{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/64.2-764.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/64.2-764.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/64.2-764.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/64.2-764.html"}],"law_id":58429,"edition_id":1,"section_id":58429,"structure_id":12989,"section_number":"64.2-764","catch_line":"Duty of loyalty","history":"2005, c. 935, \u00a7 55-548.02; 2012, c. 614.","full_text":"A\n\nA trustee shall administer the trust solely in the interests of the beneficiaries.B\n\nSubject to the rights of persons dealing with or assisting the trustee as provided in \u00a7 64.2-803, a sale, encumbrance, or other transaction involving the investment or management of trust property entered into by the trustee for the trustee’s own personal account or that is otherwise affected by a conflict between the trustee’s fiduciary and personal interests is voidable by a beneficiary affected by the transaction unless:1\n\nThe transaction was authorized by the terms of the trust;2\n\nThe transaction was approved by the court;3\n\nThe beneficiary did not commence a judicial proceeding within the time allowed by § 64.2-796;4\n\nThe beneficiary consented to the trustee’s conduct, ratified the transaction, or released the trustee in compliance with § 64.2-800; or5\n\nThe transaction involves a contract entered into or claim acquired by the trustee before the person became or contemplated becoming trustee.C\n\nA sale, encumbrance, or other transaction involving the investment or management of trust property is presumed to be affected by a conflict between personal and fiduciary interests if it is entered into by the trustee with:1\n\nThe trustee’s spouse;2\n\nThe trustee’s descendants, siblings, parents, or their spouses;3\n\nAn agent or attorney of the trustee; or4\n\nA corporation or other person or enterprise in which the trustee, or a person that owns a significant interest in the trustee, has an interest that might affect the trustee’s best judgment.D\n\nA transaction between a trustee and a beneficiary that does not concern trust property but that occurs during the existence of the trust or while the trustee retains significant influence over the beneficiary and from which the trustee obtains an advantage beyond the normal commercial advantage from such transaction is voidable by the beneficiary unless the trustee establishes that the transaction was fair to the beneficiary.E\n\nA transaction not concerning trust property in which the trustee engages in the trustee’s individual capacity involves a conflict between personal and fiduciary interests if the transaction concerns an opportunity properly belonging to the trust.F\n\nAn investment by a trustee in securities of an investment company, investment trust, mutual fund, or other investment or financial product to which the trustee, or an affiliate of the trustee, sponsors, sells, or provides services in a capacity other than as trustee is not presumed to be affected by a conflict between personal and fiduciary interests if the investment otherwise complies with the Uniform Prudent Investor Act (§ 64.2-780 et seq.) and § 64.2-1506. The trustee may be compensated by the investment company, investment trust, mutual fund, or other investment or financial product, or by the affiliated entity sponsoring, selling, or providing such service, and such compensation may be in addition to the compensation the trustee is receiving as a trustee if the trustee notifies the persons entitled to receive a copy of the trustee’s annual report under § 64.2-775 of the rate and method by which that compensation was determined and of any subsequent changes to such rate or method of compensation.G\n\nIn voting shares of stock or in exercising powers of control over similar interests in other forms of enterprise, the trustee shall act in the best interests of the beneficiaries. If the trust is the sole owner of a corporation or other form of enterprise, the trustee shall elect or appoint directors or other managers who will manage the corporation or enterprise in the best interests of the beneficiaries.H\n\nThis section does not preclude the following transactions, if fair to the beneficiaries:1\n\nAn agreement between a trustee and a beneficiary relating to the appointment or compensation of the trustee;2\n\nPayment of reasonable compensation to the trustee;3\n\nA transaction between a trust and another trust, decedent’s estate, or conservatorship of which the trustee is a fiduciary or in which a beneficiary has an interest;4\n\nA deposit of trust money in a regulated financial service institution operated by the trustee; or5\n\nAn advance by the trustee of money for the protection of the trust.I\n\nThe court may appoint a special fiduciary to make a decision with respect to any proposed transaction that might violate this section if entered into by the trustee.","order_by":null,"text":{"0":{"id":213935,"text":"A trustee shall administer the trust solely in the interests of the beneficiaries.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":213936,"text":"Subject to the rights of persons dealing with or assisting the trustee as provided in \u00a7 64.2-803, a sale, encumbrance, or other transaction involving the investment or management of trust property entered into by the trustee for the trustee’s own personal account or that is otherwise affected by a conflict between the trustee’s fiduciary and personal interests is voidable by a beneficiary affected by the transaction unless:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":213937,"text":"The transaction was authorized by the terms of the trust;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":213938,"text":"The transaction was approved by the court;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":213939,"text":"The beneficiary did not commence a judicial proceeding within the time allowed by § 64.2-796;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":213940,"text":"The beneficiary consented to the trustee’s conduct, ratified the transaction, or released the trustee in compliance with § 64.2-800; or","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":213941,"text":"The transaction involves a contract entered into or claim acquired by the trustee before the person became or contemplated becoming trustee.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":213942,"text":"A sale, encumbrance, or other transaction involving the investment or management of trust property is presumed to be affected by a conflict between personal and fiduciary interests if it is entered into by the trustee with:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"C1"},"8":{"id":213943,"text":"The trustee’s spouse;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"9":{"id":213944,"text":"The trustee’s descendants, siblings, parents, or their spouses;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"10":{"id":213945,"text":"An agent or attorney of the trustee; or","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"11":{"id":213946,"text":"A corporation or other person or enterprise in which the trustee, or a person that owns a significant interest in the trustee, has an interest that might affect the trustee’s best judgment.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"D"},"12":{"id":213947,"text":"A transaction between a trustee and a beneficiary that does not concern trust property but that occurs during the existence of the trust or while the trustee retains significant influence over the beneficiary and from which the trustee obtains an advantage beyond the normal commercial advantage from such transaction is voidable by the beneficiary unless the trustee establishes that the transaction was fair to the beneficiary.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C4","next_prefix":"E"},"13":{"id":213948,"text":"A transaction not concerning trust property in which the trustee engages in the trustee’s individual capacity involves a conflict between personal and fiduciary interests if the transaction concerns an opportunity properly belonging to the trust.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"14":{"id":213949,"text":"An investment by a trustee in securities of an investment company, investment trust, mutual fund, or other investment or financial product to which the trustee, or an affiliate of the trustee, sponsors, sells, or provides services in a capacity other than as trustee is not presumed to be affected by a conflict between personal and fiduciary interests if the investment otherwise complies with the Uniform Prudent Investor Act (§ 64.2-780 et seq.) and § 64.2-1506. The trustee may be compensated by the investment company, investment trust, mutual fund, or other investment or financial product, or by the affiliated entity sponsoring, selling, or providing such service, and such compensation may be in addition to the compensation the trustee is receiving as a trustee if the trustee notifies the persons entitled to receive a copy of the trustee’s annual report under § 64.2-775 of the rate and method by which that compensation was determined and of any subsequent changes to such rate or method of compensation.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"15":{"id":213950,"text":"In voting shares of stock or in exercising powers of control over similar interests in other forms of enterprise, the trustee shall act in the best interests of the beneficiaries. If the trust is the sole owner of a corporation or other form of enterprise, the trustee shall elect or appoint directors or other managers who will manage the corporation or enterprise in the best interests of the beneficiaries.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"16":{"id":213951,"text":"This section does not preclude the following transactions, if fair to the beneficiaries:","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"H1"},"17":{"id":213952,"text":"An agreement between a trustee and a beneficiary relating to the appointment or compensation of the trustee;","type":"section","prefixes":["H","1"],"prefix":"1","entire_prefix":"H1","prefix_anchor":"H1","level":2,"prior_prefix":"H","next_prefix":"H2"},"18":{"id":213953,"text":"Payment of reasonable compensation to the trustee;","type":"section","prefixes":["H","2"],"prefix":"2","entire_prefix":"H2","prefix_anchor":"H2","level":2,"prior_prefix":"H1","next_prefix":"H3"},"19":{"id":213954,"text":"A transaction between a trust and another trust, decedent’s estate, or conservatorship of which the trustee is a fiduciary or in which a beneficiary has an interest;","type":"section","prefixes":["H","3"],"prefix":"3","entire_prefix":"H3","prefix_anchor":"H3","level":2,"prior_prefix":"H2","next_prefix":"H4"},"20":{"id":213955,"text":"A deposit of trust money in a regulated financial service institution operated by the trustee; or","type":"section","prefixes":["H","4"],"prefix":"4","entire_prefix":"H4","prefix_anchor":"H4","level":2,"prior_prefix":"H3","next_prefix":"H5"},"21":{"id":213956,"text":"An advance by the trustee of money for the protection of the trust.","type":"section","prefixes":["H","5"],"prefix":"5","entire_prefix":"H5","prefix_anchor":"H5","level":2,"prior_prefix":"H4","next_prefix":"I"},"22":{"id":213957,"text":"The court may appoint a special fiduciary to make a decision with respect to any proposed transaction that might violate this section if entered into by the trustee.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H5"}},"ancestry":[{"id":12989,"edition_id":1,"name":"Duties and Powers of Trustee","identifier":"8","label":"article","depth":4,"order_by":1,"parent_id":12725,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":274455,"object_type":"structure","relational_id":12989,"identifier":"8","token":"64.2\/III\/7\/8","url":"\/64.2\/III\/7\/8\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12725,"edition_id":1,"name":"Uniform Trust Code","identifier":"7","label":"chapter","depth":3,"order_by":1,"parent_id":12724,"metadata":{},"date_created":"2026-06-26 03:43:50","date_modified":"2026-06-26 03:43:50","permalink":{"id":274107,"object_type":"structure","relational_id":12725,"identifier":"7","token":"64.2\/III\/7","url":"\/64.2\/III\/7\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12724,"edition_id":1,"name":"Trusts","identifier":"III","label":"subtitle","depth":2,"order_by":1,"parent_id":12723,"metadata":{},"date_created":"2026-06-26 03:43:50","date_modified":"2026-06-26 03:43:50","permalink":{"id":273811,"object_type":"structure","relational_id":12724,"identifier":"III","token":"64.2\/III","url":"\/64.2\/III\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12723,"edition_id":1,"name":"Wills, Trusts, and Fiduciaries","identifier":"64.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:50","date_modified":"2026-06-26 03:43:50","permalink":{"id":272781,"object_type":"structure","relational_id":12723,"identifier":"64.2","token":"64.2","url":"\/64.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":65102,"structure_id":12989,"section_number":"64.2-763","catch_line":"Duty to administer trust and invest","url":"\/64.2-763\/","token":"64.2\/III\/7\/8\/64.2-763","metadata":false},{"id":58429,"structure_id":12989,"section_number":"64.2-764","catch_line":"Duty of loyalty","url":"\/64.2-764\/","token":"64.2\/III\/7\/8\/64.2-764","metadata":false},{"id":64366,"structure_id":12989,"section_number":"64.2-765","catch_line":"Impartiality","url":"\/64.2-765\/","token":"64.2\/III\/7\/8\/64.2-765","metadata":false},{"id":71701,"structure_id":12989,"section_number":"64.2-766","catch_line":"Prudent administration","url":"\/64.2-766\/","token":"64.2\/III\/7\/8\/64.2-766","metadata":false},{"id":78963,"structure_id":12989,"section_number":"64.2-767","catch_line":"Costs of administration","url":"\/64.2-767\/","token":"64.2\/III\/7\/8\/64.2-767","metadata":false},{"id":54069,"structure_id":12989,"section_number":"64.2-768","catch_line":"Trustee's skills","url":"\/64.2-768\/","token":"64.2\/III\/7\/8\/64.2-768","metadata":false},{"id":87228,"structure_id":12989,"section_number":"64.2-769","catch_line":"Delegation by trustee","url":"\/64.2-769\/","token":"64.2\/III\/7\/8\/64.2-769","metadata":false},{"id":80013,"structure_id":12989,"section_number":"64.2-770","catch_line":"Repealed","url":"\/64.2-770\/","token":"64.2\/III\/7\/8\/64.2-770","metadata":false},{"id":86531,"structure_id":12989,"section_number":"64.2-771","catch_line":"Control and protection of trust property","url":"\/64.2-771\/","token":"64.2\/III\/7\/8\/64.2-771","metadata":false},{"id":84356,"structure_id":12989,"section_number":"64.2-772","catch_line":"Recordkeeping and identification of trust property","url":"\/64.2-772\/","token":"64.2\/III\/7\/8\/64.2-772","metadata":false},{"id":86060,"structure_id":12989,"section_number":"64.2-773","catch_line":"Enforcement and defense of claims","url":"\/64.2-773\/","token":"64.2\/III\/7\/8\/64.2-773","metadata":false},{"id":56796,"structure_id":12989,"section_number":"64.2-774","catch_line":"Collecting trust property","url":"\/64.2-774\/","token":"64.2\/III\/7\/8\/64.2-774","metadata":false},{"id":83323,"structure_id":12989,"section_number":"64.2-775","catch_line":"Duty to inform and report","url":"\/64.2-775\/","token":"64.2\/III\/7\/8\/64.2-775","metadata":false},{"id":63636,"structure_id":12989,"section_number":"64.2-776","catch_line":"Discretionary powers; tax savings","url":"\/64.2-776\/","token":"64.2\/III\/7\/8\/64.2-776","metadata":false},{"id":71035,"structure_id":12989,"section_number":"64.2-777","catch_line":"General powers of trustee","url":"\/64.2-777\/","token":"64.2\/III\/7\/8\/64.2-777","metadata":false},{"id":71830,"structure_id":12989,"section_number":"64.2-778","catch_line":"Specific powers of trustee","url":"\/64.2-778\/","token":"64.2\/III\/7\/8\/64.2-778","metadata":false},{"id":64838,"structure_id":12989,"section_number":"64.2-778.1","catch_line":"Repealed","url":"\/64.2-778.1\/","token":"64.2\/III\/7\/8\/64.2-778.1","metadata":false},{"id":67100,"structure_id":12989,"section_number":"64.2-779","catch_line":"Distribution upon termination","url":"\/64.2-779\/","token":"64.2\/III\/7\/8\/64.2-779","metadata":false}],"previous_section":{"id":65102,"structure_id":12989,"section_number":"64.2-763","catch_line":"Duty to administer trust and invest","url":"\/64.2-763\/","token":"64.2\/III\/7\/8\/64.2-763","metadata":false},"next_section":{"id":64366,"structure_id":12989,"section_number":"64.2-765","catch_line":"Impartiality","url":"\/64.2-765\/","token":"64.2\/III\/7\/8\/64.2-765","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/64.2-764\/","history_text":"

This law was first created in 2005. The record of its establishment is cataloged in chapter 935<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2012, chapter 614<\/a>.<\/p>","references":[{"id":64836,"section_number":"64.2-779.2","catch_line":"Fiduciary duty","order_by":null,"url":"\/64.2-779.2\/"}],"refers_to":[{"id":61706,"section_number":"64.2-1506","catch_line":"Investment in mutual fund affiliated with fiduciary","order_by":null,"url":"\/64.2-1506\/"},{"id":83323,"section_number":"64.2-775","catch_line":"Duty to inform and report","order_by":null,"url":"\/64.2-775\/"},{"id":57841,"section_number":"64.2-780","catch_line":"Definition of terms","order_by":null,"url":"\/64.2-780\/"},{"id":59874,"section_number":"64.2-796","catch_line":"Limitation of action against trustee","order_by":null,"url":"\/64.2-796\/"},{"id":79308,"section_number":"64.2-800","catch_line":"Beneficiary's consent, release, or ratification","order_by":null,"url":"\/64.2-800\/"},{"id":85139,"section_number":"64.2-803","catch_line":"Protection of person dealing with trustee","order_by":null,"url":"\/64.2-803\/"}],"permalink":{"id":274461,"object_type":"law","relational_id":58429,"identifier":"64.2-764","token":"64.2\/III\/7\/8\/64.2-764","url":"\/64.2-764\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/64.2-764\/","token":"64.2\/III\/7\/8\/64.2-764","dublin_core":{"Title":"Duty of loyalty","Type":"Text","Format":"text\/html","Identifier":"\u00a7 64.2-764","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A trustee<\/span> shall administer the trust solely in the interests of the beneficiaries<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Subject to the rights of persons<\/span> dealing with or assisting the trustee<\/span> as provided in \u00a7 64.2-803<\/a>, a sale, encumbrance, or other transaction involving the investment or management of trust property<\/span> entered into by the trustee<\/span> for the trustee<\/span>’s own personal account or that is otherwise affected by a conflict between the trustee<\/span>’s fiduciary<\/span> and personal interests is voidable by a beneficiary<\/span> affected by the transaction unless: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The transaction was authorized by the terms of the trust; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The transaction was approved by the court<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The beneficiary<\/span> did not commence a judicial proceeding within the time allowed by § 64.2-796<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The beneficiary<\/span> consented to the trustee<\/span>’s conduct, ratified the transaction, or released the trustee<\/span> in compliance with § 64.2-800<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The transaction involves a contract<\/span> entered into or claim acquired by the trustee<\/span> before the person<\/span> became or contemplated becoming trustee<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A sale, encumbrance, or other transaction involving the investment or management of trust property<\/span> is presumed to be affected by a conflict between personal and fiduciary<\/span> interests if it is entered into by the trustee<\/span> with: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The trustee<\/span>’s spouse; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The trustee<\/span>’s descendants, siblings, parents, or their spouses; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> An agent or attorney of the trustee<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A corporation or other person<\/span> or enterprise in which the trustee<\/span>, or a person<\/span> that owns a significant interest in the trustee<\/span>, has an interest that might affect the trustee<\/span>’s best judgment<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A transaction between a trustee<\/span> and a beneficiary<\/span> that does not concern trust property<\/span> but that occurs during the existence of the trust or while the trustee<\/span> retains significant influence over the beneficiary<\/span> and from which the trustee<\/span> obtains an advantage beyond the normal commercial advantage from such transaction is voidable by the beneficiary<\/span> unless the trustee<\/span> establishes that the transaction was fair to the beneficiary<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A transaction not concerning trust property<\/span> in which the trustee<\/span> engages in the trustee<\/span>’s individual capacity involves a conflict between personal and fiduciary<\/span> interests if the transaction concerns an opportunity properly belonging to the trust. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> An investment by a trustee<\/span> in securities of an investment company, investment trust, mutual fund, or other investment or financial product to which the trustee<\/span>, or an affiliate of the trustee<\/span>, sponsors, sells, or provides services in a capacity other than as trustee<\/span> is not presumed to be affected by a conflict between personal and fiduciary<\/span> interests if the investment otherwise complies with the Uniform Prudent Investor Act (§ 64.2-780<\/a> et seq.) and § 64.2-1506<\/a>. The trustee<\/span> may be compensated by the investment company, investment trust, mutual fund, or other investment or financial product, or by the affiliated entity sponsoring, selling, or providing such service, and such compensation may be in addition to the compensation the trustee<\/span> is receiving as a trustee<\/span> if the trustee<\/span> notifies the persons<\/span> entitled to receive a copy of the trustee<\/span>’s annual report under § 64.2-775<\/a> of the rate and method by which that compensation was determined and of any subsequent changes to such rate or method of compensation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> In voting shares of stock or in exercising powers of control over similar interests in other forms of enterprise, the trustee<\/span> shall act in the best interests of the beneficiaries<\/span>. If the trust is the sole owner of a corporation or other form of enterprise, the trustee<\/span> shall elect or appoint directors or other managers who will<\/span> manage the corporation or enterprise in the best interests of the beneficiaries<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> This section does not preclude the following transactions, if fair to the beneficiaries: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> An agreement between a trustee<\/span> and a beneficiary<\/span> relating to the appointment or compensation of the trustee<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Payment of reasonable compensation to the trustee<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A transaction between a trust and another trust, decedent’s estate, or conservatorship of which the trustee<\/span> is a fiduciary<\/span> or in which a beneficiary<\/span> has an interest; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A deposit of trust money in a regulated financial service institution operated by the trustee<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> An advance by the trustee<\/span> of money for the protection of the trust. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> The court<\/span> may appoint a special fiduciary<\/span> to make a decision with respect to any proposed transaction that might violate this section if entered into by the trustee<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDUTY OF LOYALTY (\u00a7 64.2-764)\n\nA. A trustee shall administer the trust solely in the interests of the\nbeneficiaries.\n\nB. Subject to the rights of persons dealing with or assisting the trustee as\nprovided in \u00a7 64.2-803, a sale, encumbrance, or other transaction involving the\ninvestment or management of trust property entered into by the trustee for the\ntrustee’s own personal account or that is otherwise affected by a conflict\nbetween the trustee’s fiduciary and personal interests is voidable by a\nbeneficiary affected by the transaction unless:\n\n 1. The transaction was authorized by the terms of the trust;\n\n 2. The transaction was approved by the court;\n\n 3. The beneficiary did not commence a judicial proceeding within the time\n allowed by § 64.2-796;\n\n 4. The beneficiary consented to the trustee’s conduct, ratified the\n transaction, or released the trustee in compliance with § 64.2-800; or\n\n 5. The transaction involves a contract entered into or claim acquired by the\n trustee before the person became or contemplated becoming trustee.\n\nC. A sale, encumbrance, or other transaction involving the investment or\nmanagement of trust property is presumed to be affected by a conflict between\npersonal and fiduciary interests if it is entered into by the trustee with:\n\n 1. The trustee’s spouse;\n\n 2. The trustee’s descendants, siblings, parents, or their spouses;\n\n 3. An agent or attorney of the trustee; or\n\n 4. A corporation or other person or enterprise in which the trustee, or a\n person that owns a significant interest in the trustee, has an interest that\n might affect the trustee’s best judgment.\n\nD. A transaction between a trustee and a beneficiary that does not concern trust\nproperty but that occurs during the existence of the trust or while the trustee\nretains significant influence over the beneficiary and from which the trustee\nobtains an advantage beyond the normal commercial advantage from such\ntransaction is voidable by the beneficiary unless the trustee establishes that\nthe transaction was fair to the beneficiary.\n\nE. A transaction not concerning trust property in which the trustee engages in\nthe trustee’s individual capacity involves a conflict between personal and\nfiduciary interests if the transaction concerns an opportunity properly\nbelonging to the trust.\n\nF. An investment by a trustee in securities of an investment company, investment\ntrust, mutual fund, or other investment or financial product to which the\ntrustee, or an affiliate of the trustee, sponsors, sells, or provides services\nin a capacity other than as trustee is not presumed to be affected by a conflict\nbetween personal and fiduciary interests if the investment otherwise complies\nwith the Uniform Prudent Investor Act (§ 64.2-780 et seq.) and §\n64.2-1506. The trustee may be compensated by the investment company, investment\ntrust, mutual fund, or other investment or financial product, or by the\naffiliated entity sponsoring, selling, or providing such service, and such\ncompensation may be in addition to the compensation the trustee is receiving as\na trustee if the trustee notifies the persons entitled to receive a copy of the\ntrustee’s annual report under § 64.2-775 of the rate and method by\nwhich that compensation was determined and of any subsequent changes to such\nrate or method of compensation.\n\nG. In voting shares of stock or in exercising powers of control over similar\ninterests in other forms of enterprise, the trustee shall act in the best\ninterests of the beneficiaries. If the trust is the sole owner of a corporation\nor other form of enterprise, the trustee shall elect or appoint directors or\nother managers who will manage the corporation or enterprise in the best\ninterests of the beneficiaries.\n\nH. This section does not preclude the following transactions, if fair to the\nbeneficiaries:\n\n 1. An agreement between a trustee and a beneficiary relating to the\n appointment or compensation of the trustee;\n\n 2. Payment of reasonable compensation to the trustee;\n\n 3. A transaction between a trust and another trust, decedent’s estate,\n or conservatorship of which the trustee is a fiduciary or in which a\n beneficiary has an interest;\n\n 4. A deposit of trust money in a regulated financial service institution\n operated by the trustee; or\n\n 5. An advance by the trustee of money for the protection of the trust.\n\nI. The court may appoint a special fiduciary to make a decision with respect to\nany proposed transaction that might violate this section if entered into by the\ntrustee.\n\nHISTORY: 2005, c. 935, \u00a7 55-548.02; 2012, c. 614.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}