Iowa Administrative Code

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.

registration for failure to pay state debt. 50.54(1) Upon receipt of a certificate of noncompliance from the centralized collection unit of the department of revenue (CCU), the administrator shall issue a notice to a securities agent or investment adviser representative applicant…

50.55(1) The use of a senior-specific certification or designation by any person in connection with the offer, sale, or purchase of securities or the provision of advice as to the value of or the advisability of investing in, purchasing, or selling securities, either directly or …

DIVISION V REGISTRATION OF SECURITIES

50.60(1) Except as provided in subrule 50.60(5), no investment company that is registered under the Investment Company Act of 1940 or that has a currently filed registration statement under the Securities Act of 1933 is required to file with the administrator, either prior to the…

50.61(1) Form U-7 may be obtained from the NASAA website at www.nasaa.org. Form U-7 has been developed under the Small Business Investment Incentive Act of 1980 which prescribes state and federal cooperation in furthering the policies of the Act: diminishing the burden of raising…

50.62(1) An equity security meeting the conditions of this rule may be registered pursuant to Iowa Code section 502.303 if all of the following conditions are satisfied, unless waived by the administrator, and except as provided by subrule 50.62(2): a. The issuer must be a corpor…

50.63(1) Pursuant to Iowa Code section 502.303(2), offerings filed on SEC Form F-7, Form F-8, Form F-9 or Form F-10 shall become effective the later of three days after filing, or the effective date with the SEC. 50.63(2) Pursuant to Iowa Code section 502.605(3), financial statem…

50.64(1) Except as otherwise provided by this rule, the balance sheet, statement of cash flows, and statement of income required by Iowa Code section 502.304(2)“q” shall be certified by an independent certified public accountant who shall also issue an opinion on the financial st…

registration by qualification statement filed pursuant to Iowa Code section 502.304 may not become effective until one or both of the following are filed: 1. When the value, after its purchase, of certain property does or will constitute a material portion of the assets of the is…

50.66(1) Overview of national models. In cooperation with the securities administrators of other states and with a view to effectuating a policy to achieve maximum uniformity of regulations regarding the registration of securities, registration and business practices of securitie…

qualification pursuant to Iowa Code section 502.304 is presumed to be reasonably current for purposes of Iowa Code section 502.305(9) if: 1. The issuer notifies the administrator in writing of any change in a material fact contained in the registration statement no later than 7 d…

Code section 502.304, a prospectus containing the information required by Iowa Code section 502.304(2) shall be delivered to each person to which an offer is made, before or concurrently with the earliest of the following events: 1. The first offer made in a record to each person…

50.69(1) The following advertising regarding the offer, sale or purchase of any security in Iowa is exempt from the filing requirements of Iowa Code section 502.504: a. A prospectus published or circulated regarding an offering of a security registered pursuant to Iowa Code secti…

provided in Iowa Code sections 502.302(3) and 502.304A(3)“g,” a person who files a registration statement or a notice filing pursuant to Iowa Code section 502.305 as amended by 2016 Iowa Acts, House File 2394, section 2, shall pay the following fees: 50.70(1) For the initial fili…

DIVISION VI EXEMPTIONS

5/16/18.

security pursuant to Section 18(b)(4)(F) of the Securities Act of 1933 shall submit no later than 15 days after the first sale of such federal covered security in Iowa an electronic filing and fees through www.efdnasaa.org, under “filers and issuers.” This rule is intended to imp…

50.82(1) An agricultural cooperative association issuing notes or other evidence of indebtedness shall notify the administrator in writing 30 days before the security is initially sold. Notification shall include: a. The name of the issuer, the date of organization of the issuer,…

50.83(1) Any unregistered broker-dealer effecting a transaction under an unsolicited order or offer to buy and claiming an exemption from registration based solely upon Iowa Code section 502.202(6) shall obtain acknowledgment from the customer on or before the settlement date of …

50.84(1) An offer, but not a sale, of a security made by or on behalf of an issuer for the sole purpose of soliciting an indication of interest in receiving a prospectus (or its equivalent) for such security is exempt from registration pursuant to Iowa Code section 502.301 if: a.…

through the Internet are exempt from registration pursuant to Iowa Code sections 502.301 and 502.504 if: 1. The Internet offer states, directly or indirectly, that the securities are not being offered to state residents; and 2. The Internet offer is not specifically directed to a…

transaction exemption. The administrator shall view the following as reasons for entering an order under Iowa Code section 502.204 to deny or revoke an exemption provided under Iowa Code section 502.202(14): 1. A public advertisement is used to promote the sale of securities for …

50.87(1) Church extension funds or similar organizations making continuous offerings shall be exempt pursuant to Iowa Code section 502.201(7)“b” provided the issuer: a. Applies for the exemption; b. Files an offering circular and otherwise substantially complies with the NASAA St…

transactions with specified investors to the following persons: 50.88(1) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer. 50.88(2)…

of Iowa Code section 502.202(2)“d” include Mergent’s Manuals, S & P Capital IQ Standard Corporation Descriptions, Fitch Investment Services, and Best’s Insurance Reports, Life-Health. This rule is intended to implement Iowa Code section 502.202(2)“d.” [ARC 1076C, IAB 10/2/13, eff…

50.90(1) Definitions. For purposes of this rule, in addition to the definitions set forth in rule 191— 50.1(502), the definitions in Iowa Code section 502.202(24)“a” and the following definitions apply: “Administrator’s website” means the Internet site of the Iowa insurance divis…

offerings made under 17 CFR Section 227, federal Regulation Crowdfunding, General Rules and Regulations, and Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933 (referred to collectively as “federal Regulation Crowdfunding”). 50.91(1) Initial filing. a. An issuer that …

issuer offering and selling securities in this state in an offering exempt under Tier 2 of 17 CFR Section 230.251 et seq. (“federal Regulation A”) and Sections 18(b)(3) and 18(b)(4) of the Securities Act of 1933: 50.92(1) Initial filing. a. An issuer planning to offer and sell se…

DIVISION VII FRAUD AND OTHER PROHIBITED CONDUCT

licensing public adjusters in this state and to specify the duties of and restrictions on public adjusters, including limitation of such licensure to assisting only insureds with first-party claims. [ARC 5250C, IAB 11/4/20, effective 12/9/20]