J. MILLARD TAWES, Governor                         179

qualify as a real estate investment trust in this State, at least 75%
of the value of the assets of the unincorporated trust or association
must be represented by real estate assets, cash and cash items (in-
cluding receivables), and government securities and the beneficial
ownership of the unincorporated trust or association must be held by
100 or more persons for at least 75% of each year. No five or less
than five persons shall own directly or indirectly more than 50%
of the total number of outstanding shares or certificates of bene-
ficial interest of a real estate investment trust. This article shall
not be construed as limiting present law with respect to the creation
or doing business in this State of any "common-law trust," "business
trust" or "Massachusetts trust."

2.

(a)  A real estate investment trust is an unincorporated trust or
association in which property is acquired, held, managed, adminis-
tered, controlled, invested and disposed of by trustees for the benefit
and profit of such persons as are or may become the holders of trans-
ferable shares or certificates evidencing beneficial interests in the
trust. Each such transferable share or certificate shall have equal
distribution, voting, and liquidation rights. No real estate investment
trust shall carry on any business in this State until its declaration of
trust, clearly indicating that it is such a trust and including the names
and addresses of the trustees, officers and the resident agent of the
trust, is filed with the Department of Assessments and Taxation,
signed and acknowledged by all of the trustees, AND UNTIL IT
HAS FILED A BOND WITH THE COMPTROLLER OF THE
TREASURY TO SECURE THE PAYMENT OF ANY SALES OR
USE TAX AND INCOME WITHHOLDING TAX FOR WHICH
SAID REAL ESTATE INVESTMENT TRUST MAY BECOME
LIABLE WHICH BOND SHALL BE ISSUED BY A SURETY COM-
PANY AUTHORIZED TO DO BUSINESS IN THIS STATE BY
THE STATE INSURANCE COMMISSIONER AND SHALL BE IN
SUCH REASONABLE AMOUNT AS THE COMPTROLLER OR
HIS AUTHORIZED AGENT SHALL DETERMINE. IN LIEU OF
SUCH BOND SECURITIES APPROVED BY THE COMP-
TROLLER OR CASH IN SUCH AMOUNT AS HE MAY PRE-
SCRIBE MAY BE DEPOSITED WITH THE COMPTROLLER
WHO MAY AT ANY TIME, WITHOUT NOTICE TO THE DE-
POSITOR, APPLY THEM TO ANY TAX AND/OR INTEREST
OR PENALTIES DUE, AND FOR THAT PURPOSE THE SECURI-
TIES MAY BE SOLD BY THE COMPTROLLER AT PUBLIC OR
PRIVATE SALE WITHOUT NOTICE TO THE DEPOSITOR. THE
COMPTROLLER, IN HIS DISCRETION, MAY WAIVE THE RE-
QUIREMENT TO FILE SUCH BOND OR DEPOSIT SUCH
SECURITIES OR CASH IF HE IS SATISFIED THAT THE STATE
WILL BE ADEQUATELY PROTECTED WITHOUT THE FILING
OF SUCH BOND OR THE DEPOSITING OF SUCH SECURITIES
OR CASH, IN WHICH EVENT THE COMPTROLLER SHALL IN
WRITING ADVISE THE DEPARTMENT OF ASSESSMENTS
AND TAXATION THAT SUCH REQUIREMENT HAS BEEN
WAIVED. Process in every action against a real estate investment
trust doing business in this State shall be served upon a resident
agent thereof or upon any of the officers thereof.

(b)  The declaration of trust shall, -unless contrary to or incon-