                                 CODE OF VIRGINIA

RULES FOR DETERMINING WHETHER CERTAIN OBLIGATIONS AND INTERESTS ARE SECURITIES
OR FINANCIAL ASSETS (§ 8.8A-103)

a. A share or similar equity interest issued by a corporation, business trust,
joint stock company, or similar entity is a security.

b. An &#8220;investment company security&#8221; is a security. &#8220;Investment
company security&#8221; means a share or similar equity interest issued by an
entity that is registered as an investment company under the federal investment
company laws, an interest in a unit investment trust that is so registered, or a
face-amount certificate issued by a face-amount certificate company that is so
registered. Investment company security does not include an insurance policy or
endowment policy or annuity contract issued by an insurance company.

c. An interest in a partnership or limited liability company is not a security
unless it is dealt in or traded on securities exchanges or in securities
markets, its terms expressly provide that it is a security governed by this
title, or it is an investment company security. However, an interest in a
partnership or limited liability company is a financial asset if it is held in a
securities account.

d. A writing that is a security certificate is governed by this title and not by
Title 8.3A, even though it also meets the requirements of that title. However, a
negotiable instrument governed by Title 8.3A is a financial asset if it is held
in a securities account.

e. An option or similar obligation issued by a clearing corporation to its
participants is not a security, but is a financial asset.

f. A commodity contract, as defined in subdivision (a) (15) of &#xA7; 8.9A-102,
is not a security or a financial asset.

g. A document of title is not a financial asset unless subdivision (a) (9) (iii)
of &#xA7; 8.8A-102 applies.

h. A controllable account, controllable electronic record, or controllable
payment intangible is not a financial asset unless subdivision (a)(9)(iii) of
&#xA7; 8.8A-102 applies.

HISTORY: 1996, c. 216; 2000, c. 1007; 2004, c. 200; 2024, c. 652.