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INSTRUCTIONS TO FORM BTA1245

This amended application, which has been prescribed and furnished by the Commission pursuant to § 13.1-1245 of

the Code of Virginia, must be used by a foreign business trust that needs to amend its application for a certificate of

registration to transact business in Virginia.

Section 13.1-1202 of the Code of Virginia requires that the amended application be in the English language,

typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque

paper, free of visible watermarks and background logos.

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If the business trust’s new name contains one of the following words or phrases “trust company,” “corporation,”

“professional corporation,” “incorporated,” “limited company,” “limited liability company,” “professional limited

liability company,” “limited partnership,” “registered limited liability partnership,” “limited liability partnership,”

“registered limited liability limited partnership,” or “limited liability limited partnership;” the abbreviations “Corp.,”

“Inc.,” “L.C.,” “LC,” “L.L.C.,” “LLC,” “P.C.,” “PC,” “P.L.C.,” “PLC,” “P.L.L.C.,” “PLLC,” “L.P.,” “LP,” “R.L.L.P.,”

“RLLP,” “L.L.P.,” “LLP,” “R.L.L.L.P.,” “RLLLP,” “L.L.L.P.,” or “LLLP;” or any word or phrase the use of which is

prohibited by law for the business trust, or if the business trust’s new name is not available or distinguishable

upon the records of the Commission, it will need to adopt a designated name for use in Virginia that is

distinguishable on the Commission's records. See §§ 13.1-1242 and 13.1-1244 of the Code of Virginia. State the

“for use in Virginia” name in paragraph 2 (b). To check the availability of a business trust name, or a designated

name, please contact the Clerk's Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551.

The principal office is the office where the principal executive offices of the business trust are located. See § 13.1-

1242 of the Code of Virginia. The principal office address must include a street and number, if one is associated with

the principal office’s location. A rural route and box number may only be used if no street address is associated with

the principal office’s location. A post office box is not acceptable given the aforementioned statutory provision.

This amended application must be executed on behalf of the foreign business trust by a person who, under the laws of

the business trust’s jurisdiction of formation, is authorized to execute post-formation articles, certificates, etc. filed with the

Secretary of State or other official having custody of business trust records in such jurisdiction. The person signing this

amended application must print his or her name and the capacity in which he or she is signing beneath or opposite his or

her signature. A person signing on behalf of a business entity must set forth the name of the business entity, its

relationship to the business trust (e.g., trustee), the individual’s printed name and the capacity in which he or she is

signing on behalf of the business entity. See § 13.1-1202 of the Code of Virginia.

It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material

respect with intent that the document be delivered to the Commission for filing. See § 13.1-1205 of the Code

of Virginia.

This amended application may not be filed with the Commission until all fees and penalties to be collected by the

Commission under the Virginia Business Trust Act have been paid by or on behalf of the business trust; provided,

however, that an assessed annual registration fee does not have to be paid if this amended application is filed on or

before the due date of the annual registration fee payment. See § 13.1-1065 of the Code of Virginia.

IMPORTANT: This amended application must be submitted to the Clerk of the Commission with a certified or

otherwise authenticated copy of any instrument of amendment, correction or merger filed by the foreign

business trust in its state or other jurisdiction of formation that effected the change(s) in said jurisdiction,

authenticated within the past 12 months under the original signature and seal of the Secretary of State or

official having custody of business trust records in the state or other jurisdiction of its formation. The certificate of the

Secretary of State or other public official having custody of business trust records must indicate that the copy of

the instrument is a “true and correct copy” of the official records, or words to that effect. A Certificate of

Existence/Fact/Good Standing is not sufficient or acceptable. See § 13.1-1245 of the Code of Virginia.

Submit this original, signed amended application and the certified copy of the business trust’s instrument effecting

the amendment or change to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia

23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1

Floor, Richmond, Virginia 23219), along with

a check for the filing fee in the amount of $25.00, payable to the State Corporation Commission. PLEASE DO NOT

SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, (866) 722-2551.

NOTE

The registered office and/or registered agent cannot be changed by filing an amended application. This change may

only be accomplished by filing a statement of change of a registered office and/or registered agent on form BTA1221,

which can be requested by contacting the Clerk’s Office of the State Corporation Commission at the telephone

numbers shown above or at

Form Bta1245 - Amended Application For Registration As A Foreign Business Trust - 2009 Page 2

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