CONTRACTED FOR, OR OTHERWISE EXISTING WITH RESPECT TO THE BUSINESS
TRUST GENERALLY OR ANY OTHER SERIES SHALL BE ENFORCEABLE AGAINST THE
ASSETS OF THAT SERIES.

SUBTITLE 6. MERGER OR CONSOLIDATION.

12-601.

UNLESS THE GOVERNING INSTRUMENT PROVIDES OTHERWISE, A MARYLAND
BUSINESS TRUST MAY MERGE OR CONSOLIDATE WITH OR INTO ONE OR MORE
BUSINESS TRUSTS OR OTHER BUSINESS ENTITIES FORMED OR ORGANIZED OR
EXISTING UNDER THE LAWS OF MARYLAND OR ANY OTHER STATE OR THE UNITED
STATES OR ANY FOREIGN COUNTRY OR OTHER FOREIGN JURISDICTION.

12-602.

(A) UNLESS OTHERWISE PROVIDED IN THE GOVERNING INSTRUMENT OF A
BUSINESS TRUST, A MERGER OR CONSOLIDATION SHALL BE APPROVED BY EACH
BUSINESS TRUST WHICH IS TO MERGE OR CONSOLIDATE BY THE AFFIRMATIVE VOTE
OF TWO-THIRDS OF THE TRUSTEES AND TWO-THIRDS OF THE OUTSTANDING
BENEFICIAL OWNERS INTERESTS OF SUCH BUSINESS TRUST ENTITLED TO VOTE.

(B) A MERGER NEED BE APPROVED BY A BUSINESS TRUST SUCCESSOR ONLY
BY A MAJORITY OF ITS ENTIRE BOARD OF TRUSTEES IF:

(1) THE MERGER DOES NOT RECLASSIFY OR CHANGE ITS OUTSTANDING
SHARES OR OTHERWISE AMEND ITS GOVERNING INSTRUMENT; AND

(2) THE NUMBER OF SHARES TO BE ISSUED OR DELIVERED IN THE
MERGER IS NOT MORE THAN 20 PERCENT OF THE NUMBER OF ITS SHARES OF THE
SAME CLASS OR SERIES OUTSTANDING IMMEDIATELY BEFORE THE MERGER
BECOMES EFFECTIVE.

(C) THE MERGER OR CONSOLIDATION SHALL BE APPROVED BY ANY OTHER
BUSINESS ENTITY PARTY TO THE MERGER OR CONSOLIDATION IN THE MANNER
REQUIRED BY THE CHARTER DECLARATION OF TRUST, PARTNERSHIP AGREEMENT,
OR OTHER ORGANIZATION DOCUMENT OF THE ENTITY AND THE LAWS OF THE
JURISDICTION WHERE THE ENTITY IS ORGANIZED.

12-603.

IN CONNECTION WITH A MERGER OR CONSOLIDATION, RIGHTS OR SECURITIES
OF, OR INTERESTS IN, A BUSINESS TRUST OR OTHER BUSINESS ENTITY WHICH IS A
CONSTITUENT PARTY TO THE MERGER OR CONSOLIDATION MAY BE EXCHANGED
FOR OR CONVERTED INTO CASH, PROPERTY, RIGHTS, OR SECURITIES OF, OR
INTERESTS IN, THE SURVIVING OR RESULTING BUSINESS TRUST OR ANY OTHER,
WHETHER OR NOT A PARTY TO THE TRANSACTION. NOTWITHSTANDING PRIOR
APPROVAL, AN AGREEMENT OF MERGER OR CONSOLIDATION MAY BE TERMINATED
OR AMENDED UNDER A PROVISION FOR THE TERMINATION OR AMENDMENT
CONTAINED IN THE AGREEMENT OF MERGER OR CONSOLIDATION.