Ch. 92                                     1996 LAWS OF MARYLAND

(1)     ACQUISITION OF A SECURITY ENTITLEMENT FROM THE SECURITIES
INTERMEDIARY;

(2)     THE RIGHTS AND DUTIES OF THE SECURITIES INTERMEDIARY AND
ENTITLEMENT HOLDER ARISING OUT OF A SECURITY ENTITLEMENT;

(3)     WHETHER THE SECURITIES INTERMEDIARY OWES ANY DUTIES TO
AN ADVERSE CLAIMANT TO A SECURITY ENTITLEMENT; AND

(4)     WHETHER AN ADVERSE CLAIM CAN BE ASSERTED AGAINST A
PERSON WHO ACQUIRES A SECURITY ENTITLEMENT FROM THE SECURITIES
INTERMEDIARY OR A PERSON WHO PURCHASES A SECURITY ENTITLEMENT OR
INTEREST IN A SECURITY ENTITLEMENT FROM AN ENTITLEMENT HOLDER.

(C)     THE LOCAL LAW OF THE JURISDICTION IN WHICH A SECURITY
CERTIFICATE IS LOCATED AT THE TIME OF DELIVERY GOVERNS WHETHER AN
ADVERSE CLAIM CAN BE ASSERTED AGAINST A PERSON TO WHOM THE SECURITY
CERTIFICATE IS DELIVERED.

(D)    (1) "ISSUER'S JURISDICTION" MEANS THE JURISDICTION UNDER WHICH
THE ISSUER OF THE SECURITY IS ORGANIZED OR, IF PERMITTED BY THE LAW OF
THAT JURISDICTION, THE LAW OF ANOTHER JURISDICTION SPECIFIED BY THE
ISSUER.

(2) AN ISSUER ORGANIZED UNDER THE LAW OF THIS STATE MAY
SPECIFY THE LAW OF ANOTHER JURISDICTION AS THE LAW GOVERNING THE
MATTERS SPECIFIED IN SUBSECTION (A)(2) THROUGH (5) OF THIS SECTION.

(E)     THE FOLLOWING RULES DETERMINE A "SECURITIES INTERMEDIARY'S
JURISDICTION" FOR PURPOSES OF THIS SECTION:

(1)     IF AN AGREEMENT BETWEEN THE SECURITIES INTERMEDIARY AND
ITS ENTITLEMENT HOLDER SPECIFIES THAT THE AGREEMENT IS GOVERNED BY THE
LAW OF A PARTICULAR JURISDICTION, THAT JURISDICTION IS THE SECURITIES
INTERMEDIARY'S JURISDICTION.

(2)     IF AN AGREEMENT BETWEEN THE SECURITIES INTERMEDIARY AND
ITS ENTITLEMENT HOLDER DOES NOT SPECIFY THE GOVERNING LAW AS PROVIDED
IN PARAGRAPH (1) OF THIS SUBSECTION, BUT EXPRESSLY SPECIFIES THAT THE
SECURITIES ACCOUNT IS MAINTAINED AT AN OFFICE IN A PARTICULAR
JURISDICTION, THAT JURISDICTION IS THE SECURITIES INTERMEDIARY'S
JURISDICTION.

(3)     IF AN AGREEMENT BETWEEN THE SECURITIES INTERMEDIARY AND
ITS ENTITLEMENT HOLDER DOES NOT SPECIFY A JURISDICTION AS PROVIDED IN
PARAGRAPH (1) OR (2) OF THIS SUBSECTION, THE SECURITIES INTERMEDIARY'S
JURISDICTION IS THE JURISDICTION IN WHICH IS LOCATED THE OFFICE IDENTIFIED
IN AN ACCOUNT STATEMENT AS THE OFFICE SERVING THE ENTITLEMENT HOLDER'S
ACCOUNT.

(4)     IF AN AGREEMENT BETWEEN THE SECURITIES INTERMEDIARY AND
ITS ENTITLEMENT HOLDER DOES NOT SPECIFY A JURISDICTION AS PROVIDED IN

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