Education Realty Trust 8-K Departure of Directors or Certain Officers

EDUCATION REALTY TRUST, INC.

AMENDMENT NO. 2 TO

AMENDED AND RESTATED BYLAWS

WHEREAS, Education Realty Trust, Inc., a Maryland corporation (the “Company”), has heretofore adopted Amended and Restated Bylaws of the Company, effective February 18, 2009, as amended by that certain Amendment No. 1 to Amended and Restated Bylaws, effective August 20, 2014 (the “Bylaws”);

WHEREAS, the Company desires to further amend the Bylaws in the manner set forth below;

NOW, THEREFORE, Article XIV of the Bylaws is hereby amended to read in its entirety as follows:

ARTICLE XIV

The Board of Directors shall have the power to adopt, alter or repeal any provision of these Bylaws and make new Bylaws; provided, however, that the stockholders may alter or repeal any provision of these Bylaws and adopt new Bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of amajority of the votes entitled to be cast on the matter.

IN WITNESS WHEREOF, this Amendment No. 2 to the Amended and Restated Bylaws of the Company has been duly adopted by the Board of Directors of the Company as of this 1^st day of March, 2017.

/s/ Elizabeth L. Keough            

Name: Elizabeth L. Keough

Title: Secretary