A person may become a beneficial owner of a statutory trust and may receive a beneficial interest in a statutory trust without payment of consideration to the statutory trust. The consideration for a beneficial interest in a statutory trust may consist of: Money; Tangible or intangible property; Labor or services actually performed for the statutory trust; A promissory note or other obligation for future payment of money; The transfer of tangible or intangible property; A contract for future performance of labor or services; or Any combination of the consideration described in items (i) through (vi) of this paragraph. Except as provided in the governing instrument of a statutory trust or by agreement between the beneficial owner and the statutory trust: A beneficial owner is obligated to the statutory trust to perform any promise to contribute cash or property or to perform services, even if the beneficial owner is unable to perform because of death, disability, or any other reason; Subject to the provisions of item (3) of this subsection, if a beneficial owner does not make the required contribution of property or services, the beneficial owner is obligated to the statutory trust to contribute cash equal to that portion of the agreed value, as stated in the records of the statutory trust, of the contribution that has not been made; and The obligation provided in item (2) of this subsection shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the statutory trust may have against the beneficial owner under the governing instrument or applicable law. A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that the beneficial owner is obligated to make shall be subject to specific penalties for, or specified consequences of, the failure. The penalty or consequence may take the form of: Reducing or eliminating the defaulting beneficial owner’s proportionate interest in the statutory trust, subordinating the beneficial owner’s interest to that of nondefaulting beneficial owners; A forced sale of the beneficial owner’s interest; A forfeiture or cancellation of the beneficial owner’s interest; A lending by other beneficial owners of the amount necessary to meet the defaulting beneficial owner’s commitment; A fixing of the value of the defaulting beneficial owner’s interest by appraisal or by formula, and a redemption or sale of the defaulting beneficial owner’s interest at that value; or Any other penalty or consequence.

Except as provided in the governing instrument of a statutory trust, the beneficial owners shall be entitled to the same limitation of personal liability extended to stockholders of a Maryland corporation formed under Title 2 of this article. Neither an obligation of a beneficial owner or trustee of a statutory trust to the statutory trust arising under the governing instrument or a separate agreement in writing, or a note, instrument, or other writing evidencing any such obligation of a beneficial owner or trustee, shall be subject to the defense of usury. A beneficial owner or trustee may not interpose the defense of usury with respect to any obligation identified in paragraph (1) of this subsection in any action.

Except as provided in the governing instrument of a statutory trust, a beneficial owner shall have an undivided beneficial interest in the property of the statutory trust and shall share in the profits and losses of the statutory trust in the proportion of the entire undivided beneficial interest in the statutory trust owned by the beneficial owner. Except as provided in the governing instrument of a statutory trust, a beneficial owner has no interest in specific property of the statutory trust. A creditor of the beneficial owner has no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory trust. A beneficial interest in a statutory trust is personal property notwithstanding the nature of the property of the trust. Except as provided in the governing instrument of a statutory trust, a beneficial interest in the statutory trust is freely transferable. Except as provided in the governing instrument of a statutory trust, at the time a beneficial owner becomes entitled to receive a distribution, the beneficial owner has the status of, and is entitled to all remedies available to, a creditor of the statutory trust with respect to the distribution. A governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a statutory trust or for any other purpose. Except as provided in the governing instrument of a statutory trust or by agreement, a beneficial owner shall have no preemptive right to acquire any beneficial interest or other interest in the statutory trust.

Except as provided in its governing instrument, a statutory trust shall have the power to: Indemnify and hold harmless, and to obligate itself to indemnify and hold harmless, any beneficial owner from and against any and all claims and demands whatsoever; and Pay or reimburse in advance of final disposition of a proceeding, as defined in § 2–418 of this article, any expenses incurred in connection with the proceeding. The absence of a provision for indemnity in the governing instrument of a statutory trust may not be construed to deprive a beneficial owner of any right to indemnity that is otherwise available to the beneficial owner under the laws of the State.

Except as provided in the governing instrument of a statutory trust, a beneficial owner, a holder of a voting trust certificate in the statutory trust, or a beneficial owner’s agent may inspect and copy during usual business hours any of the following statutory trust documents: The governing instrument and all amendments; Minutes of the proceedings of the beneficial owners; An annual statement of affairs; and Voting trust agreements on file at the statutory trust’s principal office. Except as provided in the governing instrument of a statutory trust, a beneficial owner, who for at least 6 months has been the beneficial owner of record of outstanding beneficial interests of any series or class of beneficial interests of the statutory trust entitled to cast at least 5% of all the votes entitled to be cast generally in the election of trustees, may present to any officer of the statutory trust a written request for a list of the beneficial owners of record of that series or class as disclosed by the records of the statutory trust relating to the issuance and transfer of beneficial interests. Except as provided in the governing instrument of a statutory trust, within 20 days after a request for information is made under paragraph (1) of this subsection, the statutory trust shall prepare and have available on file at its principal office a list that: Is verified under oath by one of its officers or its transfer agent or registrar; and Sets forth the name and address of each beneficial owner of record of the series or class and the number of shares of the series or class held by the beneficial owner. Except as provided in the governing instrument of a statutory trust, each trustee shall have the right to examine all documents and information regarding the statutory trust for any purpose reasonably related to the performance of the trustee’s duties as a trustee. Except as provided in its governing instrument a statutory 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 statutory trust or could damage the statutory trust or its business; or The statutory trust is required by law or by agreement with a third party to keep confidential. A statutory 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.

Except as provided in the governing instrument of a statutory trust: Meetings of beneficial owners may be held at any place or by conference telephone or in any other manner by which all persons participating in the meeting may hear each other; and Participation in a meeting in accordance with item (1) of this subsection shall constitute presence in person at the meeting. Except as provided in the governing instrument of a statutory trust, on any matter that is to be voted on by the beneficial owners: The beneficial owners may take action on the matter without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action taken, is signed by the beneficial owners having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all interests in the statutory trust entitled to vote on the matter were present and voted; and A beneficial owner may vote: In person; or By proxy granted in writing, by means of telephonic or electronic transmission, or as otherwise permitted by applicable law. Except as provided in the governing instrument of a statutory trust, a consent transmitted by electronic transmission by a beneficial owner or by a person authorized to act for a beneficial owner shall be deemed to be written and signed for purposes of this section. Except as provided in this title or the governing instrument of a statutory trust, any act requiring the approval of the beneficial owners shall be approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter.

Notwithstanding § 3–709 of this article, the provisions of Title 3, Subtitle 7 of this article apply to a statutory trust formed on or after October 1, 2023, that is a closed–end investment company as defined in the Investment Company Act of 1940. Notwithstanding § 3–709 of this article, the governing instrument of a statutory trust formed before October 1, 2023, that is a closed–end investment company as defined in the Investment Company Act of 1940 may provide that Title 3, Subtitle 7 of this article applies to the statutory trust.