Exhibit 3.4
Acadia Realty Trust
Fifth Amendment to Declaration
of Trust
Dated: May 15, 2006
Acadia
Realty Trust, a Real Estate Investment Trust formed pursuant to
Title 8 of the Corporations and Associations Article of the
Annotated Code of Maryland (1993 Replacement Volume) (the
“REIT”), hereby certifies to the State Department of
Assessments and Taxation:
FIRST : That SECTION 1.5 of the Declaration of Trust of the
REIT is hereby amended by deleting therefrom the following
definition:
“
Related Party Limit ” means ownership, whether direct,
indirect or as a result of attribution of ownership for purposes of
the REIT Provisions of the Code, of in excess of 9.8% of either the
number of total Shares or the total combined voting power of all
classes of Shares entitled to vote.
SECOND : That SECTION 6.6(c) of the Declaration of Trust of
the REIT is hereby amended by deleting therefrom the number
“4.0%” and by substituting in lieu thereof the number
“9.8%.”
THIRD : That SECTION 6.6(d) of the Declaration of
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