                                 CODE OF VIRGINIA

GOVERNING INSTRUMENT (§ 13.1-1219)

A. A governing instrument of a business trust may:

   1. Provide that a person shall become a beneficial owner and shall become
   bound by the governing instrument if such person, or a representative
   authorized by such person, orally, in writing, or by other action such as
   payment for a beneficial interest, complies with the conditions for becoming a
   beneficial owner set forth in the governing instrument or any other writing
   and acquires a beneficial interest;

   2. Consist of one or more agreements, instruments, or other writings and may
   include or incorporate a declaration of trust or bylaws containing provisions
   relating to the business of the business trust, the conduct of its affairs,
   and its rights or powers or the rights or powers of its trustees, beneficial
   owners, agents, or employees; and

   3. Contain any provision that is not inconsistent with law or with the
   information contained in the articles of trust.

B. A governing instrument may contain any provision relating to the management
of the business and affairs of the business trust, and the rights, duties, and
obligations of the trustees, beneficial owners, and other persons, that is not
contrary to any provision or requirement of this chapter or the articles of
trust and without limitation:

   1. May provide for classes, groups, or series of trustees or beneficial
   owners, or classes, groups, or series of beneficial interests, having such
   relative rights, powers, and duties as the governing instrument may provide;
   and may make provision for the future creation in the manner provided in the
   governing instrument of additional classes, groups or series of trustees,
   beneficial owners, or beneficial interests, having the relative rights,
   powers, and duties as may from time to time be established, including rights,
   powers, and duties senior or subordinate to existing classes, groups, or
   series of trustees, beneficial owners, or beneficial interests;

   2. May establish or provide for the establishment of designated series of
   trustees, beneficial owners, or beneficial interests having separate rights,
   powers, or duties with respect to specified property or obligations of the
   business trust or profits and losses associated with specified property or
   obligations and, to the extent provided in the governing instrument, any
   series may have a separate business purpose or investment objective;

   3. May provide for the taking of any action, including the amendment of the
   articles of trust or governing instrument, the accomplishment of a merger or
   consolidation, the appointment of one or more trustees, the sale, lease,
   exchange, transfer, pledge, or other disposition of all or any part of the
   assets of the business trust or the assets of any series, or the dissolution
   of the business trust; or may provide for the taking of any action to create,
   under the provisions of the governing instrument, a class, group, or series of
   beneficial interests that was not previously outstanding, in any such case
   without the vote or approval of any particular trustee or beneficial owner, or
   class, group, or series of trustees or beneficial owners;

   4. May grant to or withhold from all or certain trustees or beneficial owners,
   or a specified class, group, or series of trustees or beneficial owners, the
   right to vote, separately or with any or all other classes, groups, or series
   of trustees or beneficial owners, on any matter, such voting being on a per
   capita, number, financial interest, class, group, series, or any other basis;

   5. May, if and to the extent that voting rights are granted under the
   governing instrument, set forth provisions relating to notice of the time,
   place, or purpose of any meeting at which any matter is to be voted on, method
   of giving such notice, waiver of any such notice, action by consent without a
   meeting, the establishment of record dates, quorum requirements, voting in
   person, by proxy or in any other manner, or any other matter with respect to
   the exercise of the right to vote;

   6. May provide for the present or future creation of more than one business
   trust, including the creation of a future business trust to which all or any
   part of the assets, liabilities, profits, or losses of any existing business
   trust will be transferred, and for the conversion of beneficial interests in
   an existing business trust or series, into beneficial interests in the
   separate business trust or series;

   7. May provide for the appointment, election, or engagement, either as agents
   or independent contractors of the business trust or as delegates of the
   trustees, of officers, employees, managers, or other persons who may manage
   the business and affairs of the business trust and may have the titles and the
   relative rights, powers, and duties as the governing instrument shall provide;
   and

   8. May provide for restrictions on transfer of beneficial interests to
   maintain the business trust&#8217;s status when it is dependent on the number
   or identity of its beneficial owners, to preserve exemptions under federal or
   state securities laws or for any other purpose.

HISTORY: 2002, c. 621.