                                 CODE OF VIRGINIA

PLAN OF DOMESTICATION (§ 13.1-1266)

A. The plan of domestication shall set forth:

   1. The name of the state or other jurisdiction under whose laws the domestic
   business trust or foreign entity is formed, organized, or incorporated;

   2. A statement of the jurisdiction in which the domestic business trust or
   foreign entity is to be domesticated;

   3. The terms and conditions of the domestication, provided that such terms and
   conditions may not alter the ownership proportion or the relative rights,
   preferences and limitations of the interests of the beneficial owners except
   to the extent required to conform to the requirements of this chapter; and

   4. For a foreign entity that is to become a domestic business trust, as a
   referenced attachment, the amended and restated articles of trust that comply
   with &#xA7; 13.1-1212 as they will be in effect upon consummation of the
   domestication.

B. The plan of domestication may include any other provision relating to the
domestication.

C. The plan of domestication may also include a provision that the management of
the converting entity may amend the plan at any time prior to issuance of the
certificate of domestication or such other document required by the laws of the
other jurisdiction to consummate the domestication. An amendment made subsequent
to the submission of the plan to the beneficial owners of the foreign entity, if
required, shall not alter or change any of the terms or conditions of the plan
if the change would adversely affect the interests of the beneficial owners.

HISTORY: 2002, c. 621; 2012, c. 130.