Code of Ethics

Code of Ethics

Updated January 2020

Standards of Business Conduct

Private Wealth Management Solutions, LLC ("PWMS") and every associated person of PWMS will act in a manner consistent with their status as fiduciaries primarily for the benefit of clients. It is the responsibility of all employees to ensure that we conduct our business with the highest level of ethical standards and in keeping with our fiduciary duties to our clients.  Employees have a duty to place the interests of our clients first and to refrain from having outside interests that conflict with the interests of our clients.  To this end, employees are required to maintain the following standards:

  • comply with all applicable laws, rules and regulations including, but not limited to, federal securities laws;
  • comply with our internal policies and procedures, as they are updated from time to time;
  • deal honestly and fairly with clients;
  • disclose to clients potential and actual conflicts of interest;
  • exercise diligence in making investment recommendations or taking investment actions, including but not limited to maintaining objectivity, considering the suitability of an investment for a particular client or portfolio and keeping appropriate records;
  • obtain written consent from the CCO for all outside business activities; and
  • disclose immediately to PWMS management any matters that could create a conflict of interest, constitute a violation of any government or regulatory law, rule or regulation or constitute a violation of our policies and procedures.
  1. Fiduciary Duty

We are required to act with more than honesty and good faith alone.  We have an affirmative duty to act with loyalty, impartiality and prudence and in the best interests of our clients.

  1. Fiduciary Obligations
  2. PWMS and all employees are subject to the following specific fiduciary obligations when dealing with clients:

    • the duty to have a reasonable, independent basis for the investment advice provided;
    • the duty to ensure that investment advice is suitable to meet the client’s individual objectives, needs and circumstances; and
    • the duty of loyalty to clients – meaning the duty to put the interests of the client ahead of the interests of PWMS and our employees.
  3. Fiduciary Principles

Disinterested Advice. We must provide advice that is in our client’s best interest and if you perform investment advisory functions, you must not place your interests ahead of the client’s interests under any circumstances.

Written Disclosures. Our brochure and brochure supplements, Form ADV Part 2A and 2B, as well as our investment advisory agreements with clients, must collectively include language detailing all material facts regarding PWMS, the advisory services rendered, compensation payable to us and any conflicts of interest.  It is the responsibility of the CCO to ensure that all clients are provided with these documents and that they contain the proper disclosure language.

Oral Disclosures. Where regulations require specific oral disclosures to be provided to clients, the CCO will review with employees the proper manner in which to make such disclosures, in addition to establishing procedures for monitoring compliance.

Conflicts of Interest. We have a duty to disclose potential and actual conflicts of interest to our clients.

Confidentiality. Records and financial information pertaining to advisory clients must be treated with strict confidentiality.

Fraud.  Engaging in any fraudulent or deceitful conduct with clients or potential clients is strictly prohibited.  Examples of fraudulent conduct include, but are not limited to: misrepresentation; nondisclosure of fees; and misappropriation of client funds.

  1. Unethical Business Practices

In no event will anyone associated with PWMS engage in dishonest or unethical business practices, including without limitation, the following:

  1. Recommending to a client to whom investment supervisory, management or consulting services are provided the purchase, sale or exchange of any security without reasonable grounds to believe that the recommendation is suitable for the client on the basis of information furnished by the client after reasonable inquiry concerning the client’s investment objectives, financial situation and needs, and any other information known by the investment adviser.
  2. Exercising any discretionary power in placing an order for the purchase or sale of securities for a client without obtaining written discretionary authority from the client.
  3. Inducing trading in a client’s account that is excessive in size or frequency in view of the financial resources, investment objectives and character of the account in light of the fact that an adviser in such situations can directly benefit from the number of securities transactions effected in a client’s account.
  4. Placing an order to purchase or sell a security for the account of a client without authority to do so.
  5. Placing an order to purchase or sell a security for the account of a client upon instruction of a third party without first having obtained a written third party trading authorization from the client.
  6. Borrowing money or securities from a client unless the client is a broker-dealer, an affiliate of the investment adviser or a financial institution engaged in the business of loaning funds.
  7. Loaning money to a client.
  8. To misrepresent to any advisory client or prospective advisory client, the qualifications of PWMS or any IAR or to misrepresent the nature of the advisory services being offered or fees to be charged for such service, or to omit to state a material fact necessary to make the statements made regarding qualifications, services or fees, in light of the circumstances under which they are made, not misleading.
  9. Providing a report or recommendation to any advisory client prepared by someone other than the Firm without disclosing that fact. (This prohibition does not apply to a situation where the Firm uses published research reports or statistical analyses to render advice or where the Firm orders such a report in the normal course of providing service).
  10. Charging a client an unreasonable advisory fee.
  11. Failing to disclose to clients in writing before any advice is rendered any material conflict of interest relating to PWMS or any IAR which could reasonably be expected to impair the rendering of unbiased and objective advice including:
    • Compensation arrangements connected with advisory services to clients which are in addition to compensation from such clients for such services; and
    • Charging a client an advisory fee for rendering advice when a commission for executing securities transactions pursuant to such advice will be received by PWMS or an IAR.
  12. Guaranteeing a client that a specific result will be achieved (gain or no loss) with advice which will be rendered.
  13. Publishing, circulating or distributing any advertisement which does not comply with WAC 460-24A-100 and any other applicable rules and regulations.
  14. Disclosing the identity, affairs or investments of any client unless required by law to do so, or unless consented to by the client.
  15. Entering into, extending or renewing any investment advisory contract unless such contract is in writing and discloses, in substance, the services to be provided, the term of the contract, the advisory fee, the formula for computing the fee, the fee calculation itself, the amount of prepaid fee to be returned in the event of contract termination or nonperformance, as applicable, the authority to deduct the fee directly from the client account held at the custodian, whether the contract grants discretionary power to the adviser, that we owe a fiduciary duty to the client, and that no assignment of such contract shall be made by PWMS without the consent of the other party to the contract.
  16. Failing to establish, maintain, and enforce written policies and procedures reasonably designed to prevent the misuse of material nonpublic information contrary to the provisions of Section 204A of the Investment Advisers Act of 1940.
  17. Entering into, extending or renewing any advisory contract contrary to the provisions of applicable advisory regulations.
  18. Indicating, in an advisory contract, any condition, stipulation or provisions binding any person to waive compliance with any provision of the Securities Act of Washington, Chapter 21.20 RCW, or of the investment Advisers Act of 1940, or any other practice contrary to the provisions of Section 215 of the Investment Advisers Act of 1940.
  19. Engaging in any act, practice or course of business which is fraudulent, deceptive or manipulative contrary to the provisions of advisory rules and regulations.
  20. Engaging in conduct or any act, indirectly or through or by any other person, which would be unlawful for such person to do directly under the provisions of the Securities Act of Washington Chapter 21.20 RCW or any rule or regulation thereunder.
  21. Using any term or abbreviation in a manner that misleadingly states or implies that a person has special expertise, certification or training in financial planning, including but not limited to, the misleading use of a senior-specific certification or designation as set forth in WAC 460-25A-020.
  1. Personal Account Trading Policy

As a fiduciary, PWMS has an obligation to put the interests of our clients ahead of our own.  As such, we have established this Personal Account Trading Policy.

  1. Prohibitions

PWMS may trade in the same securities of its Clients. The CCO will monitor any transactions that could be construed as conflicts of interest and will transact Client business before or simultaneously with any business of PWMS or its related persons when similar securities are being bought or sold on the same day.  This includes accounts held in joint name with a spouse or partner, or accounts over which PWMS or its employee has authority.

To monitor personal account transactions, our Code of Ethics requires each of its related persons to submit duplicate copies of brokerage statements within 10 days of the end of each quarter and annual securities holdings report to the CCO disclosing all personal securities holdings.  All such statements will be retained in PWMS compliance files. Additionally, PWMS and all associated persons will act in the best interests of Clients, in accordance with our fiduciary duty and in compliance with applicable law.

  1. Acknowledgement of the Code of Ethics

At such time that PWMS has more than one associated person, each associated person will be required to acknowledge receipt of the Code of Ethics upon initial hire and then annually by executing an Acknowledgement. The CCO is responsible for collecting and retaining such acknowledgements from employees.

  1. Training

At such time that PWMS has more than one associated person all associated persons will receive training. We will conduct training at time of initial hire and no less than once each year. The CCO will be responsible for conducting this training, or arranging training by another employee or third-party.

  1. Protecting Vulnerable Adults

As required under WA RCW 74.34.220 new hires will receive training within three months of their hire date concerning how to prevent the financial exploitation of vulnerable adults. This training will be conducted for all associated persons who are registered in Washington as investment adviser representatives and who have contact with customers and access to account information.