(C) EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE GOVERNING
INSTRUMENT OF A BUSINESS TRUST, THE TRUSTEES OF A BUSINESS TRUST SHALL
HAVE THE RIGHT TO KEEP CONFIDENTIAL FROM THE BENEFICIAL OWNERS, FOR
SUCH PERIOD OF TIME AS THE TRUSTEES DEEM REASONABLE, ANY INFORMATION
THAT THE TRUSTEES REASONABLY BELIEVE TO BE IN THE NATURE OF TRADE
SECRETS OR OTHER INFORMATION, THE DISCLOSURE OF WHICH THE TRUSTEES IN
GOOD FAITH BELIEVE IS NOT IN THE BEST INTEREST OF THE BUSINESS TRUST OR
COULD DAMAGE THE BUSINESS TRUST OR ITS BUSINESS OR WHICH THE BUSINESS
TRUST IS REQUIRED BY LAW OR BY AGREEMENT WITH A THIRD PARTY TO KEEP
CONFIDENTIAL.

(D) A BUSINESS TRUST MAY MAINTAIN ITS RECORDS IN OTHER THAN A
WRITTEN FORM IF SUCH FORM IS CAPABLE OF CONVERSION INTO A WRITTEN FORM
WITHIN A REASONABLE TIME.

(E) ANY DEMAND BY A BENEFICIAL OWNER OR TRUSTEE UNDER THIS
SECTION SHALL BE IN WRITING AND SHALL STATE THE PURPOSE OF THE DEMAND.

SUBTITLE 4. TRUSTEES; POWERS; LIABILITIES.

12-401.

(A) EXCEPT TO THE EXTENT PROVIDED IN THE GOVERNING INSTRUMENT OF
THE BUSINESS TRUST, THE BUSINESS AND AFFAIRS OF THE BUSINESS TRUST SHALL
BE MANAGED UNDER THE DIRECTION OF ITS TRUSTEES.

(B) EXCEPT TO THE EXTENT PROVIDED IN THE GOVERNING INSTRUMENT OF
A BUSINESS TRUST, NEITHER THE POWER TO GIVE DIRECTION TO A TRUSTEE OR
OTHER PERSONS NOR THE EXERCISE BY ANY PERSON OF A DIRECTION, INCLUDING A
BENEFICIAL OWNER, SHALL CAUSE THAT PERSON TO HAVE DUTIES, INCLUDING
FIDUCIARY DUTIES, OR LIABILITIES RELATING TO THE BUSINESS TRUST OR TO A
BENEFICIAL OWNER

12-402.

(A) SUBJECT TO THE PROVISIONS OF SUBSECTIONS (B) AND (C) OF THIS
SECTION, AND EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE GOVERNING
INSTRUMENT OF A BUSINESS TRUST, A TRUSTEE, WHEN ACTING IN SUCH CAPACITY,
IS NOT PERSONALLY LIABLE TO ANY PERSON OTHER THAN THE BUSINESS TRUST OR
A BENEFICIAL OWNER FOR ANY ACT, OMISSION, OR OBLIGATION OF THE BUSINESS
TRUST OR ANY TRUSTEE.

(B) IN THE ABSENCE OF ANY PROVISION IN THE GOVERNING INSTRUMENT OF
THE BUSINESS TRUST, A TRUSTEE SHALL HAVE NO DUTY OR LIABILITY TO THE
BUSINESS TRUST OR A BENEFICIAL OWNER FOR ANY ACT GREATER THAN THAT OF
DIRECTORS OF A MARYLAND CORPORATION TO THE CORPORATION AS PROVIDED IN
TITLE 2, SUBTITLE 4 OF THIS ARTICLE.

(C) THE GOVERNING INSTRUMENT OF A BUSINESS TRUST MAY NOT INCLUDE
ANY PROVISION LIMITING THE LIABILITY OF ITS TRUSTEES AND OFFICERS TO THE
TRUST OR ITS BENEFICIAL OWNERS TO ANY EXTENT GREATER THAN THAT