Washington Administrative Code

If you are an investment adviser registered or required to be registered under RCW 21.20.040, it is unlawful under RCW 21.20.020 for you to have or to exercise voting authority with respect to client securities, unless you:(1) Establish, maintain, and enforce written policies and…

If you are an investment adviser registered or required to be registered pursuant to RCW 21.20.040, it is unlawful under RCW 21.20.020 for you to provide investment advice to clients unless you comply with the following requirements: (1) You must establish, maintain, and enforce …

If you are an investment adviser registered or required to be registered under RCW 21.20.040, it is unlawful under RCW 21.20.020 and 21.20.030 for you to provide investment advice unless you have a written investment advisory contract with the person you are advising. Further, it…

(1) If you are an investment adviser registered or required to be registered pursuant to RCW 21.20.040, it is unlawful under RCW 21.20.020 for you to provide investment advice to clients unless you deliver written billing information to your advisory clients each time you charge …

It is an unlawful act, practice, or course of business which operates or would operate as a fraud or deceit under RCW 21.20.020 (1)(b) to make any representation or statement, whether directly or by implication, guaranteeing the success of investments made pursuant to the recomme…

(1) General requirements. Unless otherwise provided in this rule, if you are an investment adviser registered or required to be registered pursuant to RCW 21.20.040, you must, in accordance with the provisions of this section, deliver to each advisory client and prospective advis…

(1) General. If you are an investment adviser you may, without violating RCW 21.20.030(1), enter into, extend, or renew an investment advisory contract which provides for compensation to you on the basis of a share of capital gains upon or capital appreciation of the funds, or an…

If you are in an investment adviser or investment adviser representative, it is unlawful under RCW 21.20.020 to advertise or represent to subscribers or customers for advisory services that subscriptions, fees or other payments will be refunded if they are not satisfied unless:(1…

(1) If you are an investment adviser registered or required to be registered under RCW 21.20.040, who has custody of client funds or securities, you must maintain at all times a minimum net worth of $35,000 unless provided otherwise in this chapter. If you are an investment advis…

If you are an investment adviser registered or required to be registered pursuant to RCW 21.20.040, or a federal covered adviser, it is unlawful under RCW 21.20.020 for you to provide investment advice to clients unless you provide training concerning financial exploitation of vu…

(1) If you are an investment adviser registered or required to be registered pursuant to RCW 21.20.040, you must make and keep true, accurate, and current the following books, ledgers, and records:(a) A journal or journals, including cash receipts and disbursement records, and an…

(1) If you are an investment adviser registered or required to be registered pursuant to RCW 21.20.040, you must:(a) Promptly file with IARD, in accordance with the instructions to Form ADV, any amendments to your Form ADV. An amendment will be considered promptly filed if it is …

If you are an investment adviser registered or required to be registered pursuant to RCW 21.20.040 who has filed a complaint against any of your partners, officers, directors, agents registered in Washington or associated persons with any law enforcement agency, any other regulat…

If you are an investment adviser, investment adviser representative, or a federal covered adviser, you are a fiduciary and have a duty to act primarily for the benefit of your clients. If you are a federal covered adviser, the provisions of this subsection apply to the extent tha…

The rules in this chapter apply to the use of senior certifications and designations.[Statutory Authority: RCW 21.20.450, 21.20.020 (1)(c), 21.20.110 (1)(g). WSR 08-14-006, § 460-25A-010, filed 6/19/08, effective 7/20/08.]

(1) Consistent with the model rule on the use of senior-specific certifications and professional designations adopted by the North American Securities Administrators Association, Inc. on March 20, 2008, the use of a senior-specific certification or designation by any person in co…

There is a rebuttable presumption that a designating or certifying organization is not disqualified solely for purposes of WAC 460-25A-020 (2)(d) when the organization has been accredited by:(1) The American National Standards Institute;(2) The National Commission for Certifying …

In determining whether a combination of words (or an acronym standing for a combination of words) constitutes a certification or professional designation indicating or implying that a person has special certification or training in advising or servicing senior citizens or retiree…

(1) There is a rebuttable presumption that a certification or professional designation does not include a job title within an organization that is licensed or registered by a state or federal financial services regulatory agency, when that job title:(a) Indicates seniority or sta…

Nothing in this chapter shall limit the director's authority to enforce existing provisions of law.[Statutory Authority: RCW 21.20.450, 21.20.020 (1)(c), 21.20.110 (1)(g). WSR 08-14-006, § 460-25A-060, filed 6/19/08, effective 7/20/08.]

Any advertisement, display, pamphlet, brochure, letter, articles, or communication published in any newspaper, magazine, or periodical, or script or any recording, radio or television announcement, broadcast, or commercial to be used or circulated in connection with the sale and …

All sales and advertising literature and promotional material, other than that exempted by these rules, shall be governed by the following:(1) The registration applicant or registrant shall file with the division, at least five business days before its intended dissemination, one…

The following devices or sales presentation, and the use thereof, will be deemed deceptive or misleading practices:(1) Comparison charts or graphs showing a distorted, unfair or unrealistic relationship between the issuer's past performance, progress or success and that of anothe…

The following forms and types of advertising are permitted without the necessity for filing or prior authorization by the administrator, unless specifically prohibited.(1) So-called "tombstone" advertising, containing no more than the following information:(a) Name and address of…

For the purposes of RCW 21.30.010(17), the term "precious metal" includes:(1) Palladium, in either coin, bullion, or other form; and(2) Copper, in either coin, bullion, or other form.[Statutory Authority: RCW 21.30.400, 21.30.010 (17)(d), and 21.30.040 (1)(b). WSR 14-03-022, § 46…

The Washington Securities Act provides that its interpretation and administration be coordinated with related federal regulations. In light of such policy and due to the relevance and importance of the Securities and Exchange Commission Securities Act Release No. 5347, the divisi…

The term "industrial or commercial enterprise" as employed in RCW 21.20.310(1) includes, but is not limited to, a private profit or nonprofit hospital, health care facility, college, university or educational institution, single or multifamily mortgage loan program, port authorit…

Any security which would otherwise be exempt from registration under RCW 21.20.310(1) except that it is payable from a nongovernmental industrial or commercial enterprise shall be exempt from registration if it meets the requirements of either subsection (1) or (2) of this sectio…

(1) Any security that meets all of the following conditions is exempted under RCW 21.20.310(8):(a) If the issuer is not organized under the laws of the United States or a state, it has appointed a duly authorized agent in the United States for service of process and has set forth…

(1) Any securities listed or designated, or approved for listing or designation upon notice of issuance, on (a) the New York Stock Exchange LLC, (b) the NYSE MKT LLC ("NYSE MKT"), (c) the National Market System of the NASDAQ Stock Market ("NASDAQ/NGM"), (d) Tier I of the NYSE Arc…

(1) Any security meeting all of the following conditions is exempted under RCW 21.20.310(8):(a) The securities are:(i) Equity securities except options, warrants, preferred stock, subscription rights, securities convertible into equity securities or any right to subscribe to or p…

Any security issued or guaranteed as to both principal and interest by an international bank of which the United States is a member is exempted under RCW 21.20.310(8).[Statutory Authority: RCW 21.20.310(8) and 21.20.450. WSR 80-04-037 (Order SDO-37-80), § 460-42A-085, filed 3/19/…

(1) An "isolated transaction" within the meaning of RCW 21.20.320(1) includes:(a) Subject to the limitation of (b) of this subsection, any sale of an outstanding security by or on behalf of a person not in control of the issuer or controlled by the issuer or under common control …

A bond or other evidence of indebtedness secured by a mortgage, deed of trust or agreement of sale, involves an "investment contract other than the bond or other evidence of indebtedness" within the meaning of RCW 21.20.320 (5)(c) if any of the following services are offered or i…

Any nonissuer transaction by a registered salesperson of a registered broker-dealer, and any resale transaction by a sponsor of a unit investment trust registered under the Investment Company Act of 1940, in a security of a class that has been outstanding in the hands of the publ…

Any nonissuer transaction in a security by a registered salesperson of a registered broker-dealer shall be exempt pursuant to RCW 21.20.320(2) if:(1) The issuer of the security is actually engaged in business and not in the organizational stage, bankruptcy or receivership;(2) The…

The term "securities previously sold and distributed to the public" as used in RCW 21.20.320(15) shall not include securities sold and distributed pursuant to Securities and Exchange Commission Regulation D that have not been registered with the securities administrator of this s…

(1) Any offer or sale of a security by an issuer in a transaction that meets the requirements of this rule and any exemption adopted by the Securities and Exchange Commission pursuant to Section 3 (b)(1) of the Securities Act of 1933 which provides for public solicitation of accr…

(1) The rules of WAC 460-44A-501 through 460-44A-508 relate to transactions exempted from the registration requirements of the Federal Securities Act of 1933 that are also exempted or preempted from RCW 21.20.140. WAC 460-44A-504 is an exemption from registration for offerings ex…

As used in rules WAC 460-44A-501 through 460-44A-508, the following terms shall have the meaning indicated:(1) "Accredited investor" shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following cat…

The following conditions shall be applicable to offers and sales made under WAC 460-44A-504 or 460-44A-505:(1) "Integration." All sales that are part of the same offering under these rules must meet all of the terms and conditions of these rules. Offers and sales that are made mo…

(1) An issuer offering or selling securities in reliance on WAC 460-44A-504 or 460-44A-506 shall file with the administrator of securities of the department of financial institutions or his or her designee a notice and pay a filing fee as follows:(a)(i)(A) For an offering of a se…

(1) Exemption. Offers and sales of securities by an issuer in compliance with the Securities Act of 1933, Regulation D, Rules 230.501 through 230.504 and 230.508 as made effective in Release No. 33-6389, and as amended in Release Nos. 33-6437, 33-6663, 33-6758, 33-6825, 33-6863, …

WAC SectionsHTMLPDF460-44A-050Isolated transactions—Sales not involving a public offering.HTMLPDF460-44A-075Definition of real estate mortgages when "offered and sold as a unit."HTMLPDF460-44A-100Nonissuer transactions pursuant to RCW 21.20.320(2)—Manual exemption.HTMLPDF460-44A-…

(1) Offers and sales of securities by an issuer in compliance with the Securities Act of 1933, Regulation D, Rules 230.501 through 230.503; 230.506; and 230.508 as made effective in Release No. 33-6389, and as amended in Release Nos. 33-6437, 33-6663, 33-6758, 33-6825, 33-6863, 3…

(1) A failure to comply with a term, condition, or requirement of WAC 460-44A-504 or 460-44A-505 will not result in the loss of the exemption from the registration requirements of RCW 21.20.140 for any offer or sale to a particular individual or entity, if the person relying on t…

The following transactions of nonprofit organizations will not involve the issuance of a security for registration purposes.(1) Outright gifts with no expectation of return on investment by the donor.(2) Outright gifts as above, but subject to reserved life estates.(3) Testamenta…