                                 CODE OF VIRGINIA

LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS IN INVESTMENT
PROPERTY (§ 8.9A-305)

a. Governing law; general rules. Except as otherwise provided in subsection (c),
the following rules apply:

   1. While a security certificate is located in a jurisdiction, the local law of
   that jurisdiction governs perfection, the effect of perfection or
   nonperfection, and the priority of a security interest in the certificated
   security represented thereby.

   2. The local law of the issuer&#8217;s jurisdiction as specified in &#xA7;
   8.8A-110 (d) governs perfection, the effect of perfection or nonperfection,
   and the priority of a security interest in an uncertificated security.

   3. The local law of the securities intermediary&#8217;s jurisdiction as
   specified in &#xA7; 8.8A-110 (e) governs perfection, the effect of perfection
   or nonperfection, and the priority of a security interest in a security
   entitlement or securities account.

   4. The local law of the commodity intermediary&#8217;s jurisdiction governs
   perfection, the effect of perfection or nonperfection, and the priority of a
   security interest in a commodity contract or commodity account.

   5. Paragraphs (2), (3), and (4) apply even if the transaction does not bear
   any relation to the jurisdiction.

b. Commodity intermediary&#8217;s jurisdiction. The following rules determine a
commodity intermediary&#8217;s jurisdiction for purposes of this part:

   1. If an agreement between the commodity intermediary and commodity customer
   governing the commodity account expressly provides that a particular
   jurisdiction is the commodity intermediary&#8217;s jurisdiction for purposes
   of this part, this title, or the Uniform Commercial Code, that jurisdiction is
   the commodity intermediary&#8217;s jurisdiction.

   2. If paragraph (1) does not apply and an agreement between the commodity
   intermediary and commodity customer governing the commodity account expressly
   provides that the agreement is governed by the law of a particular
   jurisdiction, that jurisdiction is the commodity intermediary&#8217;s
   jurisdiction.

   3. If neither paragraph (1) nor paragraph (2) applies and an agreement between
   the commodity intermediary and commodity customer governing the commodity
   account expressly provides that the commodity account is maintained at an
   office in a particular jurisdiction, that jurisdiction is the commodity
   intermediary&#8217;s jurisdiction.

   4. If none of the preceding paragraphs applies, the commodity
   intermediary&#8217;s jurisdiction is the jurisdiction in which the office
   identified in an account statement as the office serving the commodity
   customer&#8217;s account is located.

   5. If none of the preceding paragraphs applies, the commodity
   intermediary&#8217;s jurisdiction is the jurisdiction in which the chief
   executive office of the commodity intermediary is located.

c. When perfection governed by law of jurisdiction where debtor located. The
local law of the jurisdiction in which the debtor is located governs:

   1. perfection of a security interest in investment property by filing;

   2. automatic perfection of a security interest in investment property created
   by a broker or securities intermediary; and

   3. automatic perfection of a security interest in a commodity contract or
   commodity account created by a commodity intermediary.

HISTORY: Code 1950, § 55-9; 1964, c. 219, § 8.9-103; 1973, c. 509; 1984, c.
613; 1996, c. 216; 1997, c. 343; 2000, c. 1007; 2024, c. 652.