An annual meeting of
the Trustees shall be held immediately after and at the same place as the annual
meeting of shareholders, no notice other than this Bylaw being necessary. The
Trustees may provide, by resolution, the time and place, either within or
without the State of Maryland, for the holding of regular meetings of the
Trustees without other notice than such resolution.

                  Section 3. Special Meetings. Special meetings of the Trustees
may be called by or at the request of the chairman or chief executive officer or
by one-half or more of the Trustees then in office. The person or persons
authorized to call special meetings of the Trustees may fix any place, either
within or without the State of Maryland, as the place for holding any special
meeting of the Trustees called by them.

                  Section 4. Notice. Notice of any special meeting shall be
given by written notice delivered personally, transmitted by facsimile,
telegraphed or mailed to each Trustee at his business or residence address.
Personally delivered, facsimile transmitted or telegraphed notices shall be
given at least two days prior to the meeting.

                  Notice by mail shall be given at least five days prior to the
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail properly addressed, with postage thereon prepaid. If
given by telegram, such notice shall be deemed to be given when the telegram is
delivered to the telegraph company. Neither the business to be transacted at,
nor the purpose of, any annual, regular or special meeting of the Trustees need
be stated in the notice, unless specifically required by statute or these
Bylaws.

                  Section 5. Quorum. A whole number of Trustees equal to at
least a majority of the Whole Board Trustees shall constitute a quorum for
transaction of business at any meeting of the Trustees, provided that, if less
than a quorum are present at said meeting, a majority of the Trustees present
may adjourn the meeting from time to time without further notice, and provided


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further that if, pursuant to the Declaration of Trust or these Bylaws, the vote
of a majority of a particular group of Trustees is required for action, a quorum
must also include a majority of such group.

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

                  Section 6. Voting. The action of the majority of the Trustees
present at a meeting at which a quorum is present shall be the action of the
Trustees, unless the concurrence of a greater proportion is required for such
action by applicable statute.

                  Section 7. Telephone Meetings. Trustees may participate in a
meeting by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other at the same
time. Participation in a meeting by these means shall constitute presence in
person at the meeting.

                  Section 8. Informal Action by Trustees. Any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting, if a consent in writing to such action is signed by each Trustee and
such written consent is filed with the minutes of proceedings of the Trustees.

                  Section 9. Vacancies. If for any reason any or all the
Trustees cease to be Trustees, such event shall not terminate the Trust or
affect these Bylaws or the powers of the remaining Trustees hereunder (even if
fewer than three Trustees remain). Any vacancy (including a vacancy created by
an increase in the number of Trustees) shall be filled, at any regular meeting
or at any special meeting called for that purpose, by a majority of the Trustees
(although less than a quorum). Any individual so elected as Trustee shall hold
office until the next annual meeting of shareholders and until his successor has
been duly elected and qualified.

                  Section 10. Compensation. Trustees shall not receive any
stated salary for their services as Trustees but, by resolution of the trustees,
fixed sums per year and/or per meeting. Expenses of attendance, if any, may be
allowed to trustees for attendance at each annual, regular or special meeting of
the Trustees or of any committee thereof; but nothing herein contained shall be
construed to preclude any Trustees from serving the Trust in any other capacity
and receiving compensation therefor.


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                  Section 11. Removal of Trustees. The shareholders may, at any
time, remove any Trustee in the manner provided in the Declaration of Trust.

                  Section 12. Loss of Deposits. No Trustee shall be liable for
any loss which may occur by reason of the failure of the bank, trust company,
savings and loan association, or other institution with whom moneys or shares
have been deposited.

                  Section 13. Surety Bonds. Unless required by law, no Trustee
shall be obligated to give any bond or surety or other security for the
performance of any of his duties.

                  Section 14. Reliance. Each Trustee, officer, employee and
agent of the Trust shall, in the performance of his duties with respect to the
Trust, be fully justified and protected with regard to any act or failure to act
in reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel or upon reports made to the Trust by any of
its officers or employees or by the adviser, accountants, appraisers or other
experts or consultants selected by the Trustees or officers of the Trust,
regardless of whether such counsel or expert may also be a Trustee.

                  Section 15. Certain Rights of Trustees, Officers, Employees
and Agents. The Trustees shall have no responsibility to devote their full time
to the affairs of the Trust. Any Trustee or officer, employee or agent of the
Trust, in his 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 those of or relating to the
Trust. ARTICLE IV.

                                   COMMITTEES

                  Section 1. Number, Tenure and Qualifications. The Trustees
may, by resolution or resolutions passed by a majority of the whole Board,
appoint from among its members an Executive Committee, an Audit Committee and
other committees, composed of two or more Trustees.

                  Section 2. Powers. The Trustees may delegate to committees
appointed under Section 1 of this Article any of the powers of the Board of
Trustees, provided, however that the Trustees may not delegate to a committee
the power to declare dividends or other distributions, elect Trustees, issue
Shares of Beneficial Interest in the Trust other than as provided in the next
sentence, recommend to the shareholders any action which requires shareholder
approval, amend the Bylaws, or approve any


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merger or share exchange which does not require shareholder approval. If the
Board of Trustees has given general authorization for the issuance of Shares of
Beneficial Interest in the Trust, a committee of the board, in accordance with a
general formula or method specified by the Board by resolution or by adoption of
an option or other plan, may fix the terms of the Shares of Beneficial Interest
subject to classification or reclassification and the terms on which the shares
may be issued, including all terms and conditions required or permitted to be
established or authorized by the Board of Trustees.

                  Section 3. Committee Procedures. Each Committee may fix rules
of procedure for its business. A majority of the members of a committee shall
constitute a quorum for the transaction of business and the action of a majority
of those present at a meeting at which a quorum is present shall be action of
the committee. In the absence of any member of any committee, the members
thereof present at any meeting, whether or not they constitute a quorum, may
appoint another Trustee to act in the place of such absent member. Any action
required or permitted to be taken at a meeting of a committee may be taken
without a meeting, if a unanimous written consent which sets forth the action is
signed by each member of the committee and filed with the minutes of the
proceedings of such committee. The members of a committee may conduct any
meeting thereof 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 such means shall constitute presence in
person at the meeting.

                  Section 4. Emergency. In the event of a state of disaster of
sufficient severity to prevent the conduct and management of the affairs and
business of the Trust by its Trustees and officers as contemplated by the
Declaration of Trust and these Bylaws, any two or more available members of the
then incumbent Executive Committee, if any, shall constitute a quorum of that
Committee for the full conduct and management of the affairs and business of the
Trust in accordance with the provisions of this Article. In the event of the
unavailability, at such time, of a minimum of two members of the then incumbent
Executive Committee, the available Trustees shall elect an Executive Committee
composed of any two members of the Board of Trustees, whether or not they be
officers of the Trust, which two members shall constitute the Executive
Committee for the full conduct and management of the affairs of the Trust in
accordance with the foregoing provisions of this Section . This Section shall be
subject to implementation by resolution of the Board of Trustees passed form
time to time for that purpose, and any provisions of the Bylaws (other than this
Section ) and any resolutions which are contrary to the provisions of this
Section or to the provisions of any such implementing resolutions shall be
suspended until it shall be determined by any interim


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Executive Committee acting under this Section that it shall be to the advantage
of the Trust to resume the conduct and management of its affairs and business
under all the other provisions of these Bylaws.

                                   ARTICLE V.

                                    OFFICERS

                  Section 1. General Provisions. The officers of the Trust may
consist of a chairman of the board, a chief executive officer, one or more vice
presidents, a chief financial officer, a secretary, and one or more assistant
secretaries. In addition, the Trustees may from time to time appoint such other
officers with such powers and duties as they shall deem necessary or desirable.
The officers of the Trust shall be elected annually by the Trustees at the first
meeting of the Trustees held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be convenient. Each officer shall hold office
until his successor is elected and qualifies or until his death, resignation or
removal in the manner hereinafter provided. Any two or more offices may be held
by the same person. In their discretion, the Trustees may leave unfilled any
office. Election of an officer or agent shall not of itself create contract
rights between the Trust and such officer or agent.

                  Section 2. Removal and Resignation. Any officer or agent of
the Trust may be removed by a majority of the members of the Whole Board if in
their judgment the best interests of the Trust would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Any officer of the Trust may resign at any time by giving written
notice of his resignation to the Trustees, the chairman of the board, the chief
executive officer or the secretary. Any resignation shall take effect at any
time subsequent to the time specified therein or, if the time when it shall
become effective is not specified therein, immediately upon its receipt. The
acceptance of a resignation shall not be necessary to make it effective unless
otherwise stated in the resignation.

                  Section 3. Vacancies. A vacancy in any office may be filled by
the Trustees for the balance of the term.

                  Section 4. Chairman of the Board. The chairman of the board
shall preside over the meetings of the Trustees and of the shareholders at which
he shall be present. The chairman of the board shall perform such other duties
as may be assigned to him by the Trustees. Except where by law the signature of
the chief executive officer is required, the chairman of the board shall


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possess the same power as the chief executive officer to sign deeds, mortgages,
bonds, contracts or other instruments.

                  Section 5. Chief Executive Officer. The Trustees may designate
a chief executive officer from among the elected officers. In the absence of
such designation, the chairman of the board shall be the chief executive officer
of the Trust. The chief executive officer shall have general responsibility for
implementation of the policies of the Trust, as determined by the Trustees, and
for the management of the business affairs of the Trust. The chief executive
officer shall in general supervise and control all of the business and affairs
of the Trust. He may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Trustees or by these Bylaws to some other officer or agent of
the Trust or shall be required by law to be otherwise executed; and in general
shall perform all duties incident to the office of chief executive officer and
such other duties as may be prescribed by the Trustees from time to time.

                  Section 6. Vice Presidents. In the absence of the chief
executive officer or in the event of a vacancy in such office, the vice
president (or in the event there be more than one vice president, the vice
presidents in the order designated at the time of their election or, in the
absence of any designation, then in the order of their election ) shall perform
the duties of the 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; and shall perform such other duties as form time to time may be
assigned to him by the chief executive officer or by the Trustees. The Trustees
may designate one or more vice presidents as executive vice president or as vice
president for particular areas of responsibility.

                  Section 7. Secretary. The secretary shall (a) keep the minutes
of the proceedings of the shareholders, the Trustees and committees of the
Trustees in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the trust records and of the seal of the
Trust; (d) keep a register of the post office address of each shareholder which
shall be furnished to the secretary by such shareholder; (e) have general charge
of the share transfer books of the Trust; and (f) in general perform such other
duties as from time to time may be assigned to him by the chief executive
officer or by the Trustees.

                  Section 8. Chief Financial Officer. The chief financial
officer shall have the custody of the funds and securities of the Trust and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Trust and shall deposit all moneys and other valuable effects
in the name


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and to the credit of the Trust in such depositories as may be designated by the
Trustees.

                  The chief financial officer shall disburse the funds of the
Trust as may be ordered by the Trustees, taking proper vouchers for such
disbursements, and shall render to the chief executive officer and Trustees, at
the regular meetings of the Trustees or whenever they may require it, an account
of all his transactions as chief financial officer and of the financial
condition of the Trust.

                  If required by the Trustees, he shall give the Trust a bond in
such sum and with such surety or sureties as shall be satisfactory to the
Trustees for the faithful performance of the duties of his office and for the
restoration of the Trust, in case of his death, resignation, retirement or
removal from office, all books, papers, vouchers, moneys and other property of
whatever kind in his possession or under his control belonging to the Trust.

                  Section 9. Assistant Secretaries. The assistant secretaries,
in general, shall perform such duties as shall be assigned to them by the
secretary, or by the chief executive officer or the Trustees.

                  Section 10. Salaries. The salaries of the officers shall be
fixed from time to time by the Trustees and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Trustee.


                                   ARTICLE VI.

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

                  Section 1. Contracts. The Trustees may authorize any officer
or agent to enter into any contract or to execute and deliver any instrument in
the name of and on behalf of the Trust and such authority may be general or
confined to specific instances. Any agreement, deed, mortgage, lease or other
document executed by one or more of the Trustees or by an authorized person
shall be deemed valid and binding upon the Trustees and upon the Trust when so
authorized or ratified by action of the Trustees.

                  Section 2. Checks and Drafts. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Trust shall be signed by such officer or officers, agent or
agents of the Trust and in such manner as shall from time to time be determined
by the Trustees.


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                  Section 3. Deposits. All funds of the Trust not otherwise
employed shall be deposited from time to time to the credit of the Trust in such
banks, trust companies or other depositories as the Trustees may designate.


                                  ARTICLE VII.

                                     SHARES

                  Section 1. Certificates. Each shareholder shall be entitled to
a certificate or certificates which shall represent and certify the number of
shares of each class of beneficial interests held by him in the Trust. Each
certificate shall be signed by the chief executive officer or a vice president
and countersigned by the secretary or an assistant secretary or the chief
financial officer or an assistant treasurer and may be sealed with the seal, if
any, of the Trust. The signatures may be either manual or facsimile.
Certificates shall be consecutively numbered; and if the Trust shall, from time
to time, issue several classes of shares, each class may have its own number
series. A certificate is valid and may be issued whether or not an officer who
signed it is still an officer when it is issued. Each certificate representing
shares which are restricted as to their transferability or voting powers, which
are preferred or limited as to their dividends or as to their allocable portion
of the assets upon liquidation or which are redeemable at the option of the
Trust, shall have a statement of such restriction, limitation, preference or
redemption provision, or a summary thereof, plainly stated on the certificate.
In lieu of such statement or summary, the Trust may set forth upon the face or
back of the certificate a statement that the Trust will furnish to any
shareholder, upon request and without charge, a full statement of such
information.

                  Section 2. Transfers. Certificates shall be treated as
negotiable and title thereto and to the shares they represent shall be
transferred by delivery thereof to the same extent as those of a Maryland stock
corporation. 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 share or 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 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.


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                  Section 3. Lost Certificate. The Trustees may direct a new
certificate to be issued in place of any certificate previously issued by the
Trust alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost, stolen
or destroyed. When authorizing the issuance of a new certificate, the Trustees
may, in their discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or his legal
representative to advertise the same in such manner as they shall require and/or
to give bond, with sufficient surety, to the Trust to indemnify it against any
loss or claim which may arise as a result of the issuance of a new certificate.

                  Section 4. Closing of Transfer Books or Fixing of Record Date.
The Trustees may set, in advance a record date for the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any dividend or the allotment of any
other rights, or in order to make a determination of shareholders for any other
proper purpose. Such date, in any case, shall not be prior to the close of
business on the day the record date is fixed and shall be not more than 90 days
and, in the case of a meeting of shareholders not less than ten days, before the
date on which the meeting or particular action requiring such determination of
shareholders is to be held or taken.

                  In lieu of fixing a record date, the Trustees may provide that
the share transfer books shall be closed for a stated period but not longer than
20 days. If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at lest 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 dividend or an allotment of any
other rights shall be the close of business on the day on which the resolution
of the Trustees, declaring the dividend or allotment of rights, is adopted.

                  When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except where the
determination has been made through the


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closing of the transfer books and the stated period of closing
has expired.

                  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 shareholders of each class held by such
shareholder.

                  Section 6. Fractional Shares; Issuance of Units. Trustees may
issue fractional shares or provide for the issuance of scrip, all on such terms
and under such conditions as they may determine. Notwithstanding any other
provision of the Declaration or these Bylaws, the Trustees may issue units
consisting of different securities of the Trust. Any security issued in a unit
shall have the same characteristics as any identical securities issued by the
Trust, except that the Trustees may provide that for a specified period
securities of the Trust issued in such unit may be transferred on the books of
the Trust only in such unit.


                                  ARTICLE VIII.

                                 ACCOUNTING YEAR

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


                                   ARTICLE IX.

                                    DIVIDENDS

                  Section 1.  Declaration.  Dividends upon the shares of
the Trust may be declared by the Trustees, subject to the
provisions of law and the Declaration of Trust.  Dividends may be
paid in cash, property or shares of the Trust, subject to the
provisions of law and the Declaration.

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


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<PAGE>   15
                                   ARTICLE X.

                                INVESTMENT POLICY

                  Subject to the provisions of the Declaration of Trust, the
Trustees may from time to time adopt, amend, revise or terminate any policy or
policies with respect to investments by the Trust as they shall deem appropriate
in their sole discretion.


                                   ARTICLE XI.

                                      SEAL

                  Section 1. Seal. The Trustees may authorize the adoption of a
seal by the Trust. The seal shall have inscribed thereon the name of the Trust
and the year of its organization. The Trustees may authorize one or more
duplicate seals and provide for the custody thereof.

                  Section 2. Affixing Seal. Whenever the Trust is required to
place its seal to a document, it shall be sufficient to meet the requirements of
any law, rule or regulation relating to a seal to place the word "(SEAL)"
adjacent to the signature of the person authorized to execute the document on
behalf of the Trust.


                                  ARTICLE XII.

                                 INDEMNIFICATION

                  To the maximum extent permitted by Maryland law in effect from
time to time, the Trust, without requiring a preliminary determination of the
ultimate entitlement to indemnification, shall indemnify (a) any Trustee,
officer or shareholder or any former Trustee, officer or shareholder (including
among the foregoing, for all purposes of this Article XII and without
limitation, any individual who, while a Trustee 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), who has been successful, on the merits or otherwise,
in the defense of a proceeding to which he was made a party by reason of such
status, against reasonable expenses incurred by him in connection with the
proceeding, (b) any Trustee or officer or any former Trustee or officer against
any claim or liability to which he may become subject by reason of such status
unless it is established that


                                      -15-
<PAGE>   16
(i) his act or omission was committed in bad faith or was the result of active
and deliberate dishonesty, (ii) he actually received an improper personal
benefit in money, property or services, or (iii) in the case of a criminal
proceeding, he had reasonable cause to believe that his act or omission was
unlawful and (c) each shareholder or former shareholder against any claim or
liability to which he may be subject by reason of his status as a shareholder or
former shareholder. In addition, the Trust shall pay or reimburse, in advance of
final disposition of a proceeding, reasonable expenses incurred by a Trustee,
officer or shareholder or former Trustee, officer or shareholder made a party to
a proceeding by reason of his status as a Trustee, officer or shareholder
provided that, in the case of a Trustee or officer, the Trust shall have
received (i) a written affirmation by the Trustee or officer of his good faith
belief that he has met the applicable standard of conduct necessary for
indemnification by the Trust as authorized by these Bylaws and (ii) a written
undertaking by or on his behalf to repay the amount paid or reimbursed by the
Trust if it shall ultimately be determined that the applicable standard of
conduct was not met. The Trust may, with the approval of its Trustees, provide
such indemnification and payment or reimbursement of expenses to any Trustee,
officer or shareholder or any former Trustee, officer or shareholder who served
a predecessor of the Trust and to any employee or agent of the Trust or a
predecessor of the Trust. Neither the amendment nor repeal of this Section , nor
the adoption or amendment of any other provision of the Declaration of Trust or
these Bylaws inconsistent with this Section , shall apply to or affect in any
respect the applicability of this paragraph with respect to any act or failure
to act which occurred prior to such amendment, repeal or adoption. Any
indemnification or payment or reimbursement of the expenses permitted by these
Bylaws shall be furnished in accordance with the procedures provided for
indemnification and payment or reimbursement of expenses under Section 2-418 of
the Maryland General Corporation Law (the "MGCL") for directors of Maryland
corporations. The Trust may provide to Trustees, officers and shareholders such
other and further indemnification or payment or reimbursement of expenses as may
be permitted by the MGCL, as in effect from time to time, for directors of
Maryland corporations.


                                  ARTICLE XIII.

                                WAIVER OF NOTICE

                  Whenever any notice is required to be given pursuant to the
Declaration of Trust or Bylaws or pursuant to applicable law, a waiver thereof
in writing, signed by the person or persons


                                      -16-
<PAGE>   17
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 Trustees shall have the exclusive power to adopt, alter or
repeal any provision of these Bylaws and to make new Bylaws.

                  The foregoing are certified as the Bylaws of the Trust adopted
by the Trustees as of August 22, 1996.



                                 ---------------------------------
                                 Secretary


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