                                 CODE OF VIRGINIA

APPROVAL (§ 13.1-1258)

A. Unless otherwise provided in the articles of trust or the governing
instrument of a business trust, a merger shall be approved by each business
trust that is to merge by the affirmative vote of the trustees and the holders
of two-thirds of the outstanding beneficial interests of such business trust.

B. A merger need be approved only by the trustees of a successor business trust
if:

   1. The merger does not reclassify or change its outstanding beneficial
   interests or otherwise amend its articles of trust or governing instrument;
   and

   2. The beneficial interests to be issued or delivered in the merger are not
   more than twenty percent of the beneficial interests of the same class or
   series outstanding immediately before the merger becomes effective.

C. The merger shall be approved by any other business entity party to the merger
in the manner required by the articles of incorporation or charter, declaration
of trust, partnership agreement, or other organizational document of the other
business entity and the laws of the jurisdiction where the other business entity
is organized.

HISTORY: 2002, c. 621.