                                 CODE OF VIRGINIA

EXCEPTIONS (§ 13.1-727)

A. The voting requirements set forth in § 13.1-726 do not apply to a particular
affiliated transaction if the conditions specified in either of the following
subdivisions are met:

   1. The affiliated transaction has been approved by a majority of the
   disinterested directors; or

   2. In the affiliated transaction consideration will be paid to the holders of
   each class or series of voting shares and the following conditions will be
   met:
   				a. The aggregate amount of the cash and the fair market value as of the
   valuation date of consideration other than cash to be received per share by
   holders of each class or series of voting shares in such affiliated
   transaction is at least equal to the highest of the following:

      1. If applicable, the highest per share price, including any brokerage
      commissions, transfer taxes, and soliciting dealers&#8217; fees paid by the
      interested shareholder for any shares of such class or series acquired by it
      (i) within the two-year period immediately preceding the determination date
      or (ii) in the transaction in which it became an interested shareholder,
      whichever is higher, plus, in either case, interest compounded annually from
      the earliest date on which such highest per share acquisition price was
      paid, being the &#8220;share acquisition date,&#8221; through the date the
      affiliated transaction is effected at the rate for one-year United States
      Treasury obligations from time to time in effect, less the aggregate amount
      of any cash dividends paid, and the market value of any dividends paid other
      than in cash, per share of such class or series, since the share acquisition
      date, up to the amount of such interest;

      2. The fair market value per share of such class or series on the
      announcement date or on the determination date, whichever is higher being
      the &#8220;measuring date,&#8221; plus, in either case, interest compounded
      annually from the measuring date through the date the affiliated transaction
      is effected at the rate for one-year United States Treasury obligations from
      time to time in effect, less the aggregate amount of any cash dividends
      paid, and the market value of any dividends paid other than in cash, per
      share of such class or series, since the measuring date, up to the amount of
      such interest;

      3. If applicable, the price per share equal to the per share amount
      determined pursuant to subdivision 2 a (2), multiplied by the ratio of (i)
      the highest per share price including any brokerage commissions, transfer
      taxes and soliciting dealers&#8217; fees paid by the interested shareholder
      for any shares of such class or series acquired by it within the two-year
      period immediately preceding the determination date to (ii) the fair market
      value per share of such class or series on the first day in such two-year
      period on which the interested shareholder acquired any shares of such class
      or series; and

      4. If applicable, the highest preferential amount, if any, per share to
      which the holders of such class or series are entitled in the event of any
      voluntary or involuntary dissolution of the corporation;
      					b. The consideration to be received by holders of outstanding shares
      shall be in cash or in the same form as the interested shareholder has
      previously paid for shares of the same class or series and if the interested
      shareholder has paid for shares with varying forms of consideration, the
      form of the consideration will be either cash or the form used to acquire
      the largest number of shares of such class or series previously acquired by
      the interested shareholder;
      					c. During such portion of the three-year period preceding the
      announcement date that such interested shareholder has been an interested
      shareholder, except as approved by a majority of the disinterested
      directors:

      1. There shall have been no failure to declare and pay at the regular date
      therefor any full periodic dividends, whether or not cumulative, on any
      outstanding shares of the corporation;

      2. There shall have been (i) no reduction in the annual rate of dividends
      paid on any class or series of voting shares, except as necessary to reflect
      any subdivision of the class or series, and (ii) an increase in such annual
      rate of dividends as necessary to reflect any reclassification, including
      any reverse stock split, recapitalization, reorganization, or similar
      transaction that has the effect of reducing the number of outstanding shares
      of the class or series; and

      3. Such interested shareholder shall not have become the beneficial owner of
      any additional voting shares except as part of the transaction that results
      in such interested shareholder becoming an interested shareholder;
      					d. During such portion of the three-year period preceding the
      announcement date that such interested shareholder has been an interested
      shareholder, except as approved by a majority of the disinterested
      directors, such interested shareholder shall not have received the benefit,
      directly or indirectly (except proportionately as a shareholder), of any
      loans, advances, guarantees, pledges, or other financial assistance or any
      tax credits or other tax advantages provided by the corporation, whether in
      anticipation of or in connection with such affiliated transaction or
      otherwise; and
      					e. Except as otherwise approved by a majority of the disinterested
      directors, a proxy or information statement describing the affiliated
      transaction and complying with the requirements of the federal Securities
      Exchange Act of 1934 and the rules and regulations thereunder (or any
      subsequent provisions replacing such Act, rules, or regulations) is mailed
      to holders of voting shares of the corporation at least 25 days before the
      consummation of such affiliated transaction, whether or not such proxy or
      information statement is required to be mailed pursuant to such Act, rules,
      regulations, or subsequent provisions.

B. The provisions of this article do not apply to a particular affiliated
transaction if the conditions specified in any one of the following subdivisions
are met:

   1. The affiliated transaction is with (i) an interested shareholder who has
   been an interested shareholder continuously or who would have been such but
   for the unilateral action of the corporation since the latest of (a) January
   26, 1988, (b) the date the corporation first became subject to this article by
   virtue of its becoming a public corporation or having 300 shareholders of
   record, or (c) the date such person became an interested shareholder with the
   prior or contemporaneous approval of a majority of the disinterested
   directors, (ii) any person who becomes an interested shareholder as a result
   of acquiring shares from a person specified in (i) of this subdivision by
   gift, testamentary bequest or the laws of descent and distribution or in a
   transaction in which consideration was not exchanged and who continues
   thereafter to be an interested shareholder, or who would have so continued but
   for the unilateral action of the corporation, (iii) a person who became an
   interested shareholder inadvertently or as a result of the unilateral action
   of the corporation and who, as soon as practicable thereafter, divested
   beneficial ownership of sufficient shares so that such person ceased to be an
   interested shareholder, and who would not, at any time within the three-year
   period immediately preceding the announcement date have been an interested
   shareholder but for such inadvertency or the unilateral action of the
   corporation, or (iv) an interested shareholder whose acquisition of voting
   shares making such person an interested shareholder was approved by a majority
   of the disinterested directors prior to such shareholder&#8217;s determination
   date.

   2. The corporation (i) is not a public corporation and (ii) does not have more
   than 300 shareholders of record, unless its loss of that status results from
   action taken by or on behalf of an interested shareholder or a transaction in
   which a person becomes an interested shareholder.

   3. The corporation is an investment company registered under the federal
   Investment Company Act of 1940.

   4. The corporation&#8217;s articles of incorporation initially filed with the
   Commission expressly provide that the corporation shall not be governed by
   this article and such provision in the articles of incorporation has not
   subsequently been amended to be eliminated.

   5. The corporation, by action of its shareholders, adopts an amendment of its
   articles of incorporation or bylaws expressly electing not to be governed by
   this article, provided that, in addition to any other vote required by law,
   such amendment of the articles of incorporation or bylaws shall be approved by
   the affirmative vote of a majority of the shares entitled to vote that are not
   beneficially owned by an interested shareholder. An amendment adopted pursuant
   to this subdivision shall not be effective until 18 months after the date such
   amendment was approved by the shareholders and shall not apply to any
   affiliated transaction between the corporation and any person who became an
   interested shareholder of such corporation on or prior to the date of such
   amendment. A bylaw amendment adopted pursuant to this subdivision shall not be
   further amended by the board of directors. In the event the articles of
   incorporation or bylaws are subsequently amended to eliminate a prior
   amendment electing not to be governed by this article, such subsequent
   amendment shall not restrict an affiliated transaction between the corporation
   and any person who became an interested shareholder at a time after such prior
   amendment became effective and who continued to be an interested shareholder
   immediately before and immediately after the adoption of such subsequent
   amendment, provided such person thereafter remains an interested shareholder
   continuously, or would have so remained but for the unilateral action of the
   corporation.

HISTORY: 1985, c. 522; 1988, c. 442; 2005, c. 765; 2019, c. 734.