Chapter 50. REGULATION OF SECURITIES OFFERINGS AND THOSE WHO ENGAGE IN THE SECURITIES BUSINESS

the following definitions shall apply unless the context otherwise requires: “Act” means Iowa Code chapter 502, the Iowa Uniform Securities Act (Blue Sky Law). “Administrator” means the commissioner of insurance or the deputy administrator appointed under Iowa Code section 502.60…

50.10(1) An applicant for an initial registration to conduct business as a broker-dealer must: a. File a current Form BD. If the applicant is a member of FINRA, Form BD shall be filed with CRD. If the applicant is not a member of FINRA, Form BD shall be signed and notarized and f…

50.100(1) An issuer of securities registered under the Act, or any person who is an officer, director or controlling person of such issuer, is presumed to employ a “device, scheme or artifice to defraud” the purchasers of such securities under Iowa Code section 502.501(1) if such…

50.101(1) Rescission offers made pursuant to Iowa Code section 502.510 shall be typed or printed and shall be captioned “RESCISSION OFFER” in boldface print or type. The rescission offer shall be delivered to each offeree personally or shall be sent by certified mail to the offer…

providing investment advice. 50.102(1) It shall constitute a fraudulent, deceptive or manipulative act, practice, or course of business for an investment adviser or an investment adviser representative acting as principal for such person’s own account, knowingly to sell any secur…

50.103(1) It is unlawful for any investment adviser to enter into, extend, or renew any investment advisory contract unless the contract provides in writing all of the following: a. That the investment adviser shall not be compensated on the basis of a share of capital gains or c…

DIVISION VIII VIATICAL SETTLEMENT INVESTMENT CONTRACTS

registered with FINRA as principals, appropriate to the function(s) to be performed. This rule is intended to implement Iowa Code section 502.406. [ARC 9169B, IAB 10/20/10, effective 11/24/10]

agents to sell viatical settlement investment contracts. 50.110(1) Under this rule, the term “viatical settlement investment contract issuer” includes, but is not limited to, any individual, company, corporation or other entity that offers or sells, directly or indirectly, viatic…

issuers must provide specific, written disclosures of risk to Iowa investors at the time of the initial offer to sell a viatical settlement investment contract. These disclosures must be preceded by the following caption, which must be in bold, 16-point typeface: IMPORTANT RISK D…

50.112(1) The issuer and agent shall file all viatical settlement investment contract advertisements with the administrator at least ten business days prior to the date of use or a shorter period as the administrator may permit. The administrator shall mark the advertisements wit…

relevant and material information to prospective investors in viatical settlement investment contracts. The required disclosure is the registration statement required by Iowa Code section 502.304 which has been reviewed and made effective by the administrator. This rule is intend…

50.12(1) Agent registration. Every applicant for registration as an agent of a broker-dealer shall: a. Pass the Uniform Securities Agent State Law Examination (Series 63) or the Uniform Combined State Law Examination (Series 66); b. Pass the appropriate qualifying examination adm…

applicable continuing education requirements adopted by FINRA, NYSE, or any other self-regulatory agency. Failure to comply with any such requirements may be a basis for discipline pursuant to Iowa Code section 502.412(4)“n.” This rule is intended to implement Iowa Code section 5…

50.14(1) Unless otherwise provided by an SEC order, each broker-dealer registered or required to be registered under the Act shall make, maintain and preserve books and records in compliance with SEC Rules 17a-3 (17 CFR 240.17a-3), 17a-4 (17 CFR 240.17a-4), 15c2-6 (17 CFR 240.15c…

requirements. 50.15(1) Each broker-dealer registered or required to be registered under the Act shall comply with SEC Rules 15c3-1 (17 CFR 240.15c3-1), 15c3-2 (17 CFR 240.15c3-2), and 15c3-3 (17 CFR 240.15c3-3). 50.15(2) Each broker-dealer registered or required to be registered …

50.16(1) Dishonest or unethical business practices by any person in the securities business, other than an agent, investment adviser, investment adviser representative, or federal covered investment adviser, as prohibited pursuant to Iowa Code section 502.412(4)“m” include, but a…

50.17(1) Each broker-dealer, after executing and before completing each transaction with its customer, shall give or send the customer a written confirmation. A broker-dealer not registered pursuant to the Securities Exchange Act of 1934 shall provide a written confirmation inclu…

50.18(1) A Canadian broker-dealer may register under this rule if the broker-dealer: a. Files with the administrator an application in the form required by the jurisdiction in which the broker-dealer has its principal office; b. Files with the administrator a consent to service o…

50.19(1) A bank may, without registering as a broker-dealer, effect: a. Transactions pursuant to Iowa Code section 502.102(4)“c”; or b. Transactions permitted by order of the administrator. 50.19(2) A bank that has entered into a contract with an Iowa-registered broker-dealer may…

50.2(1) The administrator may assess the broker-dealer or investment adviser for reasonable charges of travel, lodging, and other expenses incurred by Iowa insurance division staff or independent persons conducting an audit or inspection and directly attributable to an audit or i…

50.20(1) A broker-dealer engaging in securities activities with banks as permitted by subrules 50.19(2) and 50.19(3) shall maintain for three years and make available to the administrator upon request the following records: a. Copies of all advertisements and promotional literatu…

institutions. 50.21(1) A credit union, savings bank, or savings and loan institution may, without registering as a broker-dealer, effect: a. Transactions pursuant to Iowa Code section 502.102(4)“c”; and b. Transactions permitted by order of the administrator. 50.21(2) A credit un…

loan institutions. 50.22(1) A broker-dealer engaging in securities activities with credit unions, savings banks, or savings and loan institutions as permitted by subrules 50.21(2) and 50.21(3) shall maintain for three years and make available to the administrator upon request the…

DIVISION III REGISTRATION OF INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS

administrator to issue an interpretative opinion pursuant to Iowa Code section 502.605(4). These requests will be answered by means of a no-action letter. Requests for confirmation of the availability of an exemption shall be answered in the same manner. The following procedure i…

50.30(1) Designation. Pursuant to Iowa Code sections 502.406 and 502.608(3)“a,” the administrator designates the IARD operated by FINRA to receive and store filings and collect related fees from investment advisers on behalf of the administrator. 50.30(2) Use of IARD. Unless othe…

50.31(1) Investment adviser applications—required filings. The application for initial registration as an investment adviser shall be made by: a. Filing Form ADV Parts 1 and 2 with IARD; and b. Remitting the $100 filing fee to IARD pursuant to Iowa Code section 502.410(3). 50.31(…

50.32(1) Designation. Pursuant to Iowa Code sections 502.406 and 502.608(3)“a,” the administrator designates the CRD operated by FINRA to receive and store filings and collect related fees from investment adviser representatives on behalf of the administrator. 50.32(2) Initial ap…

50.33(1) Except as exempted by subrule 50.33(2), a person applying to be registered as an investment adviser representative shall provide the administrator with proof that the person has obtained either: a. A passing score on the Series 65 examination. b. Passing scores on both t…

50.34(1) Notice filing. The notice filing for a federal covered investment adviser pursuant to Iowa Code section 502.405 shall be filed with IARD on an executed Form ADV. A notice filing of a federal covered investment adviser shall be deemed filed for purposes of this subrule wh…

registration as an investment adviser pursuant to Iowa Code section 502.409 shall be completed on Form ADV-W and filed with IARD. This rule is intended to implement Iowa Code section 502.409.

50.36(1) General requirements. a. Unless otherwise provided in this rule, an investment adviser registered or required to be registered pursuant to Section 403 of the Act shall furnish each advisory client and prospective advisory client with: (1) A brochure which may be a copy o…

50.37(1) Payment of a cash fee, directly or indirectly, by an investment adviser to a solicitor for solicitation activities shall constitute an act, practice, or course of conduct operating as a fraud or deceit upon a person, pursuant to Iowa Code section 502.502(2), if: a. The s…

50.38(1) An investment adviser, an investment adviser representative, or a federal covered investment adviser is a fiduciary and has a duty to act primarily for the benefit of its clients. Rule 191—50.38(502) applies to federal covered investment advisers to the extent that the a…

50.39(1) Safekeeping required. It is unlawful and deemed to be a fraudulent, deceptive, or manipulative act, practice, or course of business for an investment adviser, registered or required to be registered, to have custody of client funds or securities unless the following cond…

DIVISION II REGISTRATION OF BROKER-DEALERS AND AGENTS

50.40(1) An investment adviser registered or required to be registered under the Act that has custody of client funds or securities shall maintain at all times a minimum net worth of $35,000 except: a. An investment adviser that has custody solely due to direct fee deduction and …

50.41(1) Every investment adviser registered or required to be registered under the Act: a. Having custody of or discretionary authority over client funds or securities shall be bonded in an amount determined by the administrator based upon the number of clients and the total ass…

50.42(1) An investment adviser registered or required to be registered pursuant to the Act shall make and keep true, accurate and current the following books, ledgers and records: a. A journal or journals, including cash receipts and disbursements records, and any other records o…

50.43(1) Every registered investment adviser that has custody of client funds or securities or requires payment of advisory fees six months or more in advance and in excess of $500 per client shall file with the administrator an audited balance sheet as of the end of the investme…

50.44(1) General approach. a. Certain professionals may rely on an exclusion from the definition of “investment adviser” contained in Iowa Code section 502.102(15)“b” for lawyers, accountants, engineers or teachers whose performance of investment advice is solely incidental to th…

50.45(1) Definitions. For purposes of this rule, the following definitions shall apply: “3(c)(1) fund” means a qualifying private fund that is eligible for the exclusion from the definition of an investment company under the Investment Company Act of 1940 (15 U.S.C. Section 80a-3…

federal covered investment advisers to the extent that the conduct alleged is fraudulent, deceptive, or as otherwise permitted by the National Securities Markets Improvement Act of 1996. 50.46(1) It is unlawful for any investment adviser, investment adviser representative, or fed…

50.47(1) On and after July 1, 2017, every investment adviser registered in Iowa shall make and maintain records, pursuant to Iowa Code section 502.411(3)“a,” of the establishment, implementation and maintenance of a written business continuity and succession plan. The business co…

DIVISION IV RULES COVERING ALL REGISTERED PERSONS

investment adviser representatives, and federal covered investment advisers. 50.50(1) Broker-dealers, investment advisers, broker-dealer agents, investment adviser representatives, and federal covered investment advisers who use the Internet, the World Wide Web, or similar propri…

50.51(1) Every consent appointing the administrator or successor to be an attorney to receive service of any lawful process as required by Iowa Code section 502.611 shall be properly notarized and shall contain, at a minimum, the following information: a. Name of the applicant; b…

registration for failure to pay child support. 50.52(1) Upon receipt of a certificate of noncompliance from the CSRU for default on debts owed to or collected by the CSRU, the administrator shall issue a notice to a securities agent or investment adviser representative applicant …

registration for failure to pay debts owed to or collected by the college student aid commission. Rescinded ARC 4848C, IAB 1/1/20, effective 2/5/20.