NASAA Statement of Policy Regarding Real Estate Investment Trusts — CR-101: Preproposal Statement of Inquiry

PREPROPOSAL STATEMENT
OF INQUIRY
CODE REVISER USE ONLY
CR-101 (October 2017)
(Implements RCW 34.05.310)
Do NOT use for expedited rule making
Agency: Securities Division, Department of Financial Institutions Subject of possible rule making: The Securities Division is considering revising WAC 460-16A-205(1)(e) to adopt the amendments to the Statement of Policy Regarding Real Estate Investment Trusts (“Statement of Policy”) adopted by the North American Securities Administrators Association (“NASAA”) on September 7, 2025. The amendments would be effective in Washington on January 1, 2026 or later. Statutes authorizing the agency to adopt rules on this subject: RCW 21.20.450. Reasons why rules on this subject may be needed and what they might accomplish:
Pursuant to WAC 460-16A-205(1)(e), the Securities Division currently uses the NASAA Statement of Policy Regarding Real Estate Investment Trusts amended May 7, 2007 to regulate registered offerings of real estate investment trusts (“REITs”) in Washington. On September 7, 2025, NASAA adopted amendments to this Statement of Policy. The amendments to the Statement of Policy add a concentration limit for investors, update the minimum net worth and income requirements for investors, add provisions for the periodic inflation adjustment of the minimum net worth and income requirements, and incorporate Regulation Best Interest. The adoption of the 2025 amendments to the Statement of Policy in Washington will promote investor protection and create uniformity with other states. Identify other federal and state agencies that regulate this subject and the process coordinating the rule with these agencies: Both the states and the U.S. Securities and Exchange Commission (“SEC”) register offerings of non-traded REITs. Many states have adopted the Statement of Policy to regulate non-traded REIT offerings, and certain states automatically adopted the 2025 amendments. The amendments to the Statement of Policy were published for public comment prior to their adoption. The SEC and other states had the opportunity to submit comments to NASAA prior to the adoption of the amendments to the Statement of Policy. Process for developing new rule (check all that apply):
☐ Negotiated rule making
☐ Pilot rule making
☐ Agency study
☒ Other (describe) The amendments to the Statement of Policy were published for public comment prior to their adoption by NASAA. The Securities Division is soliciting public comments and will adopt amendments to WAC 460-16A￾205(1)(e) only after considering public comments. Interested parties can participate in the decision to adopt the new rule and formulation of the proposed rule before publication by contacting:
(If necessary)
Name: Jill Vallely Name:
Address: P.O. Box 41200 Address:
Phone: (360) 902-8760 Phone:
Fax: Fax:
TTY: 800-833-6388 TTY:
Email: jill.vallely@dfi.wa.gov Email:
Web site: https://dfi.wa.gov/ Web site:
Other: Other:
Additional comments:

Date: 09/22/2025
Name: William M. Beatty
Title: Securities Administrator
Signature: