2- 605(a)(4) of this subtitle, that the corporation is registered as an open-end
company under the Investment Company Act of 1940].

3- 101.

(b) "Foreign corporation" means a corporation organized under the laws of the
United States, another state of the United States, or a territory, possession, or district
of the United States, OR UNDER THE LAWS OF A FOREIGN COUNTRY.

(e) "Foreign business trust" means a business trust organized under the laws
of the United States, another state of the United States, or a territory, possession, or
district of the United States, OR UNDER THE LAWS OF A FOREIGN COUNTRY.

3-105.

(a) A consolidation, merger, share exchange, or transfer of assets shall be
approved in the manner provided by this section, except that:

(5) A merger need be approved by a Maryland successor corporation only
by a majority of its entire board of directors if:

(i) The merger does not reclassify or change THE TERMS OF ANY
CLASS OR SERIES OF its [outstanding] stock THAT IS OUTSTANDING IMMEDIATELY
BEFORE THE MERGER BECOMES EFFECTIVE or otherwise amend its charter and the
number of its shares of stock to be issued or delivered in OF SUCH CLASS OR SERIES
OUTSTANDING IMMEDIATELY AFTER THE EFFECTIVE TIME OF the merger is not
INCREASED DOES NOT INCREASE BY more than 20 percent of the number of its
shares of the [same] class or series OF STOCK THAT IS outstanding immediately
before the merger becomes effective; or

(ii) There is no stock outstanding or subscribed for and entitled to
be voted on the merger; and

3-106.

(a) Notwithstanding the provisions of § 3-105 of this subtitle, the merger of a
90 percent or more owned subsidiary corporation WITH OR into its parent corporation
may be effected as provided in this section [J if:

(1) [the] THE charter of the [parent] SUCCESSOR is not amended in the
merger OTHER THAN TO CHANGE ITS NAME, THE NAME OR OTHER DESIGNATION OR
THE PAR VALUE OF ANY CLASS OR SERIES OF ITS STOCK, OR THE AGGREGATE PAR
VALUE OF ITS STOCK; AND

(2) THE CONTRACT RIGHTS OF ANY STOCK OF THE SUCCESSOR ISSUED
IN THE MERGER IN EXCHANGE FOR STOCK OF THE OTHER CORPORATION
PARTICIPATING IN THE MERGER ARE IDENTICAL TO THE CONTRACT RIGHTS OF THE
STOCK FOR WHICH THE STOCK OF THE SUCCESSOR WAS EXCHANGED.

(b) For the purposes of this section, a subsidiary is considered to be 90 percent
or more owned if the parent corporation owns shares entitled to cast 90 percent or
more of all the votes entitled to be cast of each group or class of shares entitled to vote
as a group or class on the merger.