                                 CODE OF VIRGINIA

GOVERNING INSTRUMENT (§ 13.1-1262)

A. Notwithstanding anything to the contrary contained in the governing
instrument of a business trust, a governing instrument of a business trust
containing a specific reference to this section may provide that an agreement of
merger approved in accordance with this article may:

   1. Effect any amendment to the governing instrument of the business trust; or

   2. Effect the adoption of a new governing instrument of the business trust if
   it is the successor trust in the merger.

B. 1. Any amendment to the governing instrument of a business trust or adoption
of a new governing instrument of the business trust made under this section
shall be effective at the effective time or date of the merger.

   2. The provisions of this subsection shall not be construed to limit the
   accomplishment of a merger or of any of the matters referred to herein by any
   other means provided for in the governing instrument of a business trust or
   other agreement or as otherwise permitted by law, including that the governing
   instrument of any constituent business trust to the merger shall be the
   governing instrument of the successor trust.

HISTORY: 2002, c. 621.