Washington Code 21.20.020 – Unlawful acts of person advising another
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(1) It is unlawful for any person who receives any consideration from another party primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise:
Terms Used In Washington Code 21.20.020
- Broker-dealer: means any person engaged in the business of effecting transactions in securities for the account of others or for that person's own account. See Washington Code 21.20.005
- Customer: means a person other than a broker-dealer or investment adviser. See Washington Code 21.20.005
- Director: means the director of financial institutions of this state. See Washington Code 21.20.005
- Federal covered adviser: means any person registered as an investment adviser under section 203 of the investment advisers act of 1940. See Washington Code 21.20.005
- Fraud: Intentional deception resulting in injury to another.
- Investment adviser: means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. See Washington Code 21.20.005
- Person: means an individual, a corporation, a partnership, a limited liability company, a limited liability partnership, an association, a joint-stock company, a trust where the interest of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government. See Washington Code 21.20.005
- Security: means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement; collateral-trust certificate; preorganization certificate or subscription; transferable share; investment contract; investment of money or other consideration in the risk capital of a venture with the expectation of some valuable benefit to the investor where the investor does not receive the right to exercise practical and actual control over the managerial decisions of the venture; voting-trust certificate; certificate of deposit for a security; fractional undivided interest in an oil, gas, or mineral lease or in payments out of production under a lease, right, or royalty; charitable gift annuity; any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities, including any interest therein or based on the value thereof; or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, any interest or instrument commonly known as a "security" or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security under this subsection. See Washington Code 21.20.005
- sell: includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value. See Washington Code 21.20.005
(a) To employ any device, scheme, or artifice to defraud the other person;
(b) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the other person; or
(c) To engage in any dishonest or unethical practice as the director may define by rule.
This subsection (1) applies whether or not the person is an investment adviser, federal covered adviser, or investment adviser under this chapter or the Investment Advisers Act of 1940.
(2) It is unlawful for an investment adviser, acting as principal for his or her own account, knowingly to sell any security to or purchase any security from a client, or act as a broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the execution of such transaction the capacity in which he or she is acting and obtaining the consent of the client to such transaction.
This subsection (2) does not apply to a transaction with a customer of a broker-dealer if the broker-dealer is not acting as an investment adviser in relation to the transaction.