Chapter Section

 1. Organization and Procedures of Securities Commission.............................660:1-1-1

 2. Organization and Procedures of Department of Securities..........................660:2-1-1

 3. Procedures for the Oklahoma Take-over Disclosure Act of 1985................[RESERVED]

 4. Procedures for the Oklahoma Subdivided Land Sales Code........................660:4-1-1

 5. Procedures for the Oklahoma Business Opportunity Sales Act...................[RESERVED]

 6. Forms...........................................................................................................660:6-1-1

10. Oklahoma Securities Act..............................................................................660:10-1-1

15. Oklahoma Take-Over Disclosure Act of 1985..................................................660:15-1-1

20. Oklahoma Subdivided Land Sales Code.......................................................660:20-1-1

25. Oklahoma Business Opportunity Sales Act...................................................660:25-1-1

Subchapter Section

1. General Provisions.......................................................................................660:1-1-1

3. Organization.................................................................................................660:1-3-1

5. Appeals........................................................................................................660:1-5-1

Section

660:1-1-1. Purpose

660:1-1-2. Statutory citations

660:1-1-3. Definitions

The provisions of this Chapter set forth the organization and procedural rules governing the Oklahoma Securities Commission.

Citations to statutes in this Chapter refer to the most recent codification of Title 71 of the Oklahoma Statutes.

Unless the context clearly indicates otherwise, or unless defined in this Section, terms used in this Chapter, if defined in the Oklahoma Securities Act, the Oklahoma Subdivided Land Sales Code, the Oklahoma Business Opportunity Sales Act or the Oklahoma Take-over Disclosure Act of 1985 shall have the meanings set forth in such acts. The following words and terms, when used in this Chapter, shall have the following meaning, unless the context clearly indicates otherwise:

"Administrator" means the Administrator of the Department of Securities.

"Business Opportunity Act" means the most recent codification of the Oklahoma Business Opportunity Sales Act in Title 71 of the Oklahoma Statutes.

"Commission" means the Oklahoma Securities Commission.

"Department" means the Oklahoma Department of Securities.

"Land Sales Act" means the most recent codification of the Oklahoma Subdivided Land Sales Code in Title 71 of the Oklahoma Statutes.

"NASD" means the National Association of Securities Dealers, Inc.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the most recent codification of the Oklahoma Securities Act in Title 71 of the Oklahoma Statutes.

"Take-over Act" means the most recent codification of the Oklahoma Take-over Disclosure Act of 1985 in Title 71 of the Oklahoma Statutes.

Section

660:1-3-1. Purpose and organization

660:1-3-2. Commission actions

The Oklahoma Securities Commission shall be the policy making and governing authority of the Department. The organization of the Commission shall be in accordance with the provisions of Sections 3, 4, 5 and 6 of the Securities Act.

(a) All official acts of the Commission shall be evidenced by a written record, and all final orders, decisions, opinions, rules and other written statements of policy or interpretations formulated, adopted or used in the discharge of the function of the Commission shall be available for public inspection.

(b) Official action of the Commission shall not be bound or be prejudiced by any informal statement made or opinion given by the Commission or employees of the Department.

Section

660:1-5-1. Procedures for appeals to the Commission

(a) Scope. The provisions of this Section govern the procedures for appeals by a person aggrieved by a final order of the Administrator filed before the Commission. These procedures shall not be construed to extend or limit the jurisdiction of the Commission or the Administrator as established by law.

(b) Appeal-how and when taken. In matters in which an appeal is permitted by law, the person appealing the order shall file with the Administrator a petition within fifteen (15) days after entry of the order. The Administrator shall submit the petition to the Commission at the next scheduled Commission meeting. The Petition shall specify the party or parties requesting the appeal; shall designate the order or part thereof appealed from; shall request a record on appeal be compiled; shall set forth appellant’s agreement to pay for the preparation of the record on appeal; and shall be signed by the party or parties or counsel for the party or parties. For purposes of this subsection, the term "entry of the order" means the day the final order is mailed or personally delivered to the persons entitled to receive the order.

(c) Record on appeal. Upon receipt of the petition of appeal, the Administrator shall direct the Department to compile the record on appeal. The record on appeal shall consist of the record upon which the final order was issued as described in 660:2-9-7. Upon completion of the record on appeal, the Administrator shall notify the appellant that the record has been completed. Upon payment of the costs of preparation of the record on appeal, copies of the record will be served upon the Commission and all parties to the appeal with a notice of the date that the record was served and the briefing schedule.

(d) Briefing schedule and briefs. The appellant shall file six copies of his opening brief on appeal with the Administrator and serve one copy on all other parties to the appeal within fifteen (15) days of service of the record on appeal. The appellee shall file six copies of his opening brief on appeal with the Administrator and serve one copy on all other parties to the appeal within fifteen (15) days of receipt of the brief of appellant. The Chairperson of the Commission, or his designee, may, upon good cause shown, enlarge these periods as he deems appropriate.

(e) Stay pending review. The filing of an appeal with the Commission does not stay the order of the Administrator pending the appeal.

(f) Motions. All applications or motions made to the Commission in connection with an appeal properly filed before the Commission shall be filed with the Administrator and promptly submitted to the Chairperson of the Commission, or his designee, and be promptly ruled upon by the Chairperson of the Commission, or his designee.

(g) Executive session. Deliberations by the Commission may be held in executive session.

(h) Order on appeal. The Order of the Commission on any appeal shall contain a concise statement of the facts as found by the Commission and a concise statement of the conclusions therefrom and the effective date of the Order.

Subchapter Section

1. General Provisions.....................................................................................660:2-1-1

3. Organization...............................................................................................660:2-3-1

5. Authority and Actions of Administrator........................................................660:2-5-1

7. Investigations..............................................................................................660:2-7-1

9. Hearing Practices and Procedures..............................................................660:2-9-1

11. Procedures for Inspecting and/or Copying Public Records..........................660:2-11-1

13. Declaratory Rulings and Interpretive Opinions.............................................660:2-13-1

Section

660:2-1-1. Purpose

660:2-1-2. Statutory citations

660:2-1-3. Definitions

(a) The provisions of this Chapter set forth the organization and procedural rules governing the Department of Securities and have been adopted for the purpose of complying with 75 O.S., Section 302.

(b) The provisions of this Chapter relating to investigations and hearings shall apply to all investigations and hearings conducted by the Department in the enforcement of the Business Opportunity Act, the Land Sales Act, the Securities Act, and the Take-over Act.

Citations to statutes in this Chapter refer to the most recent codification of Title 71 of the Oklahoma Statutes.

Unless the context clearly indicates otherwise, or unless defined in this Section, terms used in this Chapter, if defined in the Oklahoma Securities Act, the Oklahoma Land Sales Code, the Oklahoma Business Opportunity Sales Act or the Oklahoma Take-over Disclosure Act of 1985 shall have the meanings set forth in such acts. The following words and terms, when used in this Chapter, shall have the following meaning, unless the context clearly indicates otherwise:

"Administrator" means the Administrator of the Department of Securities.

"Business Opportunity Act" means the most recent codification of the Oklahoma Business Opportunity Sales Act in Title 71 of the Oklahoma Statutes.

"Commission" means the Oklahoma Securities Commission.

"Department" means the Oklahoma Department of Securities.

"Hearing Officer" means a person who has been duly appointed by the Administrator to hold hearings and, as required, render proposed orders.

"Land Sales Act" means the most recent codification of the Oklahoma Subdivided Land Sales Code in Title 71 of the Oklahoma Statutes.

"Securities Act" means the most recent codification of the Oklahoma Securities Act in Title 71 of the Oklahoma Statutes.

"Take-over Act" means the most recent codification of the Oklahoma Take-over Disclosure Act of 1985 in Title 71 of the Oklahoma Statutes.

Section

660:2-3-1. Organization

(a) The Department shall be organized in accordance with Sections 8, 9, 10, 11, 12 and 13 of the Securities Act. It shall be the purpose of the Department effectively to carry out the policies of the Commission and the efficient and effective enforcement of the Securities Act.

(b) The Department shall be organized in the following divisions:

(1) Registration of broker-dealers, agents and investment advisers.

(2) Registration of securities.

(3) Investigation and enforcement.

(c) The Department shall have as its chief officer an Administrator who shall be charged with the duty of administering and enforcing the acts under the supervision of the Commission and in accordance with its policies.

Section

660:2-5-1. Official actions

660:2-5-2. Register of actions [REVOKED]

660:2-5-3. Settlements

660:2-5-4. Summary orders

(a) All officials acts of the Administrator shall be evidenced by a written record, and all final orders, decisions, opinions, rules and other written statements of policy or interpretations formulated, adopted or used in the discharge of the function of the Administrator shall be available for public inspection.

(b) Official action of the Administrator shall not be bound or be prejudiced by any informal statement made or opinion given by the Administrator, Commission or employees of the Department of Securities.

In order to avoid the expense and time involved in formal legal proceedings, it is the policy of the Administrator to afford persons who have engaged in unlawful acts and practices an opportunity to enter into settlement agreements, when it appears to the Administrator that such procedure fully safeguards the public interest. The Administrator reserves the right in all cases to withhold the privilege of disposition by settlement agreement.

The Administrator may issue summary orders pursuant to the provisions set forth in:

Section

660:2-7-1. Initiation

660:2-7-2. Authority

660:2-7-3. Investigative hearings

660:2-7-4. Subpoenas

660:2-7-5. Testimony

660:2-7-6. Reports

660:2-7-7. Enforcement of process

660:2-7-8. Right to counsel

660:2-7-9. Termination of investigation

Investigations and inquiries may be initiated upon request or complaint by members of the public or by the Administrator or the Commission upon their own motion. The request or complaint should be in writing, be signed by the complainant and contain a statement setting forth the acts, activities or matters and the name and address of the party or parties against whom they are complaining. No forms or formal procedures are required in making such requests or complaints. The complainant is not regarded as a party, since the Administrator acts only in the public interest. The Administrator shall not take action when the acts, activities or matters complained of are merely matters of private controversy and do not tend to adversely affect the public.

(a) The Administrator encourages voluntary cooperation in investigations. The Administrator may invoke any or all of the compulsory processes authorized by law. Inquiries and investigations, under the statutes administered by the Administrator, are conducted by representatives designated and duly authorized for this purpose. Such representatives are authorized to exercise and perform the duties of their office in accordance with the statutes of the state of Oklahoma and the regulations of the Administrator, including administration of oaths and affirmations, in any matter under investigation by the Administrator.

(b) Any person under investigation, compelled to furnish information or documentary evidence, shall be advised of the purpose and scope of the investigation subject to the confidentiality requirements provided by law. Nothing in this section shall prohibit the Administrator or his designee from expanding or restricting the scope of any investigation at any time during an investigation.

Investigative hearings, as distinguished from hearings in individual proceedings, may be conducted in the course of any investigation undertaken by the Administrator, including inquiries initiated for the purpose of determining whether or not a respondent is complying with an order of the Administrator. Investigative hearings may be held before the Administrator, or his designee, for the purpose of hearing the testimony of witnesses and receiving documents and other data relating to any subject under investigation.

(a) Subpoena to appear or produce records. The Administrator, or his designee, may issue a subpoena directing the person named therein to appear before a designated representative at a designated time and place, including the offices of the Department, to testify and/or to produce documentary evidence relating to any matter under investigation.

(b) Subpoenas to grant access. The Administrator may issue a subpoena to grant access to, to examine, and to copy documents, books or other records of any person being investigated.

(c) Service. Subpoenas shall be served in the manner provided by law.

(d) Confidentiality. Subpoenas issued in connection with an investigation shall be kept confidential and shall not be made available to the public, unless expressly ordered by the Administrator or disclosed pursuant to the provisions of Subchapter 9 of this Chapter.

(a) Requirement to testify. The Administrator, or his designee, may order testimony to be taken by deposition, sworn statement or affidavit in any investigation at any stage of such investigation. Such testimony may be taken before any person designated by the Administrator and having power to administer oaths. Such testimony shall only be reduced to writing or otherwise recorded in any manner by the person taking the testimony, or under his direction. Any person may be compelled to appear and depose and to produce documentary evidence in the manner as provided by law.

(b) Rights of witness. Any person required to testify or to submit documentary evidence shall be entitled to retain or, on payment of lawfully prescribed cost, procure a copy of any document produced by such person and review a copy of his own testimony as maintained at the offices of the Department of Securities.

The Administrator, or his designee, may issue an order requiring persons to file a report or answers in writing and under oath to specific questions relating to any matter under investigation.

In case of failure to comply with the Administrator's investigational processes, appropriate action may be initiated by the Administrator, including actions for enforcement by the Administrator.

Any party compelled to testify or to produce documentary evidence may be accompanied and advised by counsel.

Upon completion of investigation, where the facts indicate that no corrective action by the Administrator is warranted, the investigative files are closed. Where remedial action is appropriate, the files may be referred to the Administrator for the initiation of administrative or civil proceedings, or other disposition as may be permitted under law.

Section

660:2-9-1. Hearings

660:2-9-2. Setting or denial of hearing

660:2-9-3. Prehearing proceedings

660:2-9-4. Authority to subpoena witnesses

660:2-9-5. Right to counsel

660:2-9-6. Rules of evidence at hearings

660:2-9-7. Record of hearing

660:2-9-8. Final orders

660:2-9-9. Rehearings

660:2-9-10. Appeals [REVOKED]

(a) Authority to hold hearings. The Administrator may hold hearings upon the request of any party to an individual proceeding.

(b) Appointment of hearing officer. The Administrator may appoint a Hearing Officer to hold hearings whenever he deems appropriate under the circumstances. The Administrator shall enter into a written contract with each Hearing Officer appointed, which shall govern the terms of appointment.

(c) Request for hearing. The request for hearing shall be in writing and shall specifically admit, deny, or state that the party does not have, and is unable to obtain, sufficient information to admit or deny each allegation of the Department. When a person intends in good faith to deny only a part of an allegation, the party shall specify so much of it as is true and shall deny only the remainder. A statement of a lack of information shall have the effect of a denial. Any allegation not denied shall be deemed admitted.

(d) Attendance at hearing. All hearings shall be open to the public.

(e) Authority of Hearing Officer. The Hearing Officer shall have the authority to do all things necessary and appropriate to discharge his duties. No provision of this Section shall be construed to limit the powers of the hearing officer provided by the Administrative Procedures Act. The powers of the Hearing Officer include, but are not limited to, the following:

(f) Hearings on summary orders. The procedures for hearings on summary orders shall be those set forth in:

(4) Subsections (D) and (E) of Section 453 of the Take-over Act.

Upon receipt of a written request for a hearing, as outlined in 660:2-9-1 of this Subchapter, the Administrator shall either set down the matter for hearing within sixty days (60) from the receipt of the request therefor or shall issue a written order denying hearing.

(a) Time of notice. Notice of all hearings shall be given not less than ten (10) days in advance thereof to all persons directly affected by such hearing, but for good cause shown, any hearing may be rescheduled, provided all persons entitled to notice of such hearing are promptly advised thereof.

(b) Contents of notice. The notice of hearing shall contain the following information:

(1) the time and place of hearing;

(2) a statement of the matters to be considered thereat;

(3) a statement of legal authority and jurisdiction under which the hearing is to be held;

(4) a short plain statement of the matters asserted. If such statement of the issues is not sufficient, upon application a more definite and detailed statement will be furnished; and

(5) a reference to the particular sections of law involved.

(c) Proceedings.

(1) Prehearing conference. As soon as is practicable after the request for hearing is received, the Administrator, or the Hearing Officer, shall schedule a prehearing conference and enter a scheduling order that is intended to expedite the disposition of the action; clarify matters under consideration, and insure the fair, orderly and efficient conduct of the proceedings. The parties shall confer in person or by telephone prior to the prehearing conference and attempt to prepare a single agreed scheduling order to submit to the Hearing Officer prior to the date of the scheduling conference. If the proposed scheduling order is acceptable to the Hearing Officer no scheduling conference need be held. If the parties are unable to agree, the Hearing Officer shall issue an appropriate scheduling order or hold a scheduling conference in person or by telephone. The scheduling order should establish at least the following:

(A) a statement of the issues as they then appear;

(B) a proposed plan and schedule of discovery;

(C) any limitations proposed to be placed on discovery;

(D) any other proposed orders with respect to discovery;

(E) a preliminary list identifying all witnesses, documents and exhibits intended to be utilized at the hearing, including a brief statement of the testimony each witness will offer;

(F) a schedule for filing and exchanging of any prehearing briefs;

(G) any requirements or requests for discovery;

(H) stipulations regarding introduction of documents;

(I) identification of any expert witness intended to be called, including a brief summary of their expected testimony;

(J) any matters of which official notice may be taken;

(K) the date or dates and time for the final prehearing conference;

(L) the date and time of the hearing; and

(M) such other matters as may aid in the disposition of the matter.

(2) Final prehearing conference.

(A) A final prehearing conference shall be held as close to the time of hearing as is reasonable under the circumstances. Ten (10) days before the prehearing conference each party shall submit to the Hearing Officer and serve on all other parties their final witness list, final exhibit list and specific factual contentions and legal contentions. Any objections to any witnesses or exhibits listed shall be submitted to the Hearing Officer and served on all other parties in writing stating the specified grounds for each objection five (5) days prior to the prehearing conference. After the final prehearing conference is held, an order

660:2-9-3. p2

shall be entered reciting the action taken. The order shall control the subsequent course of the action unless modified by a subsequent order. The order shall be modified only to prevent manifest injustice. The order shall include the results of the final prehearing conference and shall present:

(I) all questions of law in the case;

(ii) the final list of witnesses and exhibits to be utilized at the hearing; and

(iii) a list of the grounds for an objection and absent proper objection, a statement that the listed exhibit is admitted when offered.

(B) Each party and the Hearing Officer shall approve the final prehearing order and the order shall supersede the previous scheduling order and shall govern the hearing unless modified only to prevent manifest injustice.

(3) Failure to participate. Failure to participate and cooperate in the preparation of a scheduling order or final prehearing order, failure to appear at any conference, failure to appear at a conference substantially prepared, or failure to participate in good faith in any prehearing proceedings may result in any of the following sanctions:

(A) striking of any pleading;

(B) a preclusion order;

(C) staying the proceeding;

(D) default judgment; or

(E) such other order as the Administrator, or the Hearing Officer, may deem just and appropriate.

(4) Post final prehearing conference order. After the final prehearing conference order is issued, if additional witnesses or exhibits are discovered, the party intending to use them shall immediately notify all other parties and provide the additional exhibits to all parties. If additional witnesses are discovered, all other parties shall be notified immediately and the nature of the testimony along with the names and addresses of the witnesses shall be provided. These additional exhibits or the testimony of the additional witnesses shall be deemed admitted unless written objection is filed within ten (10) days of receipt of notice by the party objecting. If a written objection is filed, no exhibit or witness may be added to the final prehearing order once filed without a showing that manifest injustice would be created if not permitted.

(a) Subpoenas. The Administrator, or the Hearing Officer, shall have the power to subpoena witnesses and administer oaths or to subpoena documentary evidence in any cause before him. All subpoenas shall be served in like manner as if issued from the District Court. Any person a party to a hearing before the Administrator who may be adversely affected by the order of the Administrator shall have the right to have subpoenas issued to any witnesses whose testimony or documents may be relevant or may lead to relevant evidence, in his behalf.

(b) Service. Service of the subpoena shall be in the manner provided by law and shall be the responsibility of the party requesting the subpoena. Appropriate service shall be made at least three (3) calendar days before the person is required to appear. Proof of service shall be filed with the Administrator.

(c) Fees. Witnesses subpoenaed pursuant to this section shall be paid the same fees and mileage as are paid witnesses in the courts of the state of Oklahoma. Such fees shall be paid by the party requesting that the subpoena be issued.

Any person affected by the hearing shall have the right to appear in person and by counsel, provided, however, that such counsel representing the party must be duly licensed to practice law by the Supreme Court of Oklahoma, and may be present during the giving of evidence, may have a reasonable opportunity to examine and inspect all documentary evidence, may examine witnesses and may present evidence in his client's behalf.

(a) The rules of evidence need not be strictly followed or observed by the Administrator, or the Hearing Officer, during the hearing. However, the Administrator, or the Hearing Officer, may look to Section 310 of the Administrative Procedures Act for guidance on any matter not specifically provided for in this Subchapter.

(b) Documentary evidence may be received in the form of copies if the original is not readily available and no party or interested person has objected to the authenticity of the document or asserted it has been altered. Upon such objection or assertion, the Administrator, or the Hearing Officer, may require the original be produced.

(c) Notice may be taken by the Administrator, or the Hearing Officer, of judicially cognizable facts. In addition, notice may be taken of generally recognized practices, procedures and facts relating to the securities industry. Parties shall be notified either before or during the hearing of the material noticed and they shall be afforded an opportunity to contest the material so noticed. The Administrator, or the Hearing Officer, shall utilize his experience, technical competence and specialized knowledge in evaluating the evidence presented.

(a) Requirement. Upon written request seasonably made by such person affected by the hearing, and at such person's expense, a full stenographic record of the proceedings shall be made by a competent court reporter. When a transcription thereof shall be made a part of the records of the Department, any other person having a direct interest therein shall be furnished a copy of such stenographic record at his expense.

(b) Contents of record. The record in any hearing shall include the following:

(1) all pleadings, motions and intermediate rulings;

(2) all evidence received or considered, including a statement of matters officially noted;

(3) questions or offers of proof, objections and rulings thereon;

(4) proposed findings and exceptions; and

(5) the decision, opinion, report or order of the Administrator, or the Hearing Officer.

A final order adverse to a party in any individual proceeding shall be in writing or stated in the record. A final order shall include findings of fact and conclusions of law, separately stated. Findings of fact, if set forth in statutory language, shall be accompanied by a concise and explicit statement of the underlying facts supporting the findings. If, upon request, a party submits proposed findings of fact, the order shall include a ruling upon each proposed finding. Parties shall be notified either personally or by certified mail, return receipt requested, of any final order. A copy of the order shall be delivered or mailed promptly to each party and to his attorney of record, if any.

(a) Request for rehearing. At the discretion of the Administrator a rehearing may be granted to any party if a written request is made therefor within ten days (10) after any final order is mailed or delivered to the person entitled to receive same.

(b) Contents of request - grounds. In the request for rehearing, the party shall set forth one or more of the following grounds:

(c) Additional grounds for rehearing. Nothing in these rules shall prevent the Administrator from ordering any matter reheard, reopened or reconsidered in accordance with other applicable statutory provisions or rules or, at any time, on the ground of fraud practiced by the prevailing party or of procurement of the order by perjured testimony or fictitious evidence.

(d) Scope of rehearing. On rehearing, the hearing shall be confined to those grounds upon which the rehearing was requested or granted.

Section

660:2-11-1. Purpose

660:2-11-2. Definitions

660:2-11-3. Record Custodians

660:2-11-4. Hours of inspection

660:2-11-5. Procedures for inspection of records

660:2-11-6. Procedures for copying records

660:2-11-7. Fees

The provisions of this Subchapter set forth the procedures of the Department for public inspection and/or copying of the public records of the Department. Such procedures are established for purposes of complying with the provisions of the Open Records Act as defined in 660:2-11-2 and Section 302 of the Oklahoma Administrative Procedures Act (75 O.S., § 302). Nothing herein is intended to derogate from or be in conflict with the provisions of the Open Records Act. To the extent any provision of this Subchapter is found to be in conflict with any provision of the Open Records Act, the provisions of the Open Records Act shall govern.

The following words and terms, when used in this Subchapter shall have the following meanings, unless the context clearly indicates otherwise:

"Open Records Act" means the Oklahoma Open Records Act, 51 O.S., Sections 24A1 through 24A19.

(a) Authority of record custodians. The persons designated below shall serve as Record Custodians for purposes of the Open Records Act and are hereby charged with responsibility for compliance with that Act pursuant to the procedures set forth in this Section and elsewhere in this Subchapter.

(b) Appointment of Record Custodians. The following officials of the Department are hereby appointed as Record Custodians for the designated records and as such shall have all the powers and duties set forth in this Subchapter and in the Open Records Act:

(1) Administrator - all records of the Department

(2) Deputy Administrator - all records of the Department

(3) Director of Enforcement - all enforcement records of the Department

(4) Director of Registrations and Exemptions - all registration and exemption records of the Department

(5) Director of Licensing - all licensing records of the Department

(c) Substitute Record Custodians. Each of the Record Custodians appointed in subsection (b) of this Section is hereby authorized to designate any other employee of the Department to serve as Record Custodian in the place of the designated Record Custodian. Such substitute Record Custodian shall have the same duties and powers as the Record Custodian set forth above and wherever the term "Record Custodian" is used herein, it shall include any such substitute Record Custodian. Whenever a Record Custodian shall appoint another person as a substitute Record Custodian he or she shall notify the Administrator of such designation and the Administrator shall maintain a register of all such designations.

(d) Duties. All Record Custodians shall protect the public records of the Department from damage and disorganization; prevent excessive disruption of the essential functions of the Department; provide assistance and information upon request; insure efficient and timely action and response to all applications for inspection and/or copying of public records; and shall carry out the procedures adopted by this Department for inspecting and/or copying public records.

(e) Direction of requests to custodians. All members of the public, in seeking access to, or copies of, a public record in accordance with the provisions of the Open Records Act shall address their requests to the Record Custodian charged with responsibility for the maintenance of the record sought to be inspected or copied. Whenever a Record Custodian is presented with a request for inspection or copy of, a public record which record the Record Custodian does not have in his or her possession and which he or she has not been given responsibility to keep and maintain, the Record Custodian shall so advise the person requesting the record. Further, the person making the request shall be informed as to which custodian the request should be addressed, if such is known by the Record Custodian receiving the request.

All public records of the Department shall be available for inspection during the regular business hours of the Department. Such hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday, except legal holidays.

(a) Requests for inspection. To inspect a public record in the possession of the Department, the person requesting the record shall execute a Form OAD 25 - REQUEST FOR RECORD INSPECTION and deliver it to the Record Custodian responsible for the requested record designated in 660:2-11-3. Such request shall be accompanied by the fees set forth in 660:2-11-7. All record inspection forms must be completed by the person requesting the record and signed by the individual making the request. The Record Custodian may demand reasonable identification of any person requesting a record.

(b) Place of inspection. All inspections of public records shall be performed in the offices of the Department under the supervision of the Record Custodian.

(c) Identification of records. A written request for inspection of a record shall reasonably describe the record sought. In instances where the person requesting the record cannot provide sufficient information to identify a record, the Record Custodian shall assist in making such identification.

(d) Delay or denial of requests for inspection. If the record requested is not available for inspection at the time requested, within three (3) business days following the day the request for inspection is received by the Record Custodian, the Record Custodian shall notify the person requesting the record:

(1) that the record will be available for inspection at a later time by returning Form OAD 26 - RECORD INSPECTION DELAY NOTICE; or

(2) that the record will not be available for inspection, by returning to the person requesting the record a copy of Form OAD 27 - RECORD INSPECTION DENIAL.

(a) Requests for copies. To obtain a copy of a public record in the possession of the Department, the person requesting the copy shall execute a Form OAD 28 - REQUEST FOR RECORD COPY and deliver it to the Record Custodian responsible for the requested record designated in 660:2-11-3; except that no form shall be required for requests made for records which have been reproduced for free public distribution. Such request shall be accompanied by the fees set forth in 660:2-11-7. All record copy forms must be completed by the person requesting the record and signed by the individual making the request. The Record Custodian may demand reasonable identification of any person requesting a record.

(b) Responsibility for making copies. All copies of public records shall be performed by the Record Custodian in the offices of the Department except where the Record Custodian determines that the size or the volume of records to be copied warrants sending the record outside the Department for copying, in which event the copies shall be made at a place selected by the Record Custodian and under the supervision of the Record Custodian.

(c) Identification of records. A written request for copies of a record shall reasonably describe the record sought. In instances where the person requesting the copies cannot provide sufficient information to identify a record, the Record Custodian shall assist in making such identification.

(d) Delay or denial of requests for copies. If the record requested is not available for copying at the time requested, within three (3) business days following the day the request for copies is received by the Record Custodian, the Record Custodian shall notify the person requesting the copies:

(1) that the record will be available for copying at a later time by returning Form OAD 29 - RECORD COPY DELAY NOTICE; or

(2) that the record will not be available for copying, by returning to the person requesting the record a copy of Form OAD 30 - RECORD COPY DENIAL.

(a) Amounts payable. The following are the fees that shall be charged by the Department for copying and/or mechanical reproduction of public records and for the search for public records requested by the public pursuant to the Open Records Act and Section 412 of the Securities Act; provided, however, no record search and/or copying charge shall be assessed against officers or employees of the Department who make requests which are reasonably necessary to the performance of their official duties:

(1) Inspection fees. No fee shall be charged for inspection of a public record in the offices of the Department.

(2) Copying fees. The following fees shall be charged for copies of public records:

(A) 8 1/2" by 14" or smaller - $ .25 per page

(B) Larger than 8 1/2" by 14" - $1.00 per page

(C) Certified copy 8 1/2" by 14" or smaller - $1.00 per page

(D) Certified copy larger than 8 1/2" by 14" - $2.00 per page

(3) Fee for mechanical reproduction. For copying any public record which cannot be reproduced by photocopying, such as a computer printout or a blueprint, or where the size of the record to be copied warrants sending the record outside for copying, the person requesting the record shall be charged the actual cost to the Department of such copying, including the cost of labor, materials and equipment.

(4) Search fee. If the person requesting a record is using the record solely for a commercial purpose, a search fee shall be charged equal to $20.00 per hour for the time spent by employees in retrieving the record.

(b) Prepayment of fees. The Record Custodian may require prepayment of estimated fees for requests for public records and shall require prepayment of a fee whenever the estimated amount exceeds $200.00. The prepayment amount shall be an estimate of the costs of copying, mechanical reproduction and/or searching for the record. Any overage or underage in the prepayment amount shall be settled prior to producing the requested record or delivering the copy or mechanical reproduction of the record to the person requesting the record.

Section

660:2-13-1. Opinions

The Administrator and/or Commission may honor requests from interested persons for interpretive opinions and as to the applicability of any rule or order, if it be shown that an actual case, controversy or issue is in contemplation and that unreasonable hardship, loss or delay would result if the matter were not determined in advance. The Administrator in his discretion may honor requests from interested persons for formal interpretive opinions relating to a specific factual circumstance and no-action positions, including consideration of waivers, where appropriate and in the public interest, on the basis of facts stated and submitted in writing, with respect to the provisions of the Securities Act or any rule or statement of policy adopted thereunder, provided such requests satisfy and conform to the following requirements:

(1) Such requests shall be in writing and shall include or be accompanied by all information and material required by any statute, rule or statement of policy under which an exception or exemption may be claimed, including but not limited to, copies of prospectuses or offering circulars if applicable or appropriate.

(2) An original and one copy of the request letter itself shall be submitted and the name of the entity for whom the request is being made along with the specific subsection of the particular statute or the particular rule or statement of policy to which the letter pertains shall be indicated in the upper right-hand corner of the letter.

(3) The letter should contain a brief narrative of the fact situation and should set out all of the facts necessary to reach a conclusion in the matter; however, such narratives should be concise and to the point.

(4) The names of the company or companies, organization or organizations and all other persons involved should be stated and should relate and be limited to a particular factual circumstance. Letters relating to unnamed companies, organizations or persons or to hypothetical situations will not warrant a formal response.

(5) Every such request shall include or be accompanied by a manually signed opinion of legal counsel which briefly and concisely states counsel's understanding, counsel's opinion in the matter, which may be expressed tentatively or conditioned upon concurrence by the Administrator, and the basis for such opinion.

(6) Each request for a no-action position and/or interpretive opinion letter shall be accompanied by payment of a fee in the amount specified in Section 412 of the Securities Act.

Subchapter Section

1. General Provisions 660:4-1-1

3. Hearings 660-4-3-1

[Authority: 71 O.S., Section 662; 75 O.S., Section 302]

[Source: Codified 12-31-91]

Section

660-4-1-1. Purpose

660:4-1-2. Statutory citations

660:4-1-1. Purpose

The provisions of this Chapter have been adopted for the purpose of carrying out the provisions of the Oklahoma Subdivided Land Sales Code, 71 O.S., Sections 601 through 667, including the establishment of administrative procedures.

Citations to statutes in this Chapter refer to the most recent codification of the Oklahoma Subdivided Land Sales Code, 71 O.S., Sections 601 through 667.

Section

660:4-3-1. Reconsideration of Department action

(a) Review of final order. Any person aggrieved by a final order of the Administrator under the Land Sales Act may obtain a review by the Oklahoma Securities Commission by filing with the Administrator within fifteen (15) days after the entry of its order, a written petition praying that the order be modified or set aside in whole or in part and stating the grounds therefor.

(b) Hearing de novo. The application and petition shall within sixty (60) days be heard de novo by the Commission en banc.

(c) Request for oral argument. If petitioner desires to present oral argument on his petition, it shall be affirmatively requested in writing at the time the petition is submitted to the Administrator.

Subchapter Section

1. General Provisions......................................................................................660:6-1-1

3. Forms for General Purposes.......................................................................660:6-3-1

5. Forms used under the Securities Act..........................................................660:6-5-1

7. Forms used under the Take-over Act..........................................................[RESERVED]

9. Forms used under the Land Sales Act........................................................660:6-9-1

11. Forms used under the Business Opportunity Act.........................................[RESERVED]

Section

660:6-1-1. Purpose

The provisions of this Chapter have been adopted for the purpose of describing the various forms accepted by the Department for compliance with the various provisions of the acts subject to the jurisdiction of the Administrator.

Section

660:6-3-1. Forms to inspect or copy records

660:6-3-2. Forms to file a complaint

The following forms are required to obtain records of the Department under the Open Records Act:

(1) OAD-25 -- Request for Record Inspection

(2) OAD-26 -- Record Inspection Delay Notice

(3) OAD-27 -- Record Inspection Denial

(4) OAD-28 -- Request for Record Copy

(5) OAD-29 -- Record Copy Delay Notice

(6) OAD 30 -- Record Copy Denial

(a) Form. The following form is used to file a complaint with the Department: OEN-002 -- Complaint Form

(b) Obtaining form. The form listed in Subsection (a) of this Section may be obtained from the Department.

660:6-5-1. Forms for registration or exemption of securities

660:6-5-2. Licensing forms

(a) The following is a list of forms accepted by the Department in connection with the registration or exemption of securities under the Securities Act:

(b) Obtaining forms.

(a) The following is a list of forms used by the Department in connection with licensing persons as broker-dealers, agents, principals, issuer agents, investment advisers or investment adviser representatives, under the Securities Act:

(1) BD -- Uniform Application for Broker-Dealers, Investment Advisers and Agents

(2) ADV -- Uniform Application for Investment Adviser Registration

(3) U-4 -- Uniform Application for Securities Industry Registration or

Transfer

(4) U-5 -- Uniform Application for Termination of Registration

(5) U-6 -- Uniform Disciplinary Action Reporting Form

(6) U-10 -- Uniform Examination Request for Non-NASD Candidates

(7) OBD-001 -- Applicant/Management Certification for Principals

(8) OBD-008 -- Application for Renewal of Broker-Dealer Registration

(9) OBD-015 -- Application for Renewal of Issuer Agent Registration

(10) OBD-016 -- Application for Renewal of Broker-Dealer Principal Registration

(11) OBD-017 -- Investment Adviser Representative Applicant/Management
Certification for Associated Persons

(12) OBD-018 -- Applicant/Management Certification for Issuer Agents

(13) OBD-019 -- Application for Renewal of Broker-Dealer Agent Registration

(b) Obtaining forms.

(1) Copies of the forms listed in (a)(1) through (6) of this Section, can be obtained from the SEC, 450 5th Street, N.W., Washington, D.C. 20549 or from any of the regional or branch offices of the SEC.

(2) Copies of the forms listed in (a)(1) and(3) through (6) of this Section, can be obtained by contacting the NASD, 9513 Key West Avenue, P.O. Box 6011, Rockville, Maryland 20850, 301/738-6500.

(3) Copies of forms listed in (a)(1) and (3) of this Section, can be obtained from The North American Securities Administrators Association, Inc. at 10 G Street, Northeast, Suite 710, Washington, D.C. 20002.

(4) Copies of forms listed in (a)(7) through (13) of this Section, can be obtained from the Department.

[RESERVED]

660:6-9-1. Forms for registration of subdivided land

660:6-9-2. Forms for licensing of agents

(a) Forms. The following is a list of forms required by the Department in connection with the registration of subdivided land under the Land Sales Act:

(1) LRF-625 -- Application for Registration of Subdivided Lands

(2) LRF-626A -- Public Offering Statement-Instruction Guide

(3) LRF-626B -- Summary Disclosure Statement Guide

(4) LRF-627 -- Registrants Semi-Annual Report

(b) Obtaining forms. The forms listed above may be obtained from the Department.

(a) Forms. The following is a list of forms required by the Department in connection with the licensing of agents under the Land Sales Act: LRF-632 -- Application for License for Subdivided Land Sales Agent

(b) Obtaining form. The form listed in Subsection (a) may be obtained from the Department.

[RESERVED]

Subchapter Section

1. General Provisions.........................................................................................660:10-1-1

3. Investment Certificate Issuers........................................................................660:10-3-1

5. Broker-Dealers and Agents............................................................................660:10-5-1

7. Investment Advisers and Investment Adviser Representatives......................660:10-7-1

9. Registration of Securities...............................................................................660:10-9-1

11. Exemptions from Securities Registration.......................................................660:10-11-1

13. Sales Literature.............................................................................................660:10-13-1

15. Miscellaneous Provisions..............................................................................660:10-15-1

17. Investment Companies.................................................................................660:10-17-1

Section

660:10-1-1. Purpose

660:10-1-2. Statutory citations

660:10-1-3. Definitions

660:10-1-4. Application of Securities Act [REVOKED]

660:10-1-5. Legend requirement [REVOKED]

The provisions of this Chapter have been adopted for the purpose of carrying out the provisions of the Oklahoma Securities Act including, but not limited to, provisions governing the offer, sale and issuance of securities.

Citations to statutes in this Chapter refer to the most recent codification of the Oklahoma Securities Act in Title 71 of the Oklahoma Statutes.

Unless the context otherwise requires, or unless defined in this Section or in 660:10-5-2, terms used in this Chapter, if defined in the Securities Act, shall have the meaning as defined in the Securities Act. The following words and terms, when used in this Chapter, shall have the following meaning, unless the context clearly indicates otherwise:

"Authorized to do business in Oklahoma" means authorized to do business in Oklahoma pursuant to the Oklahoma Securities Act.

"Audited financial statements" means "Certified financial statements."

"Certified financial statements" means financial statements prepared in accordance with generally accepted accounting principles and examined by Independent accountants in accordance with generally accepted auditing standards, accompanied by an opinion as described in 660:10-15-1.

"CRD" means the NASAA/NASD Central Registration Depository System

"Date of filing" means the date on which a proper registration statement is filed for purposes of determining the dates of the statements of financial condition to be filed with a registration statement. If amendments to a registration statement are necessary to comply fully with the registration requirements, "date of filing" means the date on which the last amendment is filed.

"FDIC" means the Federal Deposit Insurance Corporation.

"Financial statements" means, but is not limited to, the statement of financial condition, statement of income, and statement of changes in stockholders’ or owners’ equity, as well as all related footnotes and supporting schedules applicable thereto, prepared in accordance with generally accepted accounting principles.

"Independent accountants" means independent certified public accountants. The concept of independence shall be that promulgated by the American Institute of Certified Public Accountants.

"Investment companies" means investment companies of whatever form, style or organization which offer or maintain transaction accounts.

"NASAA" means the North American Securities Administrators Association.

"NASD" means the National Association of Securities Dealers, Inc.

"NASDR" means the National Association of Securities Dealers Regulation, Inc.

"1933 Act" means the Securities Act of 1933, as amended.

"1934 Act" means the Securities Exchange Act of 1934, as amended.

"1940 Act" means the Investment Company Act of 1940.

"Predecessor of an issuer" means:

"Promotional or developmental stage company" means an issuer for which any of the following conditions exist:

"Prospectus" means a prospectus in a form and containing such information as may be required by the Administrator, including a prospectus filed under the 1933 Act or an offering circular used in connection with an exempt security or transaction regardless of the designation of the document (i.e., prospectus, offering circular, memorandum, etc.).

"Registration statement" means an application for registration of securities under Sections 302, 303, 304 or 304.1 of the Securities Act and all documents and exhibits related thereto, including a Prospectus.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the most recent codification of the Oklahoma Securities Act in Title 71 of the Oklahoma Statutes.

"SIPC" means the Securities Investor Protection Corporation.

Section

660:10-3-1. Definitions

660:10-3-21. Loans

660:10-3-22. Valuation of other assets

660:10-3-23. Reserve against bad debts

660:10-3-24. Books and records

660:10-3-25. Reports

660:10-3-31. Qualifications of conservator or liquidator

660:10-3-32. Acknowledgment

660:10-3-33. Examination standards

The following words and terms, when used in this Subchapter, shall have the following meaning, unless the context clearly indicates otherwise:

"Allowance" means an allowance for loan losses or a reserve against bad debts.

"Net loans outstanding" means total gross loans outstanding less unearned discount.

"Nonperforming loan" means a loan over 90 days past due with respect to principal and/or interest.

"Uncollectible" means the potential for collection is virtually nonexistent.

"Worthless" means lacking value.

(a) Classifications. Each investment certificate issuer shall observe the classification standards of loans prescribed below:

(1) Loss - all, or a portion, of the loan considered uncollectible or worthless.

(2) Doubtful - all, or a portion, of the loan the ultimate collection of which is doubtful and in which a substantial loss is probable, but not as yet definitely ascertainable in amount.

(3) Substandard - all, or a portion, of the loan not classified as doubtful or loss and which involves more than normal risk due to the financial condition or unfavorable record of the borrower, insufficiency of security, or other factors.

(4) Special mention - loans not warranting classification as substandard, doubtful, or loss but which are of an unusual nature carrying more than the usual risk, and should have the careful attention of management.

(b) Appraisals. Each investment certificate issuer shall perform an in-house appraisal or obtain an appraisal by a licensed independent appraiser of collateral at the time of the origination of each loan. Said appraisal shall be updated by a licensed independent appraiser upon the Administrator's written request upon a change in the economic or market conditions or if the loan becomes nonperforming.

(c) Aging schedules.

(1) The provisions of this subsection shall apply to determining the age of loans. Loans shall be aged on the basis of contract terms in effect at the close of business each month. Account balances not in current status shall be classified in the following categories (assuming monthly payments):

(A) One installment or a portion in excess of 5% of an installment due and unpaid 0 to 30 days past due.

(B) Two installments or one and a portion in excess of 5% of an installment due and unpaid 31 to 60 days past due.

(C) Three installments or two and a portion in excess of 5% of an installment due and unpaid 61 to 90 days past due.

(D) Four installments or three and a portion in excess of 5% of an installment due and unpaid over 90 days past due.

(2) Amortizing real estate loans are to be reported as past due when the borrower is in arrears two or more monthly payments. Such obligations with payments scheduled other than monthly are to be reported as past due when one scheduled payment is due and unpaid for 30 days or more.

(3) Single payment and demand notes providing for the payment of interest at stated intervals are to be reported as past due after one interest payment is due and unpaid for 30 days or more.

(4) Single payment notes providing for the payment of interest at maturity are to be reported as past due after maturity if interest or principal remains unpaid for 30 days or more.

(d) Interest. Loans are to be reported as being in nonaccrual status if:

(1) said loans are maintained on a cash basis because of deterioration in the financial position of the borrower;

(2) payment in full of interest or principal is not expected; or

(3) principal or interest has been in default for a period of 90 days or more unless the obligation is both well secured and in the process of collection. A debt is "well secured" if it is secured (1) by collateral in the form of liens on or pledges of real or personal property, including securities, that have a realizable value sufficient to discharge the debt in full, or (2) by the guaranty of a financially responsible party. A debt is "in the process of collection" if

660:10-3-21. p2

collection of the debt is proceeding in due course either through legal action, including judgment enforcement procedures, or, in appropriate circumstances, through collection efforts not involving legal action which are reasonably expected to result in repayment of the debt or in its restoration to a current status.

(e) Charge-offs. Each investment certificate issuer shall charge-off the whole or any part of a loan at such times that said loan is classified by the Administrator as "loss" as defined in Subsection (a) above.

(a) Real property. Real property shall be recorded on the balance sheet in accordance with generally accepted accounting principles. Each investment certificate issuer shall maintain an appraisal of all real property recorded on the balance sheet. Said appraisal shall be updated by a licensed, independent appraiser upon the Administrator's request if a change in the economic or market conditions occur. If said appraisal indicates that the value of the asset is materially overstated on the balance sheet such that the financial statements are materially misstated, said asset shall be written down to market value upon the written request of the Administrator.

(b) Other assets. All other assets of the investment certificate issuer shall be recorded on the balance sheet in accordance with generally accepted accounting principles.

(c) Charge-offs. Each investment certificate issuer shall charge-off the whole of any other asset, including real property, at such time that said asset is deemed to be lacking in value by the Administrator.

(a) Requirement to maintain reserve. Each investment certificate issuer shall at all times maintain a reserve against bad debts, that is, an Allowance for Loan Losses, in an amount equal to two percent (2%) of the total loans outstanding.

(b) Determination of amount of reserve. As of the end of each quarter, the management of each investment certificate issuer shall evaluate the collectibility of the loan portfolio to bring the Allowance, by means of a charge or credit, to a level adequate to absorb anticipated loan losses. Any recoveries during the reporting period should be credited to the Allowance, and any charge-offs should be charged to the Allowance. With respect to those loans classified as "doubtful" in accordance with 660:10-3-21, the Allowance shall be increased by an amount equal to fifty percent (50%) of the amounts classified as "doubtful." With respect to those loans classified as "substandard" in accordance with 660:10-3-21, the Allowance shall be increased by the following percentages of the amounts of the outstanding loans classified as "substandard":

(1) for fiscal year 1991, four percent (4%);

(2) for fiscal year 1992, six percent (6%);

(3) for fiscal year 1993, eight percent (8%); and

(4) for fiscal year 1994, ten percent (10%).

(a) Maintenance of books and records. Each investment certificate issuer shall maintain its books and records in such a manner that said books and records will facilitate preparation of financial statements in accordance with generally accepted accounting principles. Said books and records shall be maintained in sufficient detail to afford an analysis of all transactions.

(b) Financial statements. Each investment certificate issuer shall prepare a balance sheet and statement of income at the close of business on the last day of each month. Said financial statements shall be prepared not later than fifteen (15) business days after the end of the accounting period.

(a) Reports required. Each investment certificate issuer shall prepare and file with the Administrator quarterly reports for the quarters other than the quarter ending the fiscal year. Each report shall include the following:

(1) balance sheet and statement of income at the close of business on the last day of the quarter covered by said report;

(2) a schedule of the loans classified as loss, doubtful, substandard or special mention pursuant to 660:10-3-21, to include the loan balance amount of accrued interest and value of collateral for each loan appearing thereon; and

(3) aging schedules as prepared in accordance with 660:10-3-21.

(b) When to file. Each report shall be submitted to the Administrator within thirty (30) days of the end of the quarter for which the report applies.

A conservator or liquidator, who may be the Administrator of the Department or a member of his staff, appointed under Section 307(i)(2) of the Securities Act shall be of legal age, of good moral character, a resident of the state of Oklahoma and competent to perform the duties of conservator or liquidator.

The purpose of Section 307(c) of the Securities Act is to aid investment certificate issuers in applying for insurance by the FDIC. The prior issuance and continued effectiveness of a registration order shall constitute the written acknowledgment addressed by Section 307(c) of the Securities Act. A formal acknowledgment for purposes of seeking insurance by the FDIC will be issued by the Administrator upon receipt of a written request therefor. Said request shall be accompanied by a copy of the application filed or to be filed with the FDIC. Upon obtaining membership in the FDIC, an investment certificate issuer shall not be subject to the prospectus preparation and delivery requirements set forth in Section 304(d) of the Securities Act.

Examinations made by the Administrator or designated members of his staff may be performed in reliance upon the American Institute of Certified Public Accountants industry audit guides for financial institutions and federal regulatory guidelines for financial institutions.

Section

660:10-5-1. Purpose

660:10-5-2. Definitions

660:10-5-11. Initial registration [AMENDED]

660:10-5-12. Renewal

660:10-5-13. Agent transfer

660:10-5-14. Agent termination

660:10-5-15. Categories of registration

660:10-5-16. Qualification examination requirements

660:10-5-17. Net capital for broker-dealers

660:10-5-18. Bond requirements [REVOKED]

660:10-5-19. Piecemeal filings

660:10-5-31. Post-registration reporting requirements [AMENDED]

660:10-5-41. Record keeping requirements for broker-dealers

660:10-5-42. Standards of ethical practices

660:10-5-43. Examination of broker-dealers

660:10-5-44. Charges incurred in periodic examinations

660:10-5-45. Financial statements for broker-dealers

The rules in this Subchapter have been adopted to provide procedures for complying with the provisions of Sections 201 through 204 of the Securities Act relating to the licensing of broker-dealers and agents in the state of Oklahoma.

In addition to the terms defined in 660:10-1-3, the following words and terms when used in this Subchapter shall have the following meaning, unless the context clearly indicates otherwise:

"Branch office" means any business location of a broker-dealer identified to the public or customers by any means as a location at which a securities business is conducted on behalf of the broker-dealer, excluding any location identified solely in a telephone directory line listing or on a business card or letterhead, which listing, card, or letterhead also sets forth the address and telephone number of the office of the broker-dealer responsible for supervising the activities of the identified location.

"Complaint" means and includes any written statement of a customer or any person acting on behalf of a customer alleging a grievance involving the activities of those persons under the control of the broker-dealer in connection with the solicitation or execution of any transaction or the disposition of securities or funds of that customer.

"Completion of the transaction" means:

(A) In the case of a customer who purchases a security through or from a broker-dealer, except as provided in subparagraph (B), the time when such customer pays the broker-dealer any part of the purchase price, or, if payment is effected by bookkeeping entry, the time when such bookkeeping entry is made by the broker-dealer for any part of the purchase price;

(B) In the case of a customer who purchases a security through or from a broker-dealer and who makes payments therefor prior to the time when payment is requested or notification is given that payment is due, the time when such broker-dealer delivers the security to or into the account of such customer;

(C) In the case of a customer who sells a security through or to a broker-dealer, except as provided in subparagraph (D), if any security is not in the custody of the broker-dealer at the time of sale, the time when the security is delivered to the broker-dealer, and if the security is in the custody of the broker-dealer at the time of sale, the time when the broker-dealer transfers the security from the account of such customer;

(D) In the case of a customer who sells a security through or to a broker-dealer and who delivers such security to such broker-dealer prior to the time when delivery is requested or notification is given that delivery is due, the time when such broker-dealer makes payment to or into the account of such customer.

"Customer" means any person who, in the regular course of a broker-dealer's business, has cash or securities in the possession of such broker-dealer. "Customer" shall not include a broker-dealer.

"Direct participation programs" mean programs which provide for flow-through tax consequences regardless of the structure of the legal entity or vehicle for distribution including, but not limited to, oil and gas programs, real estate programs, agricultural programs, cattle programs, condominium securities, Subchapter S corporate offerings and all other programs of a similar nature, regardless of the industry represented by the program, or any combination thereof; excluded from this definition are real estate investment trusts, tax qualified pension and profit sharing plans pursuant to Sections 401 and 403(a) of the Internal Revenue Code and individual retirement plans under Section 408 of that code, tax sheltered annuities pursuant to the provisions of Section 403(b) of the Internal Revenue Code and any company including separate accounts registered pursuant to the 1940 Act.

"Investment company and variable contracts products" means:

(A) redeemable securities of companies registered pursuant to the 1940 Act;

(B) securities of closed-end companies registered pursuant to the 1940 Act

660:10-5-2. p2

during the period of original distribution only; and

(C) variable contracts and insurance premium funding programs and other contracts issued by an insurance company except contracts which are exempt securities pursuant to Section 3(a)(8) of the 1933 Act.

"Municipal securities" mean securities which are direct obligations of, or obligations guaranteed as to principal or interest by, a state or any political subdivision thereof, or any agency or instrumentality of a state or any political subdivision thereof, or any municipal corporate instrumentality of one of more states, or any security which is an industrial development bond as defined in Section 3(a)(29) of the 1934 Act.

"Nonbranch sales office" means any business location of the broker-dealer identified to the public or customers by any means as a location at which a securities business is conducted on behalf of the broker-dealer which location is identified solely in a telephone directory line listing or on a business card or letterhead, which listing, card, or letterhead also sets forth the address and telephone number of the office of the broker-dealer responsible for supervising the activities of the identified location.

"Option" means any put, call, straddle or other option or privilege, which is a "security" as defined in Section 2(1) of the 1933 Act, as amended, but shall not include any tender offer, registered warrant, right, convertible security or any other option in respect to which the writer is the issuer of the security which may be purchased or sold upon the exercise of the option.

"OSJ" or "Office of supervisory jurisdiction" means any office designated as directly responsible for the review of the activities of registered agents or associated persons in such office and/or in other offices of the broker-dealer. An office of supervisory jurisdiction would be any business location of a broker-dealer at which one or more of the following functions take place:

(A) order execution and/or market making;

(B) structuring of public offerings or private placements;

(C) maintaining custody of customers' funds and/or securities;

(D) final acceptance (approval) of new accounts on behalf of the broker-dealer;

(E) Review and endorsement of customer orders pursuant to 660:10-5-42;

(F) Final approval of advertising or sales literature for use by agents of the broker-dealer;

(G) Responsibility for supervising the activities of persons associated with the broker-dealer at one or more other offices of the broker-dealer.

"Public offering price" shall mean the price at which the security involved was offered to the public as set forth in the prospectus of the issuing company.

"Selling group" means any group formed in connection with a public offering, to distribute all or part of an issue of securities by sales made directly to the public by or through members of such selling group, under an agreement which imposes no financial commitment on the members of such group to purchase any such securities except as they may individually or collectively elect to do so.

"Selling syndicate" means any syndicate formed in connection with a public offering, to distribute all or part of an issue of securities by others or sales made directly to the public by or through participants in such syndicate under an agreement which imposes a financial commitment upon the participants in such syndicate to purchase any of such securities.

"Undertaking for Participation in the NASAA/CRD Temporary Agent Transfer Program" means the document entitled "Broker-Dealer Undertaking for Participation in the

660:10-5-2. p3

NASAA/CRD Temporary Agent Transfer Program" which the employing broker-dealer has executed and filed with the CRD.

(a) Broker-dealer. Broker-dealers applying for initial registration in the state of Oklahoma pursuant to Section 202 of the Securities Act:

(1) A broker-dealer who is contemporaneously applying for NASD membership or who is an NASD member:

(A) shall file with the CRD:

(i) a completed Form BD, including Schedules A-E; and

(ii) the filing fee specified in Section 412 of the Securities Act.

(B) shall file with the Department, within 60 days of becoming registered, a list of the addresses, telephone numbers and resident agents of all nonbranch sales offices located within the state of Oklahoma

(2) A broker-dealer who is not a current NASD member shall file the following with the Department:

(A) a completed Form BD, including Schedules A-E;

(B) the filing fee specified in Section 412 of the Securities Act;

(C) audited financial statements as required by 660:10-5-45;

(D) documentation of compliance with the minimum capital requirement set forth in Section 202(d) of the Securities Act and 660:10-5-17;

(E) designation, qualification and registration of a principal as defined in Section 2 of the Securities Act pursuant to Subsection (c) of this Section;

(F) a list of the addresses, telephone numbers and resident agents of all nonbranch sales offices located within the state of Oklahoma;

(G) a copy of the written supervisory procedures of the broker-dealer; and

(H) any additional documentation, supplemental forms and information as the Administrator may deem necessary.

(b) Broker-dealer agent.

(1) Required documents. Agents of broker-dealers applying for initial registration in the state of Oklahoma pursuant to Section 202 of the Securities Act shall file the following:

(A) a completed Form U-4;

(B) the filing fee specified in Section 412 of the Securities Act;

(C) proof of successful completion of the applicable examinations specified in 660:10-5-16; and

(D) any additional documentation, supplemental forms and information as the Administrator may deem necessary.

(2) Where to file. An agent applying for registration with an NASD member shall file the required documentation with the CRD. Agents applying for registration with a non-NASD broker-dealer shall file the required documentation with the Department.

(c) Broker-dealer principal.

(1) Required documents. Principals of broker-dealers applying for initial registration in the state of Oklahoma who are not members of the NASD shall file the following with the Department:

(A) a completed Form U-4;

(B) a $50.00 filing fee;

(C) proof of successful completion of the applicable examinations specified in 660:10-5-16;

(D) an executed Applicant/Management Certification for Principals Form; and

(E) any additional documentation, supplemental forms and information as the Administrator may deem necessary.

(2) Effect of registration. Registration as a principal of a broker-dealer shall constitute registration as an agent.

(d) Issuer agent. Agents of issuers applying for initial registration in the state of Oklahoma pursuant to Section 202 of the Securities Act shall file the following with the Department:

(1) a completed Form U-4;

(2) the fee specified in Section 412 of the Securities Act;

(3) proof of successful completion of the applicable examinations specified in 660:10-5-16;

(4) an executed Applicant/Management Certification Form; and

(5) any additional documentation, supplemental forms and information as the Administrator may deem necessary.

(e) Requirement for continued registration. 660:10-5-42, adopted pursuant to Section 204(g) of the Securities Act, sets forth the standards of ethical practices for broker-dealers and their agents. Paragraph (22) of said Section requires that each broker-dealer establish, maintain and enforce written procedures that will enable it to supervise properly the activities of each registered agent to assure compliance with applicable securities laws, rules, regulations and statements of policy. Therefore, the initial and continued registration of a broker-dealer that is not an NASD member is conditioned upon the designation, qualification and registration of a principal who shall be responsible for the supervision of all agents of the broker-dealer who are registered in the state of Oklahoma. A broker-dealer applicant or registrant may apply for registration of more than one person as a principal of said broker-dealer.

(a) Broker-dealer. An NASD member shall renew its registration by submitting the renewal fee specified in Section 412 of the Securities Act to the CRD. A non-NASD member shall renew its registration by submitting to the Department an Application for Renewal of Broker-Dealer Registration and the renewal fee specified in Section 412 of the Securities Act.

(b) Broker-dealer agent. Agents of NASD members shall renew their registrations by submitting the renewal fee specified in Section 412 of the Securities Act to the CRD. Agents of non-NASD members shall renew their registrations by submitting an Application for Renewal of Broker-Dealer Agent Registration and the renewal fee specified in Section 412 of the Securities Act to the Department.

(c) Broker-dealer principal. Principals of NASD members shall renew their registrations by submitting the renewal fee specified in Section 412 of the Securities Act to the CRD. Principals of non-NASD members shall renew their registrations by submitting an Application for Renewal of Broker-Dealer Principal Registration and the renewal fee specified in Section 412 of the Securities Act to the Department.

(d) Issuer agent. Issuer agents shall renew their registrations by submitting an Application for Renewal of Issuer Agent Registration and the renewal fee specified in Section 412 of the Securities Act to the Department.

An agent who wishes to terminate his employment with one registered broker-dealer and thereafter commence employment with another broker-dealer may do so without causing a suspension in the agent's registration if all of the following conditions are met:

(1) Both the terminating and employing broker-dealers are members of the National Association of Securities Dealers, Inc.

(2) The transfer is effected in accordance with the terms and conditions of the NASAA/NASD Central Registration Depository Temporary Agent Transfer Program.

(3) The employing broker-dealer has executed and filed an "Undertaking for Participation in the NASAA/NASD Central Registration Depository TAT Program."

(4) The employing broker-dealer currently is not subject to an order of the Administrator which would otherwise make this section unavailable.

(a) Filing requirement. Termination notice pursuant to the requirements of Section 201(b) of the Securities Act shall be given by filing within thirty calendar (30) days of termination, a completed Uniform Termination Notice For Securities Industry Registration, Form U-5. The Form U-5 for an agent terminating registration with an NASD member shall be filed with the CRD. The Form U-5 for agents terminating registration with a non-NASD broker-dealer shall be filed with the Department.

(b) Responsibility for filing. A completed Form U-5 signed by the employer will be accepted as fulfilling the statutory requirements of both parties. Upon verification that the Form U-5 has not been filed by the broker-dealer, the agent shall notify the Department in writing of said termination.

(c) Effect of failure to file. In the event of termination, the filing of a future application for registration shall not be considered complete until compliance with the termination notice requirements of Section 201(b) and this Section.

(a) Broker-dealers. The Department shall register broker-dealers in accordance with the following categories:

(1) General securities - an applicant whose activities in the securities business are not limited.

(2) Investment company and variable contracts products - an applicant whose activities in the securities business are limited to the solicitation, purchase and/or sale of investment company and variable contracts products.

(3) Direct participation programs - an applicant whose activities in the securities business are limited solely to marketing, on behalf of the issuer, direct participation programs.

(4) Options - an applicant whose activities in the securities business include transactions in put or call options with the public.

(5) Municipal securities - an applicant whose activities in the securities business are limited solely to effecting transactions in municipal securities.

(6) Multiple categories - an applicant may be registered in more than one category if qualified to be so registered.

(b) Principals and agents. The Department shall register principals and agents of broker-dealers in accordance with the following categories of registration as applicable:

(1) General securities principal or agent - an applicant representing a broker-dealer whose activities in the securities business are not limited.

(2) Investment company and variable contracts products principal or agent - an applicant representing a broker-dealer whose activities in the securities business are limited to the solicitation, purchase and/or sale of investment company and variable contracts products.

(3) Direct participation programs principal or agent - an applicant representing a broker-dealer whose activities in the securities business are limited to marketing, on behalf of the issuer, direct participation programs.

(4) Options principal or agent - an applicant representing a broker-dealer whose activities in the securities business are limited to transactions in put or call options with the public.

(5) Municipal securities principal or agent - an applicant representing a broker-dealer whose activities in the securities business are limited to effecting transactions in municipal securities.

(6) Limited agent - corporate securities - an applicant representing a general securities broker-dealer in the solicitation, purchase, and/or sale of a security, as that term is defined in Section 2(r) of the Securities Act, however, such person's activities do not include activities with respect to the following securities unless such person is separately qualified and registered in the category or categories of registration related to these securities:

(A) Municipal securities;

(B) Option securities;

(C) Redeemable securities of companies registered pursuant to the 1940 Act, except for money market funds; and/or,

(D) Direct participation programs.

(7) Issuer agent - an applicant whose activities in the securities business are limited solely to effecting transactions for the benefit of an issuer as that term is defined in Section 2(k) of the Securities Act.

(8) Multiple categories - an applicant may be registered in more than one category provided he is qualified to be so registered. An applicant qualified solely within one category of registration shall not be qualified to transact business as an agent in any area not prescribed by said category.

(a) Examination requirement. A written examination shall be taken by each applicant for registration as a broker-dealer agent, broker-dealer principal or issuer agent. Proof of compliance with the written examination requirements of this rule is prerequisite to a complete filing for registration in this state. Written examinations shall consist of a qualification examination(s) applicable to the category of registration applied for and a uniform state law examination. Examinations administered by the NASDR are adopted, as applicable to each individual registrant by category of registration, as the required written examination for general securities law.

(b) Limitations on licenses. Regardless of an association with an NASD member, each applicant for registration as a principal or agent must prove successful completion of the examinations required by this rule based upon the category of registration applied for in the state of Oklahoma.

(c) Examination categories. Examination categories are as follows:

(1) General securities or government securities - NASD members:

(A) Principals--Series 7, 24 or such other examination(s) determined by the Administrator to be acceptable in lieu thereof and Series 63 or 66.

(B) Agents--Series 7 and 63 or 66

(2) General securities - Non-NASD Members/Issuers:

(A) Principals--Series 7, 24 or such other examination(s) determined by the Administrator to be acceptable in lieu thereof and Series 63 or 66

(B) Agents--Series 7 and 63 or 66

(3) Investment company and variable contract products:

(A) Principals--Series 6, 26 and 63 or 66

(B) Agents--Series 6 and 63 or 66

(4) Direct participation programs:

(A) Principals--Series 22, 39 and 63 or 66

(B) Agents--Series 22 and 63 or 66

(5) Options:

(A) Principals--Series 4 , 7 and 63 or Series 4, 62 and 63 or 66

(B) Agents--Series 7 or 42 and 63 or 66

(6) Municipal securities:

(A) Principals--Series 52, 53 and 63 or 66

(B) Agents--Series 52 and 63 or 66

(7) Limited agent - corporate securities--Series 62 and 63 or 66

(8) Assistant agent - order processing--Series 11 and 63 or 66

(d) Change in series number. Should NASDR examination series numbers change, the most current examination series applicable to the category of registration shall apply.

(e) Minimum score. Principals and agents must score a minimum of 70% on each examination taken.

(f) Validity of prior examination scores. Any NASDR examination score which predates an initial application for registration by more than two (2) years will not be recognized for purposes of qualification for registration in this state, in the absence of continuous NASD registration since examination. Any person whose most recent registration as an agent or principal has been terminated with the NASD for a period of two (2) or more years immediately preceding the date of receipt by the Department of a new application for registration in the state of Oklahoma shall be required to take the examinations appropriate to the category of registration and correctly answer 70% of the questions on each examination taken.

(g) Waiver of examination requirement. The examination requirements may be waived by the Administrator on a case-by-case basis when such action is determined to be consistent with the purposes fairly intended by the policy and provisions of the Securities Act. Requests for waivers shall be in writing setting forth the reasons therefor.

(a) General requirement. All broker-dealers registered under the Securities Act shall at all times have and maintain net capital of no less than the highest minimum requirement applicable to each broker-dealer as established by the SEC in 17 CFR 240.15c3-1.

(b) Calculation of "net capital." As used herein, net capital shall mean the net worth of a broker-dealer calculated according to the formula established by the SEC.

An application for initial registration or renewal of registration as a broker-dealer, broker-dealer agent, broker-dealer principal or issuer agent shall not be deemed to have been filed until all of the documentation required by 660:10-5-11 or 660:10-5-12 is submitted, or is otherwise made available, to the Department and payment of the proper fees is made. Such documentation shall be in completed form.

(a) Filing requirement. Pursuant to Section 203(b) of the Securities Act, all broker-dealers registered under Section 202 of the Securities Act who are not NASD members must make post-registration filings with the Department. The Department will not accept incomplete or piecemeal filings. Failure to file a complete report when due may result in the suspension or revocation of registration. The Department will consider requests that no enforcement action be taken regarding a delinquent filing pursuant to the provisions of 660:2-13-1.

(b) Report content. Such registered broker-dealers shall make one (1) post-registration filing each fiscal year. Said filing shall contain audited financial statements as of the broker-dealer's fiscal year end and the report filing fee specified in Section 412 of the Securities Act.

(c) Report filing dates. Post-registration filings become due on the last day of the fiscal period to which they apply; however, a grace period is provided before a filing becomes delinquent. The filing must be made by the last day of the fourth month following the close of the registrant's fiscal year.

(a) Required records for business. Every broker-dealer, as defined in Section 2 of the Securities Act, shall make and keep current in a central location the following books and records relating to his business and such books and records shall be made available to the staff of the Department during the course of an examination conducted pursuant to Section 203 of the Securities Act:

(1) Blotters (or other records of original entry) containing an itemized daily record of all purchases and sales of securities, all receipts and deliveries of securities (including certificate numbers), all receipts and disbursements of cash and all other debits and credits. Such records shall show the account for which each such transaction was effected, the name and amount of securities, the unit and aggregate purchase or sale price (if any), the trade date, and the name or other designation of the person from whom purchased or received or to whom sold or delivered.

(2) Ledgers (or other records) reflecting all assets and liabilities, income and expense and capital accounts. The general ledger should be posted as frequently as may be necessary to determine compliance with 660:10-5-17 but in no event shall the general ledger be posted less than once a month.

(3) Ledger accounts (or other records) itemized separately as to each cash and margin account of every customer and of such broker-dealer and principals or partners thereof; all purchases, sales receipts and deliveries of securities and commodities for such account; and all other debits and credits to such account. Such records shall be posted no later than settlement date.

(4) Ledgers (or other records) reflecting the following:

(A) securities in transfer;

(B) dividends and interest received;

(C) securities borrowed and securities loaned;

(D) monies borrowed and monies loaned (together with a record of the collateral therefor and any substitutions in such collateral); and

(E) securities failed to receive and failed to deliver. The records listed in (A) through (D) of this paragraph shall be posted no later than two (2) days subsequent to the earlier of the date of securities or monies movement. The securities failed to receive and failed to deliver ledgers should be posted no later than two (2) days subsequent to the settlement date.

(5) A securities record or ledger reflecting separately for each security as of the clearance dates all "long" or "short" positions (including securities in safekeeping) carried by such broker-dealer for his own account or for the account of his customers, principals, or partners and showing the location of all securities long and the offsetting position to all securities short and in all cases the name or designation of the account in which each position is carried. Such record shall be posted no later than the business day subsequent to the earlier of settlement date or the date of securities movement.

(6) A memorandum of each brokerage order, and of any other instruction, given or received for the purpose of sale of securities, whether executed or unexecuted. Such memorandum shall show the terms and conditions of the order or instructions and of any modification or cancellation thereof, the account for which entered, the time of entry, the price at which executed and, to the extent feasible, the time of execution or cancellation. Orders entered pursuant to the exercise of discretionary power by such broker-dealer, principal, partner, or any employee thereof, shall be so designated. The term "instruction" shall be deemed to include instructions between principals, partners and employees of a broker-dealer. The term "time of entry" shall be deemed to mean the time when such broker-dealer transmits the order or instruction for execution or, if it is not so transmitted, the time when it is received. The agency sales memoranda, principal sales memoranda, option records and comparisons shall be prepared no later than the business day subsequent to the transaction date of the option written.

(7) A memorandum of each purchase and sale of securities for the account of such broker-dealer showing the price and, to the extent feasible, the time of execution.

(8) Copies of confirmations of all purchases and sales of securities and copies of notices of all other debits and credits for securities, cash and other items for the account of customers, principals, and partners of such broker-dealer.

(9) A record in respect of each cash and margin account with such broker-dealer containing the name and address of the beneficial owner of such account and, in the case of a margin account, the signature of such owner; provided that, in the case of a joint account or an account of a corporation, such records are required only in respect to the person or persons authorized to transact business for such account. In addition, the broker-dealer shall maintain accounts of customers in such form and manner as to show the following information: whether the customer is of legal age, occupation, name and address of the employer, the signature of the registered agent introducing the account and the signature of the appropriate party accepting the account for the broker-dealer. The broker-dealer shall also maintain documentation that reasonable efforts have been undertaken to obtain information concerning the customer's financial background, tax status, and investment objectives, and such other information used or considered to be reasonable and necessary by the broker-dealer or its agents. In the case of discretionary accounts, the broker-dealer shall also record the age or approximate age and occupation of the customer as well as the signature of each person authorized to exercise discretion in such account. The record of beneficial ownership of each cash or margin account (customer account card) shall be prepared no later than the second business day following the initial transactions. Beneficial ownership refers to the name and address of the customer for each cash or margin account as provided above.

(10) A record of all puts, calls, spreads, straddles and other options in which such broker-dealer has any direct or indirect interest or which such broker-dealer has granted or guaranteed, containing, at least, an identification of the security and the number of units involved.

(11) A record of the proof of money balances of all ledger accounts in the form of financial statements, including balance sheet and statement of operations, prepared currently and available for examination by representatives of the Administrator at any time after the 15th day of the month following the month to which such statements relate.

(12) Copies of all written communications received and copies of all written communications sent by such broker-dealer relating to the solicitation or execution of all securities transactions effected by its agents.

(13) Copies of all documentation pertaining to any pending or resolved customer complaint and any internal review or investigation by any internal or external source. A "complaint" shall be deemed to mean and include any written statement of a customer or any person acting on behalf of a customer alleging a grievance involving the activities of those persons under the control of the broker-dealer in connection with the solicitation or execution of any transaction or the disposition of securities or funds of that customer.

(14) A copy of the written supervisory procedures of the broker-dealer.

(15) Copies of all advertisements appearing in a newspaper, magazine or other print medium and the text of all advertisements broadcast on television and/or radio relating to the services offered by the broker-dealer.

(b) Required records for branch offices and nonbranch sales offices. The following books and records shall be maintained by each branch office and nonbranch sales office of every broker-dealer in a centralized, easily accessible location:

(1) An itemized daily record of all purchases and sales of securities, all receipts and deliveries of securities (including certificate numbers), all receipts and disbursements of cash and all other debits and credits. Such records shall show the account for which each such transaction was effected, the name and amount of securities, the unit and aggregate purchase or sale price (if any), the trade date, and the name or other designation of the person from whom purchased or received or to whom sold or delivered.

(2) Account statements as to each cash and margin account of every customer and of such broker-dealer and principals or partners thereof; all purchases, sales receipts and deliveries of securities and commodities for such account; and all other debits and credits to such account. The customer ledger accounts shall be posted no later than settlement date.

(3) A memorandum of each brokerage order, and of any other instruction, given or received for the purchase or sale of securities, whether executed or unexecuted. Such memorandum shall show the terms and conditions of the order or instructions and of any modification or cancellation thereof, the account for which entered, the time of entry, the price at which executed and, to the extent feasible, the time of execution or cancellation. Orders entered pursuant to the exercise of discretionary power by such broker-dealer, principal, partner, or any employee thereof, shall be so designated. The term "instruction" shall be deemed to include instructions between principals, partners and employees of a broker-dealer. The term "time of entry" shall be deemed to mean the time when such broker-dealer transmits the order or instruction for execution or, if it is not so transmitted, the time when it is received. The agency sales memoranda, principal sales memoranda and option records shall be prepared no later than the business day subsequent to the transaction date or the date the option is written.

(4) A memorandum of each purchase and sale of securities for the account of such broker-dealer showing the price and, to the extent feasible, the time of execution.

(5) Copies of confirmations of all purchases and sales of securities and copies of notices of all other debits and credits for securities, cash and other items for the account of customers, principals, and partners of such broker-dealer.

(6) Copies of records in respect of each cash and margin account with such broker-dealer containing the name and address of the beneficial owner of such account and, in the case of a margin account, the signature of such owner; provided that, in the case of a joint account or an account of a corporation, such records are required only in respect to the person or persons authorized to transact business for such account. In addition, the broker-dealer shall maintain accounts of customers in such form and manner as to show the following information: whether the customer is of legal age, occupation, name and address of the employer, the signature of the registered agent introducing the account and the signature of the appropriate party accepting the account for the broker-dealer. The broker-dealer shall also maintain documentation that reasonable efforts have been undertaken to obtain information concerning the customer's financial background, tax status, and investment objectives, and such other information used or considered to be reasonable and necessary by the broker-dealer or its agents. In the case of discretionary accounts, the broker-dealer shall also record the age or approximate age and occupation of the customer as well as the signature of each person authorized to exercise discretion in such account. The record of beneficial ownership of each cash or margin account (customer account card) shall be prepared no later than the second business day following initial transactions. Beneficial ownership refers to the name and address of the customer for each cash or margin account as provided above.

(7) Copies of all written communications received and copies of all written communications sent by the branch office or nonbranch sales office relating to the solicitation or execution of all securities transactions effected by the agents operating in and from that office.

(8) Copies of all documentation pertaining to any pending or resolved customer complaint and any internal review or investigation by any internal or external source. A "complaint" shall be deemed to mean and include any written statement of a customer or any person acting on behalf of a customer alleging a grievance involving the activities of those persons effecting the solicitation or execution of any transaction or the disposition of securities or funds of that customer in or from the branch office or nonbranch sales office.

(9) A copy of the written supervisory procedures of the broker-dealer.

(10) Copies of all advertisements appearing in a newspaper, magazine or other print medium and the text of all advertisements broadcast on television and/or radio relating to the services offered by the branch office or the nonbranch sales office.

(11) Documentation evidencing registration of all agents effecting securities transactions in and from the branch office or nonbranch sales office.

(c) Alternative form of recordkeeping. For purposes of this subsection, due to the changing technology in the area of recordkeeping by broker-dealers and for purposes of compliance with this Section, the specific records listed in paragraph 5 above are not required to be maintained so long as the information generally contained within said records is available in another form and such record is readily accessible to the registrant's personnel as well as to the staff of the Department. The record shall be reproduced and provided to the Department upon its request.

(a) Purpose. This rule is intended to set forth the standards of ethical practices for broker-dealers and their agents. Any noncompliance with the Standards of Ethical Practices specified in this Section will constitute unethical practices in the securities business. The standards shall be interpreted in such manner as will aid in effectuating the policy and provisions of the Securities Act, and so as to require that all practices of broker-dealers, and their agents, in connection with their activities in this state shall be just, reasonable and not unfairly discriminatory. The standards set forth in this Section shall apply to all broker-dealers and their agents if applicable. A broker-dealer or agent whose registration has been suspended shall be considered as nonactive during the period of suspension for purposes of applying the provisions of the standards. Nevertheless, such persons shall have all of the obligations imposed by the Securities Act, these Standards of Ethical Practices and other applicable rules and regulations of the Administrator and/or the Commission.

(b) Standards.

(1) A broker-dealer and his agents, in the conduct of his business, shall observe high standards of commercial honor and just and equitable principles of trade. A broker-dealer and his agents shall not violate any rule of a national securities exchange or national securities association of which it is a member with respect to any customer, transaction or business effected in this state.

(2) In recommending to a customer the purchase, sale or exchange of any security, the broker-dealer and his agents shall have reasonable grounds for believing that the recommendation is suitable for such customer upon the basis of the facts, if any, disclosed by such customer as to his other security holdings and as to his financial situation and needs. Prior to making a recommendation to a customer a broker-dealer shall also make reasonable efforts to obtain information concerning the customer's financial background, tax status, and investment objectives, and such other information used or considered to be reasonable and necessary by such broker-dealer or registered agent in making such recommendation.

(3) Charges, if any, for services performed, including miscellaneous services such as collection of monies due for principal, dividends, or interest, exchange or transfer of securities, appraisals, safekeeping or custody of securities, and other services, shall be reasonable and not unfairly discriminatory between customers.

(4) In "over-the-counter" transactions, whether in "listed" or "unlisted" securities, if a broker-dealer or agent of a broker-dealer buys for his own account from his customer, or sells for his own account to his customer, he shall buy or sell at a price which is fair, taking into consideration all relevant circumstances, including market conditions with respect to such security at the time of the transaction, the expense involved, and the fact that he is entitled to a profit; and if he acts as agent for his customer in any such transaction, he shall not charge his customer more than a fair commission or service charge, taking into consideration all relevant circumstances including market conditions with respect to such security at the time of the transaction, the expense of executing the order and the value of any service he may have rendered by reason of his experience in and knowledge of such security and the market therefor.

(5) No broker-dealer or agent of a broker-dealer shall publish or circulate, or cause to be published or circulated, any notice, circular, advertisement, newspaper article, investment service, or communication of any kind which purports to report any transaction as a purchase or sale of any security unless such broker-dealer believes that such transaction was a bona fide purchase or sale of such security; or which purports to quote the bid price or asked price for any security, unless such broker-dealer believes that such quotation represents a bona fide bid for, or offer of, such security. If nominal quotations are used or given, they shall be clearly stated or indicated to be only nominal quotations.

(6) No broker-dealer or agent of a broker-dealer shall make an offer to buy from or sell to any person any security at a stated price unless such broker-dealer or agent is prepared to purchase or sell, as the case may be, at such price and under such conditions as are stated at the time of such offer to buy or sell.

(7) A broker-dealer, when a member of a selling syndicate or a selling group, shall purchase securities taken in trade at a fair market price at the time of purchase, or shall act as agent in the sale of such securities.

(8) A broker-dealer who in the capacity of paying agent, transfer agent, trustee, or any other similar capacity, has received information as to the ownership of securities, shall under no circumstances make use of such information for the purpose of soliciting purchases, sales or exchanges except at the request and on behalf of the issuer.

(9) No broker-dealer or agent of a broker-dealer shall, directly or indirectly, give, permit to be given, or offer to give, anything of value to any person for the purpose of influencing or rewarding the action of such person in connection with the publication or circulation in any newspaper, investment service, or similar publication, of any matter which has, or is intended to have, an effect upon the market price of any security, provided that this rule shall not be construed to apply to matter which is clearly distinguishable as paid advertising.

(10) A broker-dealer at or before the completion of each transaction with a customer shall give or send to each customer written notification disclosing:

(A) whether such broker-dealer is acting as a broker for such customer and some other person; and

(B) in any case in which such broker-dealer is acting as a broker for such customer or for both such customer and some other person, either the name of the person from whom the security was purchased or to whom it was sold for such customer and the date and the time when such transaction took place or the fact that such information will be furnished upon the request of such customer, and the source and amount of any commission or other remuneration received or to be received by such broker-dealer in connection with the transaction.

(11) A broker-dealer or agent of a broker-dealer controlled by, controlling, or under common control with, the issuer of any security, shall, before entering into any contract with or for a customer for the purchase or sale of such security, disclose to such customer the existence of such control, and if such disclosure is not made in writing, it shall be supplemented by the giving or sending of written disclosure at or before the completion of the transaction.

(12) A broker-dealer or agent of a broker-dealer who is acting as a broker for a customer or for both such customer and some other person, or a broker-dealer who is acting as a dealer and who receives or has promise of receiving a fee from a customer for advising such customer with respect to securities, shall, at or before the completion of any transaction for or with such customer in any security in the primary or secondary distribution of which such broker-dealer is participating or is otherwise financially interested, give such customer written notification of the existence of such participation or interest.

(13) The following standards shall apply to discretionary accounts:

(A) No broker-dealer or agent of a broker-dealer shall effect with or for any customer's account in respect to which such broker-dealer or agent or employee is vested with any discretionary power any transactions of purchase or sale which are excessive in size or frequency in view of the financial resources of such customer and character of such account.

(B) No broker-dealer or agent of a broker-dealer shall exercise any discretionary power in a customer's account unless such customer has given prior written authorization to a stated individual or individuals and the account has been accepted by the broker-dealer, as evidenced in writing by the broker-dealer or the partner, officer, or manager duly designated by the broker-dealer, in accordance with paragraph (22) hereof.

(C) The broker-dealer or the person duly designated shall approve promptly, in writing, each discretionary order entered and shall review all discretionary accounts at frequent intervals in order to detect and prevent transactions which are excessive in size or frequency in view of the financial resources of the customer and the character of the account.

(D) This section shall not apply to discretion as to the price at which or the time when an order given by a customer for the purchase or sale of a definite amount of a specified security shall be executed.

(14) A broker-dealer or agent of a broker-dealer who is participating or who is otherwise financially interested in the primary or secondary distribution of any security which is not admitted to trading on a national securities exchange, shall make no representation that such security is being offered to a customer "at the market" or at a price related to the market price unless such broker-dealer or agent knows or has reasonable grounds to believe that a market for such security exists other than that made, created, or controlled by such broker-dealer or agent, or by any person for whom he is acting or with whom he is associated in such distribution, or any person controlled by, controlling or under common control with such broker-dealer or agent.

(15) No broker-dealer or agent of a broker-dealer shall effect any transaction in, or induce the purchase or sale of, any security by means of any manipulative, deceptive or other fraudulent device, practice, plan, program, design, or contrivance.

(16) The following standards shall apply to the use of customer funds:

(A) No broker-dealer or person associated with a broker-dealer shall make improper use of a customer's securities or funds.

(B) No broker-dealer or agent of a broker-dealer shall lend, either to himself or to others, securities carried for the account of any customer, unless such broker-dealer or agent shall first have obtained from the customer a separate written authorization permitting the lending of securities thus carried by such broker-dealer or agent; and, regardless of any agreement between the broker-dealer or agent and a customer authorizing the former to lend or pledge such securities, no broker-dealer or agent shall lend or pledge more of such securities than is fair and reasonable in view of the indebtedness of the customer, except such lending as may be specifically authorized under (C) of this paragraph.

(C) No broker-dealer or agent of a broker-dealer shall lend securities carried for the account of any customer which have been fully paid for or which are in excess of the amount which may be loaned in view of the indebtedness of the customer, unless such broker-dealer or agent shall first have obtained from such customer a separate written authorization designating the particular securities to be loaned.

(D) No broker-dealer or agent of a broker-dealer shall hold securities carried for the account of any customer which have been fully paid for or which are in excess of the amount which may be pledged in view of the indebtedness of the customer, unless such securities are segregated and identified by a method which clearly indicates the interest of such customer in those securities.

(E) No broker-dealer or agent of a broker-dealer shall guarantee a customer against loss in any securities account of such customer carried by the broker-dealer or in any securities transaction effected by the broker-dealer or agent with or for such customer.

(F) No broker-dealer or agent of a broker-dealer shall share directly or indirectly in the profits or losses in any account of a customer carried by the broker-dealer or agent or any other broker-dealer or agent, unless such broker-dealer or agent obtains written authorization from the broker-dealer carrying the account; and, a broker-dealer or agent shall share in the profits or losses in any account of such customer only in direct proportion to the financial contributions made to such account by the broker-dealer or agent. Exempt from the direct proportionate share limitation are accounts of the immediate family of such broker-dealer or agent. For purposes of this section, the term "immediate family" shall include parents, mother-in-law or father-in-law, husband or wife, children or any relative to whose support the broker-dealer or agent otherwise contributes directly or indirectly.

(17) The following standards shall apply to customer credit:

(A) No broker-dealer or agent of a broker-dealer shall take or carry any account or make a transaction for any customer under any arrangement which contemplates or provides for the purchase of any security for the account of the customer or for the sale of any security to the customer where payment for the security is to be made to the broker-dealer by the customer over a period of time in installments or by a series of partial payments, unless:

(i) in the event such broker-dealer acts as an agent or broker in such transaction, he shall immediately, in the regular course of his business, make an actual purchase of the security for the account of the customer, and shall immediately, in the regular course of his business, take possession or control of such security and shall maintain possession or control thereof so long as he remains under obligation to delivery of the security to the customer;

(ii) in the event such broker-dealer acts as a principal in any such transaction, he shall, at the time of such transaction own such security and shall maintain possession or control thereof so long as he remains under obligation to deliver the security to the customer; and

(iii) the provisions of Regulation T of the Federal Reserve Board, if applicable to such broker-dealer, are satisfied.

(B) No broker-dealer, whether acting as a principal or agent, shall, in connection with any transaction referred to in this Standard, make any agreement with his customer under which such broker-dealer shall be allowed to pledge or hypothecate any security involved in such transaction for any amount in excess of the indebtedness of the customer to such broker-dealer.

(18) The following standards shall apply to books and records:

(A) Each broker-dealer shall keep and preserve books, accounts, records, memoranda, and correspondence in conformity with all applicable laws, rules, regulations, and statements of policy promulgated by the Administrator and/or the Commission under the Securities Act.

(B) Each broker-dealer shall keep and preserve in each office of supervisory jurisdiction, as defined in 660:10-5-2, either a separate file of all written complaints of customers and action taken by the broker-dealer, if any, or a separate record of such complaints and clear reference to the files containing the correspondence connected with such complaints as maintained in such office.

(19) A broker-dealer shall make available to inspection by any bona fide regular customer, upon request, the information relative to such broker-dealer's financial condition as disclosed in its most recent balance sheet prepared either in accordance with such broker-dealer's usual practice or as required by the state or federal securities laws, or any rule or regulation promulgated thereunder.

(20) No broker-dealer or agent of a broker-dealer shall offer any security or confirm any purchase or sale of any security, from or to any person not actually engaged in the investment banking or securities business at any price which shows a concession, discount, or other allowance, but shall offer such security and confirm such purchase or sale at a net dollar or basis price.

(21) Selling concessions, discounts, or other allowances, as such, shall be allowed only as consideration for services rendered in distribution and in no event shall be allowed to anyone other than a broker-dealer registered under the Securities Act actually engaged in the investment banking or securities business; provided however, that nothing in this standard shall prevent any broker-dealer from selling any security owned by him to any person at any net price which may be fixed by him unless prevented therefrom by agreement.

(22) The following standards shall apply to supervisory procedures:

(A) Each broker-dealer shall establish, maintain and enforce written procedures which will enable it to supervise properly the activities of each registered agent and associated person to assure compliance with applicable securities laws, rules, regulations and statements of policy promulgated by the Administrator and/or the Commission under the Securities Act.

(B) Final responsibility for proper supervision shall rest with the broker-dealer, the principal(s) of the broker-dealer registered in accordance with 660:10-5-11, and the principal(s) of the broker-dealer in each OSJ, including the main office, and the registered representatives in each non-OSJ branch office designated by the broker-dealer to carry out the supervisory responsibilities assigned to that office by the broker-dealer pursuant to the rules and regulations of the NASD. A copy of the written supervisory procedures shall be kept in each office of supervisory jurisdiction and each non-OSJ branch office.

(C) Each broker-dealer shall be responsible for keeping and preserving appropriate records for carrying out such broker-dealer's supervisory procedures. Each broker-dealer shall review and endorse in writing, on an internal record, all transactions and all correspondence of its registered agents pertaining to the solicitation or execution of any securities transaction.

(D) Each broker-dealer shall review the activities of each office, which shall include the periodic examination of customer accounts to detect and prevent irregularities or abuses and conduct at least an annual inspection of each office of supervisory jurisdiction.

(E) Each broker-dealer shall have the responsibility and duty to ascertain by investigation the good character, business repute, qualifications and experience of any person prior to making such a certification in the application of such person for registration under the Securities Act.

(23) The following standards shall apply to financial information:

(A) Each broker-dealer offering or selling securities not listed on a registered national securities exchange recognized by the Administrator shall have and furnish to customers, on request, a balance sheet of the issuer as of a date within eighteen months, and a profit and loss statement for either the fiscal year preceding that date or the most recent year of operations, prepared in accordance with generally accepted accounting principles, the names of the issuer's proprietors, partners or officers, the nature of the enterprise of the issuer and any other available information reasonably necessary for evaluating the desirability or the lack of desirability of investing in the securities of the issuer.

(B) Each broker-dealer who, in computation of net capital includes securities not listed on a registered national securities exchange recognized by the Administrator shall also have the information provided for in (A) of this paragraph available and shall, upon request, furnish same to the Department.

(C) All transactions in such securities described in (A) and (B) of this paragraph shall comply with the provisions of Section 301 of the Securities Act.

(D) The provisions of (A) of this paragraph shall not be required in unsolicited transactions, except when numerous unsolicited transactions in a particular security are occurring, it shall be the duty and responsibility of the broker-dealer to make reasonable effort to secure and provide to customers upon their written request the information required by the provisions of (A) of this paragraph. Nothing contained herein shall be construed to limit the powers of the Administrator under Section 401(d) of the Securities Act.

(a) Periodic examinations. The business and records of each broker-dealer registered under the Securities Act may be periodically examined by the Administrator and/or person(s) designated by him at such times and in such scope as the Administrator determines prudent and necessary for the protection of the public. The broker-dealer so examined shall pay to the Department the proper charges incurred in such examination as provided in Section 412 of the Securities Act and 660:10-5-44. A report of each such examination shall be prepared.

(b) Department access. Each broker-dealer scheduled for examination shall provide the personnel of the Department access to business books, documents, and other records. Each broker-dealer shall provide personnel with office space and facilities to conduct on-site examinations, and assistance in the physical inspection of assets and confirmation of liabilities. Failure of any applicant or registrant to comply with any provision hereof shall constitute a violation of this Section and shall be a basis for denial, suspension or revocation of the registration or application for registration.

Each person to be examined under Section 203 of the Securities Act and/or 660:10-5-43, shall pay the proper charges for the examination. The Administrator may require prepayment of the charges by presenting the person to be examined with a statement setting forth an estimate of the total charges. Remittance shall be due within fifteen (15) days from the statement date. Any balance due for an examination shall be paid by the registrant within forty-five (45) days from the billing date, and any refund of prepaid expenses shall be included with the registrant's copy of the examination report. Failure to remit a prepayment or a balance due in a timely manner shall be a basis for the suspension or revocation of registration. For the purposes hereof actual charges for an on-site examination shall include, but are not necessarily limited to the following:

(1) Time spent by Department personnel in traveling to and from the examination site, conducting the examination, and preparing the examination report. Such time will be billed at $25.00 per employee hour with a minimum charge per examination of $200.00.

(2) Travel expenses for meals, lodging, transportation and other related expenses.

(3) The cost of supplies, materials, photocopying and postage.

(a) Audited statements. Applications for registration for broker-dealers shall contain audited financial statements for the applicant as of the end of its last fiscal year. Applicants that have been in operation for less than twelve (12) months shall submit an audited statement of financial condition as of a date within ninety (90) days of the date of the filing of the application and an audited statement of income for the period beginning from the date of inception through the date as of which the statement of financial condition is prepared.

(b) Unaudited interim financial statements. If the audited financial statements required by (a) of this Section are not current to within ninety (90) days of the date of filing of the application, additional unaudited financial statements shall be submitted covering the period from the beginning of the current fiscal year through a month ending within the 90-day time frame.

(c) Net capital computation. Financial Statements submitted by or on behalf of a broker-dealer shall include a statement of the amount of net capital required by the SEC for the broker-dealer and a schedule presenting a computation of net capital as of each statement of financial condition date. The computation of net capital shall be calculated according to the formula established by the SEC.

(d) Waiver. The Administrator in his or her discretion may waive any of the requirements of this Section on a case-by-case basis when such action is determined to be consistent with the purposes fairly intended by the policy and provisions of the Securities Act. Requests for waivers shall be in writing setting forth the reasons therefor.

Section

660:10-7-1. Purpose

660:10-7-2. Definitions

660:10-7-11. Initial registration

660:10-7-12. Renewal

660:10-7-13. Qualification examination requirements

660:10-7-14. Bond requirements [REVOKED]

660:10-7-15. Piecemeal filings

660:10-7-31. Post-registration reporting requirements

660:10-7-41. Record keeping requirements

660:10-7-42. Standards of ethical practices

660:10-7-43. Disclosure requirements

660:10-7-44. Financial statements for investment advisers

660:10-7-45. Examination of investment advisers

660:10-7-46. Charges incurred in periodic examinations

660:10-7-47. Payments for client solicitations

660:10-7-51. SEC covered investment adviser notice filing

The rules in this Subchapter are adopted to provide procedures for complying with the provisions of Sections 201 through 204 of the Securities Act relating to the licensing of investment advisers and investment adviser representatives in the state of Oklahoma.

In addition to the terms defined in 660:10-1-3, the following words and terms when used in this Subchapter shall have the following meaning, unless the context clearly indicates otherwise:

"Impersonal advisory services" means investment advisory services provided solely:

(A) by means of written material or oral statements which do not purport to meet the objectives or needs of specific individuals or accounts;

(B) through the issuance of statistical information containing no expression of opinion as to the investment merits of a particular security; or

(C) any combination of the foregoing services.

"Investment company contract" means a contract with an investment company registered under the 1940 Act that meets the requirements of Section 15(c) of that Act.

"Solicitor" means any person who, directly or indirectly, solicits any client for, or refers any client to, an investment adviser.

(a) Investment adviser. Investment advisers applying for initial registration in the state of Oklahoma pursuant to Section 202 of the Securities Act shall file the following with the Department:

(1) a completed Form ADV, including Schedules A-I;

(2) the filing fee specified in Section 412 of the Securities Act;

(3) audited financial statements as required by 660:10-7-44 unless exempt therefrom;

(4) a copy of the investment advisory contract to be executed by Oklahoma clients; and

(5) any additional documentation, supplemental forms and information as the Administrator may deem necessary.

(b) Investment adviser representative. Investment adviser representatives applying for initial registration in the state of Oklahoma shall file the following with the Department:

(1) a completed Form U-4 if the information on the Form U-4 is not maintained in current form on the CRD;

(2) the filing fee specified in Section 412 of the Securities Act;

(3) proof of successful completion of the applicable examinations specified in 660:10-7-13;

(4) an executed Investment Adviser Representative Applicant/Management Certification Form; and

(5) any additional documentation, supplemental forms and information as the Administrator may deem necessary.

(a) Investment adviser. An investment adviser registered under the Act shall renew its registration by submitting to the Department the renewal fee specified in Section 412 of the Securities Act and a copy of the Department’s renewal notice.

(b) Investment adviser representative. Investment adviser representatives registered under the Act shall renew their registrations by submitting to the Department the renewal fee specified in Section 412 of the Securities Act and a copy of the Department’s renewal notice.

(a) Examination requirement. Proof of compliance with the written examination requirements of this rule is prerequisite to a complete filing for registration in this state.

(b) Examinations. Any natural person seeking registration as an investment adviser or investment adviser representative shall be required to take the Series 65 or 66 and Series 6 or such other examination(s) or certifications determined by the Administrator to be acceptable in lieu thereof.

(c) Change in series number. Should examination series numbers change, the most current examination series applicable to the category of registration shall apply.

(d) Minimum score. Any natural person seeking registration as an investment adviser or investment adviser representative must score a minimum of 70% on each examination taken.

(e) Validity of prior examination scores. Any examination score which predates an application for registration by more than two (2) years will not be recognized for purposes of qualification for registration in this state, in the absence of continuous registration as an investment adviser representative in another jurisdiction since examination or continuous registration as an agent with the NASD since examination. Otherwise, the applicant shall be required to take the appropriate examinations and correctly answer 70% of the questions on each examination taken.

(f) Waiver of examination requirement. The examination requirement may be waived by the Administrator on a case-by-case basis when such action is determined to be consistent with the purposes fairly intended by the policy and provisions of the Securities Act. Requests for waivers shall be in writing setting forth the reasons therefor.

An application for initial registration or renewal of registration as an investment adviser or investment adviser representative shall not be deemed to have been filed until all of the documentation required by 660:10-7-11 or 660:10-7-12 is submitted, or is otherwise made available, to the Department and payment of the proper fees is made. Such documentation shall be in completed form.

(a) Filing requirement. Pursuant to Section 203(b) of the Securities Act, all investment advisers registered under Section 202 of the Securities Act must make post-registration filings with the Department. The Department will not accept incomplete or piecemeal filings. The post-registration filing shall contain the financial or operating report fee set forth in Section 412 of the Securities Act. Failure to file a complete report when due may result in the suspension or revocation of registration. The Department will consider requests that no enforcement action be taken regarding a delinquent filing pursuant to the provisions of 660:2-13-1.

(b) Report content. Registered investment advisers who have custody or possession of clients' funds or securities or require prepayment of advisory fees six (6) months or more in advance and in excess of $500.00 per client shall make one (1) post-registration report each fiscal year. Said filing shall contain the report filing fee specified in Section 412 of the Securities Act and an audited statement of financial condition as of the investment adviser's fiscal year end.

(c) Report filing dates. Post-registration filings become due on the last day of the fiscal year to which they apply; however a grace period is provided before a filing becomes delinquent. The filing must be made by the last day of the fourth month following the close of the registrant's fiscal year.

(a) Every investment adviser registered or required to be registered under the Securities Act shall make and keep true, accurate and current the following books and records relating to his investment advisory business:

(1) A journal or journals, including cash receipts and disbursements, records, and any other records of original entry forming the basis of entries in any ledger.

(2) General and auxiliary ledgers (or other comparable records) reflecting asset, liability, reserve, capital, income and expense accounts. In no event shall the general ledger be posted less than once a month.

(3) A record of each order given by the investment adviser for the purchase or sale of any security, of any instruction received by the investment adviser from the client concerning the purchase, sale, receipt or delivery of a particular security, and of any modification or cancellation of any such order or instruction. The record shall show the terms and conditions of the order, instruction, modification or cancellation; shall identify the person connected with the investment adviser who recommended the transaction to the client and the person who placed the order; and shall show the account for which entered, the date of entry, and the bank or broker-dealer by or through whom executed where appropriate. Orders entered pursuant to the exercise of discretionary power shall be so designated.

(4) All check books, bank statements, canceled checks and cash reconciliations of the investment adviser.

(5) All bills or statements (or copies thereof), paid or unpaid, relating to the business of the investment adviser as such.

(6) All trial balances, financial statements prepared in accordance with generally accepted accounting principles, and internal audit working papers relating to the business of such investment adviser. The trial balance shall be prepared no later than fifteen (15) business days after the end of the accounting period.

(7) Originals of all written communications received and copies of all written communications sent by the investment adviser relating to the business of the investment adviser, including, but not limited to:

(A) any recommendation made or proposed to be made and any advice given or proposed to be given,

(B) any receipt, disbursement or delivery of funds or securities, or

(C) the placing or execution of any order to purchase or sell any security; PROVIDED, HOWEVER:

(I) that the investment adviser shall not be required to keep any unsolicited market letters and other similar communications of general public distribution not prepared by or for the investment adviser, and

(ii) that if the investment adviser sends any notice, circular or other advertisement offering any report, analysis, publication or other investment advisory service to 2 or more persons, the investment adviser shall not be required to keep a record of the names and addresses of the persons to whom it was sent; except that if the notice, circular or advertisement is distributed to persons named on any list, the investment adviser shall retain with the copy of the notice, circular or advertisement a memorandum describing the list and the source thereof.

(8) A list or other record identifying all accounts in which the investment adviser is vested with any discretionary power with respect to the funds, securities or transactions of any client.

 

660:10-7-41. p2

(9) A copy of all powers of attorney and other evidences of the granting of any discretionary authority by any client to the investment adviser.

(10) A copy of all agreements entered into by the investment adviser with any client and all other agreements relating to the business of the investment adviser as such, including agreements which set forth the fees to be charged, the manner of computation and method of payment.

(11) A file containing a copy of each notice, circular, advertisement, newspaper article, investment letter, bulletin, or other communication, including any communication by electronic media, that the investment adviser circulates or distributes, directly or indirectly, to 2 or more persons (other than persons connected with the investment adviser), and if the notice, circular, advertisement, newspaper article, investment letter, bulletin, or other communication, including any communication by electronic media, recommends the purchase or sale of a specific security and does not state the reasons for the recommendation, a memorandum of the investment adviser indicating the reasons for the recommendation.

(12) A record of every transaction in a security in which the investment adviser or any investment adviser representative of the investment adviser has, or by reason of any transaction acquires, any direct or indirect beneficial ownership, except transactions effected in any account over which neither the investment adviser nor the investment adviser representative has any direct or indirect influence or control, and transactions in securities which are direct obligations of the United States. The record shall state the title and amount of the security involved; the date and nature of the transaction (i.e., purchase, sale or other acquisition or disposition); the price at which it was effected; and the name of the broker-dealer or bank with or through whom the transaction was effected. The record may also contain a statement declaring that the reporting or recording of any transaction shall not be construed as an admission that the investment adviser or investment adviser representative has any direct or indirect beneficial ownership in the security. A transaction shall be recorded no later than ten (10) days after the end of the calendar quarter in which the transaction was effected.

(13) A record of each customer account containing the name, address, date of birth, net worth and investment objectives of the beneficial owner of such account.

(14) Ledgers or other records itemized separately as to each account of every investment adviser representative of such investment adviser reflecting all purchases, sales, receipts and deliveries of securities and commodities for such account and all other debits and credits to such accounts. Said records shall reflect transactions as of the date they occur and should be prepared no later than the day following the transaction.

(15) A copy of the written supervisory procedures of the investment adviser.

(b) Every investment adviser registered or required to be registered under the Securities Act that has its principal place of business in a state other than Oklahoma shall be exempt from the requirements of this Section, provided the investment adviser is licensed in the state in which it maintains its principal place of business and is in compliance with that state’s books and records requirements. For purposes of this Subsection, the term "principal place of business" means "the executive office of the investment adviser from which the officers, partners, or managers of the investment adviser direct, control, and coordinate the activities of the investment adviser."

(c) All books and records required to be maintained under the provisions of (a) of this Section shall be maintained and preserved in an easily accessible place for a period of not less than five (5) years, the first two (2) years in the principal office of the investment adviser.

(a) Purpose. This rule is intended to set forth the standards of ethical practices for investment advisers and investment adviser representatives. Any noncompliance with the standards set forth in this Section will constitute unethical practices in the securities business as the same is set forth in Section 204(a)(2)(G) of the Securities Act. The standards shall be interpreted in such manner as will aid in effectuating the policy and provisions of the Securities Act, and so as to require that all practices of investment advisers and investment adviser representatives in connection with their activities in this state shall be just, reasonable and not unfairly discriminatory. The standards shall not be construed to apply to contracts made prior to the effective date hereof. The standards set forth in this Section and the disclosure delivery requirement set forth in 660:10-7-43 shall apply to all investment advisers and investment adviser representatives. An investment adviser or investment adviser representative whose registration has been suspended shall be considered as nonactive during the period of suspension for purposes of applying the provisions of the standards. Nevertheless, such persons shall have all of the obligations imposed by the Securities Act, these Standards of Ethical Practices and other applicable rules and regulations of the Administrator and/or the Commission.

(b) Standards. An investment adviser or investment adviser representative shall not engage in dishonest or unethical practices including, although not limited to, 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 or investment adviser representative.

(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 within ten (10) business days after the date of the first transaction placed pursuant to oral discretionary authority, unless the discretionary power relates solely to the price at which, or the time when, an order involving a definite amount of a specified security shall be executed, or both.

(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.

(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 investment adviser representative, or a financial institution engaged in the business of loaning funds.

(7) Loaning money to a client unless the investment adviser is a financial institution engaged in the business of loaning funds or the client is an affiliate of the investment adviser or investment adviser representative.

(8) To misrepresent to any advisory client, or prospective advisory client, the qualifications of the investment adviser or an investment adviser representative 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) Charging a client an unreasonable advisory fee.

 

 

660:10-7-42. p2

(10) Failing to disclose to clients in writing before any advice is rendered any material conflict of interest relating to the investment adviser or any of its employees which could reasonably be expected to impair the rendering of unbiased and objective advice including:

(A) Compensation arrangements connected with advisory services to clients which are in addition to compensation from such clients for such services; and

(B) Charging a client an advisory fee for rendering advice when a commission for executing securities transactions pursuant to such advice will be received by the investment adviser or its employees.

(11) Guaranteeing a client that a specific result will be achieved (gain or no loss) with advice which will be rendered.

(12) Publishing, circulating and distributing any advertisement which does not comply with Reg. § 275.206(4)-1, under the Investment Advisers Act of 1940.

(13) Disclosing the identity, affairs, or investments of any client unless required by law to do so, or unless consented to by the client.

(14) Taking any action, directly or indirectly, with respect to those securities or funds in which any client has any beneficial interest, where the investment adviser has custody or possession of such securities or funds when the investment adviser's action is subject to and does not comply with the requirements of Reg. § 275.206(4)-2 under the Investment Advisers Act of 1940.

(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 amount of prepaid fee to be returned in the event of contract termination or nonperformance, whether the contract grants discretionary power to the investment adviser or investment adviser representative and that no assignment of such contract shall be made by the investment adviser without the consent of the other party to the contract.

(16) Entering into, extending or renewing any investment advisory contract, if such contract contains any provision that limits or purports to limit any of the following:

(A) the liability of the investment adviser for conduct or omission arising from the advisory relationship that does not conform to the Securities Act, applicable federal statutes, or common law fiduciary standard of care;

(B) remedies available to the client at law or equity or the jurisdiction where any action shall be filed or heard; or

(C) applicability of the laws of Oklahoma with respect to the construction or interpretation of the provisions of the investment advisory contract.

(a) Disclosure delivery requirement. In furtherance of compliance with the Standards of Ethical Practices specified in 660:10-7-42, every investment adviser, registered or required to be registered under the Securities Act shall, in accordance with the provisions of this Section, furnish each advisory client and prospective advisory client with a written disclosure statement which may be a copy of Part II of its Form ADV including Schedule F, if applicable, or written documents containing at least the information then so required by Part II of the Form ADV including Schedule F, if applicable; provided however, delivery of the required statement need not be made in connection with entering into an investment company contract or a contract for impersonal advisory services.

(b) Time of delivery. An investment adviser shall deliver the statement required by (a) of this Section to an advisory client or prospective advisory client

(1) not less than 48 hours prior to entering into any written or oral investment advisory contract with such client or prospective client, or

(2) at the time of entering into any such contract, if the advisory client has a right to terminate the contract without penalty within five business days after entering into the contract.

For purposes of this Section, "entering into" does not include an extension or renewal without material change of any investment advisory contract which is in effect immediately prior to such extension or renewal.

(c) Annual delivery requirement. Unless exempted as provided in (a) of this Section, an investment adviser annually shall, without charge, deliver or offer in writing to deliver upon written request to each of its advisory clients the statement required by this Section. Any statement requested in writing by an advisory client pursuant to an offer required by this subsection must be mailed or delivered within seven (7) days of the receipt of the request.

(a) Audited statements. Applications for registration as investment advisers shall contain audited financial statements for the applicant as of the end of its last fiscal year.

(b) Unaudited interim financial statements. If the audited financial statements required in the preceding subsection are not current to within ninety (90) days of the date of filing, additional unaudited financial statements shall be submitted covering the period from the beginning of the current fiscal year through a month ending within the 90-day time frame.

(c) Sole proprietors. Investment advisers who are individuals or sole proprietorships, in lieu of audited financial statements, may provide financial statements that have been prepared in accordance with generally accepted accounting principles and which have been reviewed and reported upon by independent accountants in accordance with the standards for the review of financial statements promulgated by the American Institute of Certified Public Accountants.

(d) Exemption. The financial statement requirements specified in this Section shall not apply to an investment adviser unless the investment adviser has custody or possession of clients' funds or securities or requires prepayment of advisory fees six (6) months or more in advance and in excess of $500.00 per client.

(e) Waiver. The Administrator in his or her discretion may waive any of the requirements of this Section on a case-by-case basis when such action is determined to be consistent with the purposes fairly intended by the policy and provisions of the Securities Act. Requests for waivers shall be in writing setting forth the reasons therefor.

(a) Periodic examinations. The business and records of each investment adviser registered under the Securities Act may be periodically examined by the Administrator and/or person(s) designated by him at such times and in such scope as the Administrator determines prudent and necessary for the protection of the public. The investment adviser so examined shall pay to the Department the proper charges incurred in such examination as provided in Section 412 of the Securities Act and 660:10-7-46. A report of each such examination shall be prepared.

(b) Department access. Each investment adviser scheduled for examination shall provide the personnel of the Department access to business books, documents, and other records. Each investment adviser shall provide personnel with office space and facilities to conduct on-site examinations, and assistance in the physical inspection of assets and confirmation of liabilities. Failure of any applicant or registrant to comply with any provision hereof shall constitute a violation of this Section and shall be a basis for denial, suspension or revocation of the registration or application for registration.

Each person to be examined under Section 203 of the Securities Act and/or 660:10-7-45 promulgated thereunder, shall pay the proper charges for the examination. The Administrator may require prepayment of the charges by presenting the person to be examined with a statement setting forth an estimate of the total charges. Remittance shall be due within fifteen (15) days from the statement date. Any balance due for an examination shall be paid by the registrant within forty-five (45) days from the billing date and any refund of prepaid expenses shall be included with the registrant's copy of the examination report. Failure to remit a prepayment or a balance due in a timely manner shall be a basis for the suspension or revocation of registration.

(a) Prohibition. An investment adviser required to be registered pursuant to Section 201 of the Securities Act shall not pay a cash fee, directly or indirectly, to a solicitor with respect to solicitation activities unless:

(1) the investment adviser is registered under the Securities Act;

(2) the solicitor is not a person:

(A) subject to an administrative order issued under Section 204, 306 or 406 of the Securities Act or a similar administrative order issued by the administrator of another state securities agency, the SEC or a self-regulatory securities organization,

(B) convicted within the previous ten (10) years of any felony or misdemeanor involving a security or any aspect of the securities business, or

(C) permanently or temporarily enjoined by any court of competent jurisdiction from engaging in or continuing any conduct or practice involving any aspect of the securities business; and

(3) such cash fee is paid pursuant to a written agreement to which the investment adviser is a party.

(b) Written agreement. The written agreement required by paragraph (3) of subsection (a) of this Section shall:

(1) describe the solicitation activities to be engaged in by the solicitor on behalf of the investment adviser and the compensation to be received therefor;

(2) contain an undertaking by the solicitor to perform his duties under the agreement in a manner consistent with the instructions of the investment adviser and the provisions of the Securities Act and the rules thereunder;

(3) require that the solicitor, at the time of any solicitation activities for which compensation is paid or to be paid by the investment adviser, provide the customer with a current copy of the investment adviser's written disclosure statement required by 660:10-7-43 and a separate written disclosure document described in subsection (d) of this Section.

(c) Investment adviser responsibilities. The investment adviser shall receive from the client, prior to, or at the time of, entering into any written or oral investment advisory contract with such client, a signed and dated acknowledgment of receipt of the investment adviser's written disclosure statement and the solicitor's written disclosure document. In addition, the investment adviser shall ascertain whether the solicitor has complied with the agreement, and has a reasonable basis for believing that the solicitor has so complied.

(d) Disclosure by solicitor. The separate written disclosure document required to be furnished by the solicitor to the customer pursuant to subsection (b) of this Section shall contain the following information:

(1) the name of the solicitor;

(2) the name of the investment adviser;

(3) the nature of the relationship, including any affiliation, between the solicitor and the investment adviser;

(4) a statement that the solicitor will be compensated for his solicitation services by the investment adviser;

(5) the terms of such compensation arrangement, including a description of the compensation paid or to be paid to the solicitor; and

(6) the amount, if any, for the cost of obtaining his account the customer will be charged in addition to the advisory fee, and the differential, if any, among customers with respect to the amount or level of advisory fees charged by the investment adviser if such differential is attributable to the existence of any arrangement pursuant to which the investment adviser has agreed to compensate the solicitor for soliciting customers for, or referring customers to, the investment adviser.

No offer or sale of any security registered under the Securities Act may be made unless concurrent with the initial solicitation or immediately thereafter there is furnished to the prospective purchaser, a prospectus, in such form and containing such information as may be required pursuant to the Securities Act or the rules and regulations promulgated thereunder or by order of the Administrator, which prospectus has been previously filed with and approved by the Administrator for use; provided, no prospectus shall be required in connection with offers or sales of securities or transactions exempted by Section 401 of the Securities Act, except as may be specifically required by such Act or the rules and regulations promulgated thereunder or by order of the Administrator; and provided further, no prospectus shall be required, except as otherwise specifically required by the provisions of the Securities Act or the rules and regulations promulgated thereunder or by order of the Administrator, for use in connection with offers or sales of securities registered under Section 302(a)(2) of the Securities Act. In addition, after the effective date of the registration statement in the state of Oklahoma, all broker-dealers and agents effecting transactions in the securities registered under the Securities Act shall be required to deliver a prospectus prior to or concurrently with any transaction in said securities for the same time periods specified in Section 4(3) of the 1933 Act and Rule 174 adopted by the SEC (17 C.F.R. 230.174) in its most currently amended form as of the date of the filing of the application. Nothing in this rule obviates the need for registrants to comply with the provisions of Section 101 of the Securities Act.

(a) General requirements. In any instance where an escrow of the proceeds of sale of securities is determined to be in the public interest and necessary for the protection of investors, as a condition of registration the Administrator may require that the registrant deposit a specific percentage or amount of the proceeds from the sale of the registrant's securities in an acceptable depository pursuant to a written agreement between the registrant issuer and the depository. The proceeds shall be retained therein until a specific sum has been accumulated and the terms and conditions of the agreement have been performed.

(b) Filing requirement. Each escrow agreement shall be negotiated between the depositor and the depository and an executed copy filed with the Administrator.

(c) Required provisions. Each such escrow agreement shall substantially comply with the following guidelines and shall contain the following terms or information:

(1) the date of the agreement;

(2) the names and addresses of the depositor and the depository;

(3) the specified percentage or amount of gross proceeds from the sale of the securities involved to be deposited;

(4) the aggregate sum to be accumulated;

(5) the date on or before which such accumulation shall be completed;

(6) the conditions under which the escrowed funds are to be released to the depositor, or are to be refunded to the persons entitled thereto, and by whom and in what manner such refunding is to be effected;

(7) a provision that interest and other earnings, if any, from the escrowed funds shall be distributed to the public investors if the escrowed offering proceeds are refunded;

(8) a statement that neither release nor refunding of the escrowed funds is to be effected unless and until the depositor has given the Administrator and/or Commission ten (10) days written notice of the action to be taken. To be complete, such notice shall contain a sworn affidavit from the applicant that all the terms of the escrow agreement have been properly fulfilled.

(d) Prohibited provisions. An escrow agreement will not be acceptable, except upon unusual circumstances with prior approval of the Department, if the agreement:

(1) provides for the depositor to make any levy or assessment or to apply any lien on or against the escrowed funds. It is the intent and purpose hereof that all charges, fees, and costs incurred in respect to the escrow agreement and its performance be charged to and be borne by the depositor;

(2) provides for or permits credit towards or inclusion in the specific sum to be accumulated of any monies deposited in the account, including interest or other earnings directly attributable to the escrowed funds, if such monies constitute proceeds of any transaction or were derived from sources other than sales of the depositor's securities;

(3) provides for any rights of the depositor to require release of, or obligation on the part of the depository to release all or any part of the escrowed funds, except after accumulation in the fund of a specific sum on or before the date fixed by the escrow agreement for the accumulation to be completed.

(a) Definition. For purposes of this Section a "promotional or developmental stage company" means any entity that meets the definition in 660:10-1-3.

(b) Requirements. Registration statements filed under Sections 304.1 or 305 of the Securities Act or any exhibits filed therewith relating to securities of a promotional or developmental stage company must demonstrate in addition to meeting any other requirements that may apply, the issuer's ability to meet the following requirements:

(1) Taking into consideration the minimum net proceeds of the offering, past earnings, and accounts receivable, of the issuer, the prospectus must demonstrate the issuer's ability to operate for a period of at least six months without additional capital; or based on a business plan filed supplementally, the issuer must demonstrate its ability to operate for a period of at least 12 months. Any registrant may request that such business plan not be deemed filed with the registration statement and may request that it be held in confidence. A prospectus relating to an offering of debt securities must demonstrate the issuer's ability to service the debt. This can be demonstrated by submission of a compilation.

(2) No more than 25% of the proceeds of the offering net of offering costs shall be paid as remuneration to promoters, executive officers, directors or shareholders owning 10% or more of any class of outstanding stock of the issuer.

(3) The prospectus must demonstrate compliance with 660:10-9-35 regarding limitations on offering expenses and remuneration and with the NASAA statement of policy regarding promotional shares.

(4) Issuers shall not have granted, and shall agree not to grant in the future, options to acquire securities of the same class as those being offered, at an exercise price that is less than 85% of the fair market value of the securities at the time of the grant of the option. The prospectus shall disclose the dilution that would result from the exercise of all outstanding warrants or options to acquire securities of the same class as those being offered.

(5) The use of offering proceeds must be disclosed with specificity in the prospectus.

(c) Waiver provisions. The Administrator in his or her discretion may waive any of the above requirements upon written request of the registrant, if the Administrator finds that the requirement is not necessary to protect the public interest under the circumstances. Any such request shall be filed with the registration statement and shall indicate the reasons why the requirement is not necessary under the circumstances described in the registration statement.

(a) Application of guidelines. The guidelines or statements of policy, heretofore or hereafter adopted by NASAA, or its predecessors or successors, in their most currently amended form as of the date of the filing of the application, may be applied to the registration of securities pursuant to the Securities Act.

(b) Cross-reference sheet. Issuers, or interested persons on the issuer's behalf, as a condition to compliance with this section, shall prepare a cross-reference sheet setting out each section of the guideline relied upon pursuant to this rule, and reflecting the document and page numbers where compliance with each section of the selected guideline is disclosed. Any variance or failure to comply with particular sections of an accepted guideline shall be noted by the issuer or his attorney, and the reasons for the variance shall be fully stated.

(c) Waiver provisions. The Administrator in his or her discretion may waive any of the requirements of the guidelines or statements of policy upon written request of the registrant, if the Administrator finds that the requirement is not necessary to protect the public interest under the circumstances. Any such request shall be filed with the registration statement and shall indicate the reasons why the requirement is not necessary under the circumstances described in the registration statement.

(a) Issuer expenses. Expenses incurred by an issuer of securities (including the sponsor or general partners of a limited partnership expended or being reimbursed from partnership funds) in connection with an offering of securities shall not exceed 15% of the amount of securities actually sold. Such expenses shall include, but are not necessarily limited to, the following:

(1) Sales commissions or discounts, including expense allowances and warrants issued gratis or at nominal prices.

(2) Finders fees, advisory fees and similar fees however designated.

(3) Promotional or carried interests granted, or sold at a price substantially different from the public offering price, to an underwriter, broker-dealer or agent.

(4) Organizational expenses of recently formed issuers.

(5) Advertising directly associated with the sale of the public offering being registered.

(6) Attorney's fees for services in connection with the issue and sale of the securities and their qualification for sale under applicable laws and regulations.

(7) The cost of prospectuses, circulars and other documents required to comply with such laws and regulations.

(8) Other expenses directly incurred in connection with such qualifications and compliance with such laws and regulations (filing fees and investigation fees prior to registration).

(9) Cost of authorizing and preparing the securities and documents relating thereto, including issue taxes and stamps.

(10) Charges of transfer agents, registrars, indenture trustees, escrow holders, depositories, auditors, and of engineers, appraisers, and other experts.

(11) Those expenses required to be itemized in Part II of a registration statement filed with the SEC, and with an application for registration by coordination pursuant to Section 303 of the Securities Act.

(b) Underwriters' or broker-dealers' remuneration. Remuneration received directly or indirectly by any underwriter, broker-dealer, agent, or any other person performing similar functions, for effecting or attempting to effect transactions in securities, shall not exceed 15% of the sales price of the securities sold in each transaction, regardless of by whom such remuneration is paid. Further, the aggregate amount of remuneration received directly or indirectly by all underwriters, broker-dealers, agents, or other persons performing similar functions for effecting or attempting to effect transactions in securities, shall not exceed 15% of the aggregate amount of securities actually sold. For the purpose of this rule (including subsection (a) above and 660:10-9-36) an interstate (or other jurisdiction) offering of securities shall be viewed in its entirety. Remuneration shall include, but is not necessarily limited to, the following:

(1) Sales commissions or discounts, including expense allowances and warrants issued gratis or at nominal prices.

(2) Finders fees, advisory fees and similar fees, however designated.

(3) Promotional or carried interests granted, or sold at a price substantially different from the public offering price.

(c) Disclosure of expenses and remuneration. The aggregate amounts (or good faith estimates of such amounts) of sales commission and offering expenses paid by an issuer of securities as discussed in subsection (a) above and remuneration to be received by the seller of securities as discussed in subsection (b) above, shall be clearly disclosed in the prospectus, offering circular, private placement memorandum or other offering document.

660:10-9-35. p2

(d) Waiver. Where good cause is shown, the Administrator may waive or modify the percentage limitations set forth in this Section. Consideration of such requests shall be on a case-by-case basis and only pursuant to a written request setting forth the reasons therefor.

(a) Requirement. Where an issuer is a promotional or developmental stage company as defined in 660:10-1-3, the ratio of equity investment by promoters or insiders must be determined as reasonable and equitable in light of the facts and circumstances presented in each particular case. Cases where the fair value of such equity investment is less than 10% of the total offering are discouraged, and in such instances, the proponents of the registration shall have the burden of establishing that the offering is being made without unfair or unreasonable amounts of promoters' profits or participation, as provided in Section 306(a)(2)(F) of the Securities Act.

(b) Presumption. In those instances where only 5% or more has been contributed by promoters or organizers, but where they have entered into bona fide and binding subscription contracts exercisable within one year with the new enterprises for capital stock representing the difference between the amount contributed and 10%, then the burden of proof established herein will be deemed to have been satisfied.

(c) Determination of equity investment. The fair value of equity investment shall be deemed to mean the total of all sums conveyed to the issuer in the form of paid-in or contributed cash or other assets with an established or determinable value. In those cases where the issuer has experienced losses from operations, the fair value of equity investment shall be the net worth of the issuer as of the date of the proposed offering determined in accordance with generally accepted accounting principles.

(d) Burden of proof. The burden of justifying as equitable the quantity of promotional securities to be issued for assets so conveyed, and of establishing reasonable or market value of said assets, shall rest with the applicant.

(a) Registration renewal. Pursuant to Section 305(h) of the Securities Act, every registration statement ordered effective is effective for one (1) year from its effective date, and certain registration statements may be effective for any longer period during which the security is being offered. Registration statements, the effectiveness of which is to continue beyond one (1) year from their effective date, must have their effectiveness renewed annually. A renewal of the effectiveness of a registration statement may be obtained by submitting a registration renewal report to keep the information contained in the registration statement reasonably current and by paying appropriate fees.

(1) Time of filing. Each registration renewal report shall be submitted no more than thirty (30) days before or thirty (30) days after each anniversary of the registration effective date.

(2) Content. Each registration renewal report submitted shall contain:

(A) a written summary of any substantive changes in the registration statement since the later of the date of registration or the latest filing of a registration renewal report; and

(B) a copy of the latest post-effective amendment to the registration statement as filed with the SEC that has been marked for changes from the prior version of the registration statement as filed with the SEC; or, if not registered with the SEC, the proposed amendment to the registration statement that has been marked for changes from the prior version of the registration statement as filed with the Department.

(3) Examination of report. Pursuant to Section 405(e) of the Securities Act, the Department shall conduct a special examination of each registration renewal report filed. The purpose for such special examination shall be to evaluate the reported changes in the registration statement and to determine whether the registration should continue. The examination report shall consist of notification to the registrant of the status of the registration.

(4) Fee. Each registration renewal report filed shall be accompanied by the examination fee set forth in Section 412(b) of the Securities Act.

(b) Sales reporting. Pursuant to Section 305(i) of the Securities Act, and so long as a registration statement is effective, the Administrator may require the applicant, the issuer, or the broker-dealer to file reports not more often than quarterly to disclose the progress of the offering. Unless the Administrator requires more frequent sales reporting by request as to a specific registered security, a person who has filed a registration statement that has been ordered effective shall file one (1) registration sales report to disclose the progress of the offering for the initial one (1) year period of effectiveness and for each one (1) year renewal period of effectiveness thereafter.

(1) Time of filing. Each registration sales report shall be submitted no later than thirty (30) days after each anniversary of the effective date of the registration, or no later than thirty (30) days after the termination of the offering, whichever is earlier.

(2) Content. Each registration sales report submitted shall contain:

(A) the file number of the registration of securities to which the registration sales report relates;

(B) a statement as to whether the offering has been completed; and

(C) the dollar amount of each class of securities sold in the state for the entire one (1) year period of the registration, or from the beginning of the one (1) year period of registration through the completion of the offering, as applicable, in substantially the following form:

660-10-9-51. p2

Balance unsold at beginning of period $      

ADD: Additional authorizations      

LESS: Amount sold during period      

Balance unsold at end of period $      

(3) Fee. Each registration sales report filed shall be accompanied by an issuer sales report fee as required in Section 412(a) of the Securities Act.

(c) Piecemeal filings. Any report required under this Section is not considered filed if it is incomplete. Piecemeal filings shall not be accepted.

(d) Delinquent filings. Failure to file any report required under this Section on a timely basis shall constitute a basis for suspension or revocation of registration. The Department will consider requests that no enforcement action be taken regarding a delinquent filing pursuant to the provisions of 660:2-13-1.

(a) Examination of application. The Department shall conduct a special examination of each application for registration under Sections 302, 303, 304, or 304.1 of the Securities Act to determine the adequacy of disclosure and to fulfill the Department's obligations under Section 306 of the Securities Act. This examination shall be based upon material contained in the Registration Statement and any other documentation which the applicant may be required to submit. Each application for registration shall be accompanied by the examination fee set forth in Section 412(b) of the Securities Act. The examination report shall consist of the Department's written comments regarding the filing.

(b) On-site examinations of issuers. The business and records of issuers registered pursuant to Sections 302, 303, 304, or 304.1 of the Securities Act may be subject to periodic on-site examinations by the Administrator, and/or his designee, at such times as he determines necessary for the protection of the public. The Division of Registrations shall prepare a special report of every such examination.

(c) Department access. Each issuer scheduled for examination shall provide the personnel of the Department access to business books, documents, and other records. Each issuer shall provide personnel with office space and facilities to conduct on-site examinations, and assistance in the physical inspection of assets and confirmation of liabilities. Failure of any applicant or registrant to comply with any provision hereof shall constitute a violation of this Section and shall be a basis for denial, suspension or revocation of the registration or application for registration.

(d) Charges incurred. Each person to be examined under Section 405(e) of the Securities Act and subsection (b) of this Section shall pay the proper charges for the examination. The Administrator may require prepayment of the charges by presenting the person to be examined with a statement setting forth an estimate of the total charges. Remittance shall be due within fifteen (15) days from the statement date. Any balance due for an examination shall be paid by the registrant within forty-five (45) days from the billing date, and any refund of prepaid expenses shall be included with the registrant's copy of the examination report. Failure to remit a prepayment or a balance due in a timely manner shall be a basis for the suspension or revocation of registration. The total of the actual charges for an on-site examination of an issuer shall be reduced by the amount of any examination fee required by Section 412(b) remitted by the registrant during the then current Departmental fiscal year (twelve months ending June 30.) For the purposes hereof actual charges for an on-site examination shall include, but are not necessarily limited to the following:

(1) Time spent by Department personnel in traveling to and from the examination site, conducting the examination, and preparing the examination report. Such time will be billed at $25.00 per employee hour with a minimum charge per examination of $200.00.

(2) Travel expenses for meals, lodging, transportation and other related expenses.

(3) The cost of supplies, materials, photocopying and postage.

Section

660:10-11-1. Definitions

660:10-11-2. Commissions

660:10-11-3. Number of purchasers

660:10-11-4. Integration of offerings

660:10-11-21. Section 401(a)(6) notice filing

660:10-11-22. Commercial paper exemption

660:10-11-23. Manual exemption

660:10-11-41. Evidence of unsolicited orders [REVOKED]

660:10-11-42. Interpretation of 'existing security holders'

660:10-11-43. Section 401(b)(10)(B) notice filing

660:10-11-44. Section 401(b)(15) notice filing

660:10-11-45. Section 401(b)(19) notice filing

660:10-11-47. Exemption list [REVOKED]

660:10-11-48. Exchange/national market system exemption-issuer transaction

660:10-11-49. Exchange/national market system exemption-nonissuer transaction

660:10-11-50. Uniform limited offering exemption

The following words and terms, when used in this Subchapter, shall have the following meaning, unless the context clearly indicates otherwise:

"Enterprise" means a corporation, general partnership, limited partnership, joint venture and any other formal or informal entity, association or arrangement (other than a sponsor) in which the investors' rights, interests or participation constitute "securities" as defined by Section 2 of the Securities Act; and

"Sponsor" means any natural person, corporation, general partnership, limited partnership, joint venture or other entity which is directly or indirectly instrumental in organizing an enterprise or which will manage or participate in the management of an enterprise.

(a) Definition. As used in Sections 201(a)(3)(C)(i) and 401(b) of the Securities Act, the term "commission" shall mean any economic benefit paid or given, directly or indirectly, for the offering, selling or purchasing of a security whether in the form of money or its equivalent, or any real or personal property or interest therein, or otherwise. Such economic benefit shall be presumed to be paid or given for the offer, sale or purchase of a security if the amount of such benefit is based on the amount of securities offered, sold or purchased or is an inducement for an offer, sale or purchase.

(b) Exceptions. Notwithstanding subsection (a) of this Section, the following do not constitute a commission:

(1) Benefit for property purchased or services performed.

(A) A benefit paid or given, whether or not such benefit is paid from the proceeds of the sale of a security of an enterprise or is related to the sale of a security of an enterprise, if such benefit is paid or given for property purchased or services performed so long as:

(I) the property or services are reasonably related to the present or proposed business of the enterprise, and

(ii) the amount or value of the benefit paid or given is competitive with the amounts charged or paid in the same or comparable areas by persons not affiliated with the enterprise who are engaged in the business of rendering comparable services or providing comparable property.

(B) Payment to independent third party professional engineers, geologists, accountants, attorneys, or such other persons for professional services rendered or to be rendered for the enterprise does not constitute a commission.

(2) Promotional or other interest of sponsor.

(A) Any promotional or other interest of a sponsor of an enterprise in the revenues, assets or equity of the enterprise which is proportionately greater than the capital invested by such sponsor in the enterprise or the total costs and expenses of the enterprise borne by or charged to such sponsor, if:

(I) the interest received is reasonable or customary in the industry in which the enterprise operates or proposes to operate; and

(ii) the sponsor or entity receiving such interest has or will have substantial duties unrelated to the sale of a security in connection with the enterprise.

(B) For the purpose of this paragraph, the type and amount of interests allowed under any applicable guidelines adopted by NASAA or any other guidelines adopted by the Department for public offerings registered with the Department shall be presumed reasonable and customary.

(3) Compensation to officer, director, partner or employee. The payment of compensation to an officer, director, partner or employee of an enterprise or its sponsor if:

(A) such payment is not directly or indirectly related to the offer or sale of a security;

(B) the officer, director, partner or employee is a bona fide officer, director, partner or employee who has substantial duties that are unrelated to the sale of a security; and

(C) the officer, director, partner or employee's activity involving the offer or sale of a security is strictly incidental to such person's bona fide primary work duties.

(c) Presumptions. No presumption shall arise that a benefit constitutes a commission if the relevant conditions described in subsection (b) of this Section are not satisfied. The burden of proving that the conditions of this rule have been met remains with the person claiming an exemption addressed by this rule.

(a) Exclusions. For purposes of computing the number of persons to whom sales of the issuer's securities are made pursuant to Sections 401(b)(10)(A) and 401(b)(16) of the Securities Act, sales to the following purchasers shall be excluded:

(1) any relative, spouse or relative of the spouse of a purchaser who has the same principal residence as such purchaser;

(2) any trust or estate in which a purchaser and any of the persons related to him as specified in paragraph (1) of this subsection or paragraph (3) of this subsection collectively have more than 50% of the beneficial interest (excluding contingent interests);

(3) any corporation or other organization of which a purchaser and any of the persons related to him as specified in paragraphs (1) or (2) of this subsection collectively are beneficial owners of more than 50 percent of the equity securities (excluding directors' qualifying shares) or equity interests.

(b) Entities as purchasers. A corporation, partnership, or other entity shall be counted as one purchaser. If, however, that entity is organized for the specific purpose of acquiring the securities offered and is not an accredited investor as defined in Section 501 of Regulation D, then, each beneficial owner of equity interests or equity securities in such entity shall count as a separate purchaser.

(c) Sales to certain clients or customers. Sales to clients of an investment adviser, customers of a broker or dealer, a trust administered solely by a bank trust department or persons with similar relationships, shall be considered as separate sales for purposes of this Section regardless of the amount of discretion given to the investment adviser, broker or dealer, bank trust department, or other persons to act on behalf of the client, customer or trust.

(d) Joint or common ownership. A sale to persons who acquire the securities as joint tenants, or as tenants in common, shall be counted as sales to each tenant unless otherwise covered by the rules of attribution provided by this Section.

(a) General. An offering made by an issuer attempting to rely on the exemptions from registration provided by Sections 401(b)(10)(A) and 401(b)(10)(B) of the Securities Act, and 660:10-11-50 must be separate and distinct from any other offering. Offers and sales of an offering will be deemed integrated with offers and sales of another offering when a review of the integration factors provided by subsection (b) below indicates that the offers and sales are part of a larger offering. Integration may occur between two (2) claimed exempt offerings as well as between a claimed exempt offering and a registered offering.

(b) Factors. The following five (5) factors are deemed relevant to a determination as to whether or not two (2) different offerings are in fact integrated and thus part of a larger offering:

(1) the different offerings are part of single plan of financing;

(2) the offerings involve the issuance of the same class of security;

(3) the offerings are made at or about the same time;

(4) the same type of consideration is to be received;

(5) the offerings are made for the same general purpose.

(c) Case by case determination. Determination as to whether or not integration has occurred between two offerings shall be made on a case by case basis. The presence of all the integration factors shall not be required to establish the integration of two (2) offerings.

660:10-11-5. Definition of Accredited Investor [REVOKED]

(a) Notice filing. Issuers relying upon the exemption from registration in Section 401(a)(6) of the Securities Act shall file a written notice with the Administrator at least ten (10) full business days prior to the first offering of sale pursuant to such claim. Such notice shall include:

(1) the identity of the issuer;

(2) the amount and type of securities to be sold pursuant to the exemption;

(3) a description of the use of proceeds of the securities;

(4) the person or persons by whom offers and sales will be made; and

(5) the fee required by Section 412 of the Securities Act.

(b) Offering document. The notice filed with the Administrator shall be accompanied by the offering document, if any, to be utilized in connection with the offer and sale of the securities.

(a) Securities exempt. The term commercial paper shall be defined as including only prime quality negotiable notes, drafts, bills of exchange or bankers acceptance or a type not ordinarily purchased by the general public, that is issued to facilitate the financing of well recognized types of current business requirements and is not advertised for sale to the general public. In this regard, the exemption is not available for the unregistered public offering of promissory or collateral trust notes or similar evidences of a debt of any issuer directly to public investors through such channels as public advertisements or solicitation letters addressed to customers of the issuer.

(b) Limitation on amount. Commercial paper may not be sold in denominations of less than $25,000.00.

(c) Use of proceeds. The proceeds from commercial paper may be utilized in any manner which has been indicated to be acceptable in a no-action interpretive opinion from the SEC's Division of Corporation Finance or in compliance with specific existing SEC guidelines as expressed in regulations, releases, no-action letters to other issuers or published in any other form and relating to the issuance of commercial paper pursuant to the exemption from registration provided by Section 3(a)(3) of the 1933 Act, governing such issuance.

(d) Qualification of issuer. Issuers of commercial paper must, as of the date of issuance, have a net worth of $500,000.00 and may not issue commercial paper in an aggregate amount of more than twenty (20) times the issuer's average consolidated annual net earnings determined in accordance with generally accepted accounting principles for the three (3) most recent years or, in the alternative, have an existing unused line of credit in an amount at least equal to the total of its commercial paper outstanding at any time which the issuer has committed to insure payment of its commercial paper, and which line of credit is established in writing by a bank, savings institution or trust company organized and supervised under the laws of any state or the United States provided that the amount of the line of credit is within the statutory lending limits of the issuing bank, savings institution or trust company.

(e) Antifraud provisions. It should be emphasized that Section 401(a)(7) of the Securities Act, if available, affords an exemption only from the registration requirements of Section 301 of the Securities Act and that the civil liabilities of Section 408 of the Securities Act and the antifraud provisions of Section 101 of the Securities Act are still applicable.

(a) Recognized securities manuals. The publications which shall be recognized by the Administrator for purposes of the exemption from registration set forth in Section 401(b)(2) of the Securities Act shall be as follows:

(1) Best's Insurance Reports, Life-Health

(2) Moody's Industrial Manual

(3) Moody's International Manual

(4) Standard & Poor's Corporation Records

(b) Additional requirements. To be eligible for the exemption from registration provided by Section 401(b)(2) of the Securities Act, the following additional conditions must be met:

(1) All information specified as required to be contained in the recognized securities manuals pursuant to Section 401(b)(2) of the Securities Act must be given to the purchaser with the confirmation by providing the purchaser with a copy of either:

(A) the information contained in the manual listing; or

(B) the information maintained by the broker-dealer effecting the transaction that is required to be kept by such broker-dealer pursuant to the requirements of SEC Rule 15c2-11 promulgated under the provisions of the 1934 Act.

(2) The information required under paragraph (1) of this Subsection must be reasonably current in all material respects. The time for determining whether the information is current is at the date of the particular sale not the date the manual listing is published. For purposes of this paragraph, the term "reasonably current" shall have the meaning set forth in SEC Rule 15c2-11.

(3) The financial statements of the issuer required pursuant to Section 401(b)(2) of the Securities Act must be audited by an independent public accountant in accordance with generally accepted auditing standards, presenting fairly, in all material respects, the financial condition of the issuer; provided, if the issuer is an entity formed and operating under the laws of a foreign jurisdiction, the financial statements shall be audited in accordance with the auditing standards applicable in its jurisdiction of formation and operation.

(4) The issuer of the security, including any predecessors, has either:

(A) been in continuous business or operations for at least two (2) years, unless the issuer is an insurance company in which event it shall have been in business for at least five (5) years; or

(B) had a class of equity securities registered under Section 301 of the Securities Act within the past five (5) years.

(C) As used in this paragraph, "business or operations" means actual activities related to its current business or operations and shall not include merely holding funds or assets for future use.

(5) Sales must be made by a broker-dealer, either as principal or agent, who is registered under the provisions of Section 201 of the Securities Act.

(6) The securities must be offered or sold at a price reasonably related to the current market price of such securities.

(7) The securities must be issued and outstanding. The exemption is not available for issuer transactions. For purposes of this paragraph, "issuer" shall include all officers, directors and controlling (5% or more) shareholders of the issuer.

(8) The security does not constitute the whole or any part of an unsold allotment to, or subscription or participation by, the broker-dealer as an underwriter of the security.

(c) Restriction for promotional or developmental stage companies. This exemption may not be used to evade the registration requirements of Section 301 of the Securities Act. Accordingly, transactions in reliance on this exemption for the securities of an issuer which is a promotional or developmental stage company as defined in 660:10-1-3, involving securities that

660-10-11-23. p2

have not been registered for offer or sale in the state of Oklahoma and which securities would not have met the requirements for registration set forth in Sections 302 through 304.1 of the Securities Act and the rules promulgated thereunder, had the securities been filed for registration pursuant to such sections of the Securities Act, may be deemed to have violated this requirement unless proven otherwise.

(d) Exemption. The requirements of paragraph 1 of subsection (b) of this Section, shall not apply to the sale of the securities of an issuer who has net tangible assets in excess of $10,000,000.00 (U.S.) as determined by its most recent audited financial statements. For foreign issuers, the net tangible asset value may be determined by applying the exchange rate in effect as of the date of the financial statement relied upon unless there has been a material change in such exchange rate after the date of the financial statement that would reduce by greater than 20% the value in U.S. dollars. In that event, the exchange rate applied should be the rate effective as of the last day of the preceding month. Nothing herein shall release the broker-dealer effecting the transaction from its obligation to maintain the information required by SEC Rule 15c2-11 and to deliver any such information to any person involved in a transaction effected in the security, upon request by such person.

For purposes of the exemption from registration set forth in Section 401(b)(12) of the Securities Act, the term "existing security holder" shall not include a person who is a security holder of an issuer only by the receipt of securities as a gift by said issuer; consequently, the exemption from registration set forth in Section 401(b)(12) of the Securities Act would not be available in connection with transactions to such security holders. For purposes of this rule, a distribution of securities shall be deemed to be a gift if the security holder does not give consideration in exchange for the securities.

(a) Introduction. Subparagraph (B) of Section 401(b)(10) of the Securities Act contains substantive requirements which must be strictly adhered to before an issuer may validly rely on the exemption from registration. This rule is designed to interpret the terms and provisions of Section 401(b)(10)(B) of the Securities Act and to provide substantive guidelines to insure the availability of the exemption for an issuer's offering.

(b) Notice of sales. A notice of sales pursuant to Section 401(b)(10)(B)(iii) of the Securities Act must be filed as provided in this Subsection.

(1) Notice. Issuers relying upon the exemption from registration in Section 401(b)(10)(B) of the Securities Act shall file with the Administrator one (1) signed copy of each notice of sales on Form D filed with the SEC and at the same times as filed with the SEC provided the initial notice of sales may be filed with the Administrator no later than fifteen (15) days after the first sale of securities subject to the Securities Act.

(2) Fee. The first notice of sales filed with the Administrator in connection with such offering shall include the fee set forth in Section 412 of the Securities Act.

(3) Time of filing. A notice shall be considered filed with the Administrator as of the date on which it is received at the Administrator's office, or as of the date on which the notice is mailed by means of United States registered or certified mail to the Administrator's office if the notice is delivered to such office after the date on which it is required to be filed.

(c) Disqualifying provision. Failure to comply with subsection (b) of this Section shall not result in the loss of availability of the exemption pursuant to Section 401(b)(10)(B) of the Securities Act unless the issuer, any of its predecessors or affiliates have been subject to a cease and desist order of the Administrator or any order, judgment, or decree by another state securities agency, the SEC or any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with subsection (b) of this Section or Rule 503 of Regulation D. This subsection shall not apply if the Administrator determines, upon a showing of good cause, that it is not necessary under the circumstances that the exemption be denied. Requests for waivers of the disqualifying provision of this subsection shall be in writing setting forth the reasons therefor.

(a) Notice filing. Issuers relying upon the exemption from registration in Section 401(b)(15) of the Securities Act shall file a written notice with the Administrator at least ten (10) full business days prior to the first offering of sale pursuant to such claim. Such notice shall include:

(1) the identity of the issuer;

(2) the amount and type of securities to be sold pursuant to the exemption;

(3) a description of the use of proceeds of the securities;

(4) the person or persons by whom offers and sales will be made; and

(5) the fee required by Section 412 of the Securities Act.

(b) Offering document. The notice filed with the Administrator shall be accompanied by the offering document, if any, to be utilized in connection with the offer and sale of the securities.

To qualify a transaction in a security for the exemption from registration provided by Section 401(b)(19) of the Securities Act, a filing must be made with the Department on the same form as would be required to register the security under Section 12 of the 1934 Act and additional filings must be made at such times as would be required under the provisions of Sections 13 or l5 of the 1934 Act. The initial filing shall be accompanied by the fee specified in Section 412 of the Securities Act. Subsequent filings shall be accompanied by a fee of $50.00 for each filing.

660:10-11-46. Exemption for certain reporting companies [REVOKED]

(a) For purposes of Section 401(b)(20) of the Securities Act, the Administrator hereby approves the following national securities exchanges:

(1) The New York Stock Exchange;

(2) The American Stock Exchange;

(3) Chicago Board Options Exchange;

(4) Pacific Stock Exchange, Tier 1; and

(5) Philadelphia Stock Exchange, Tier 1.

(b) For purposes of Section 401(b)(20) of the Securities Act the Administrator hereby approves the following national market system: NASDAQ National Marketing System as operated by the NASD.

(a) For purposes of Section 401(b)(21) of the Securities Act, the Administrator hereby approves the following national securities exchanges:

(1) New York Stock Exchange;

(2) American Stock Exchange;

(3) Chicago Board Options Exchange;

(4) Midwest Stock Exchange;

(5) Philadelphia Stock Exchange; and

(6) Pacific Stock Exchange.

(b) For purposes of Section 401(b)(21) of the Securities Act, the Administrator hereby approves the following national market system: NASDAQ National Marketing System as operated by the NASD.

(a) Preliminary notes.

(1) Nothing in this exemption is intended to or should be construed as in any way relieving issuers or persons acting on behalf of issuers from providing disclosure to prospective investors adequate to satisfy the antifraud provisions of this state's securities laws.

(2) In view of the objective of this Section and the purposes and policies underlying the Securities Act, the exemption is not available to any issuer with respect to any transaction which, although in technical compliance with this Section, is part of a plan or scheme to evade registration or the conditions or limitations explicitly stated in this Section.

(3) Nothing in this Section is intended to relieve registered broker-dealers or agents from the due diligence, suitability, or know your customer standards or any other requirements of law otherwise applicable to such registered persons.

(b) Terms of the exemption. By authority delegated to the Administrator in Section 401(b)(22) of the Securities Act, the following transaction is determined to be a type of transaction for which registration is not necessary or appropriate for the protection of investors and which is exempt from the registration provisions of the Securities Act: any offer or sale of securities offered or sold in compliance with the 1933 Act, Regulation D, Rules 230.505 and/or 230.506, including any offer or sale made exempt by application of Rule 508(a) and which satisfies the following further conditions and limitations:

(1) No commission, fee or other remuneration shall be paid or given, directly or indirectly, to any person for soliciting any prospective purchaser in this state unless such person is appropriately registered in this state. It is a defense to a violation of this paragraph if the issuer sustains the burden of proof to establish that he or she did not know and in the exercise of reasonable care could not have known that the person who received a commission, fee or other remuneration was not appropriately registered in this state.

(2) No exemption under this Section shall be available for the securities of any issuer if any of the parties described in the 1933 Act, Regulation A, Rule 230.252 sections (c), (d), (e) or (f):

(A) Has filed a registration statement which is subject to a currently effective registration stop order entered pursuant to any state's securities law within five (5) years prior to the filing of the notice required under this exemption.

(B) Has been convicted within five (5) years prior to the filing of the notice required under this exemption of any felony or misdemeanor in connection with the offer, purchase or sale of any security or any felony involving fraud or deceit, including, but not limited to, forgery, embezzlement, obtaining money under false pretenses, larceny or conspiracy to defraud.

(C) Is currently subject to any state administrative enforcement order or judgment entered by that state's securities administrator within five years prior to the filing of the notice required under this exemption or is subject to any state's administrative enforcement order or judgment in which fraud or deceit, including, but not limited to, making untrue statements of material facts and omitting to state material facts, was found and the order or judgment was entered within five (5) years prior to the filing of the notice required under this exemption.

(D) Is subject to any state's administrative enforcement order or judgment which prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of securities.

(E) Is currently subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminarily restraining or enjoining, or is subject to any order, judgment or decree of any court of competent jurisdiction, permanently restraining or enjoining, such party from engaging in or continuing any conduct or practice in connection with

 

660:10-11-50. p2

the purchase or sale of any security or involving the making of any false filing with the state entered within five (5) years prior to the filing of the notice required under this exemption.

(F) The prohibitions of (A), (B), (C) and (E) of this paragraph shall not apply if the person subject to the disqualification is duly licensed or registered to conduct securities related business in the state in which the administrative order or judgment was entered against such person or if the broker/dealer employing such party is licensed or registered in this state and the Form BD filed with this state discloses the order, conviction, judgment or decree relating to such person. No person disqualified under this paragraph may act in a capacity other than that for which the person is licensed or registered.

(G) Any disqualification caused by this paragraph is automatically waived if the Administrator determines upon a showing of good cause that it is not necessary under the circumstances that the exemption be denied.

(H) It is a defense to a violation of this paragraph if the issuer sustains the burden of proof to establish that he or she did not know and in the exercise of reasonable care could not have known that a disqualification under this paragraph existed.

(3) The issuer shall file with the Administrator one (1) signed copy of each notice on Form D filed with the SEC and at the same times as filed with the SEC, provided that:

(A) The initial notice of sales may be filed with the Administrator no later than fifteen (15) days after the first receipt of consideration or the delivery of a subscription agreement by an investor in this state which results from an offer being made in this state, in reliance upon this exemption. The initial notice shall contain an undertaking by the issuer to furnish to the Administrator, upon written request, the information furnished by the issuer to offerees.

(B) Unless otherwise available, included with or in the initial notice shall be a consent to service of process.

(C) Every person filing the initial notice provided for in (A) of this paragraph shall pay the exemption notification fee required by Section 412 of the Securities Act.

(4) In all sales to nonaccredited investors in this state one of the following conditions must be satisfied or the issuer and any person acting on its behalf shall have reasonable grounds to believe and after making reasonable inquiry shall believe that one of the following conditions is satisfied:

(A) The investment is suitable for the purchaser upon the basis of the facts, if any, disclosed by the purchaser as to the purchaser's other security holdings, financial situation and needs. For the purpose of this condition only, it may be presumed that if the investment does not exceed 10% of the investor's net worth, it is suitable.

(B) The purchaser either alone or with his/her purchaser representative(s) has such knowledge and experience in financial and business matters that he/she is or they are capable of evaluating the merits and risks of the prospective investment.

(c) Substantial compliance. A failure to comply with a term, condition or requirement of (1), (3) and (4) of (b) of this Section will not result in the loss of the exemption from the requirements of Section 301 of the Securities Act for any offer or sale to a particular individual or entity if the person relying on the exemption shows:

(1) the failure to comply did not pertain to a term, condition or requirement directly intended to protect that particular individual or entity; and

(2) the failure to comply was insignificant with respect to the offering as a whole; and

660:10-11-50. p3

(3) a good faith and reasonable attempt was made to comply with all applicable terms, conditions and requirements of (1), (3) and (4) of (b) of this Section.

(d) Action by Administrator. Where an exemption is established only through reliance upon (c) of this Section, the failure to comply shall nonetheless be actionable by the Administrator under the Securities Act.

(e) Reliance on other exemptions. Transactions which are exempt under this Section may not be combined with offers and sales exempt under any other rule or any Section of the Securities Act; however, nothing in this limitation shall act as an election. Should for any reason the offer and sale fail to comply with all of the conditions of this exemption, the issuer may claim the availability of any other applicable exemption.

(f) Waiver of terms. The Administrator may, by rule or order, increase the number of purchasers or waive any other conditions of this exemption.

(g) Title. The exemption authorized by this Section shall be known and may be cited as the "Uniform Limited Offering Exemption."

Section

660:10-13-1. Purpose

660:10-13-2. Definitions

660:10-13-3. Filing requirements

660:10-13-4. Content

The rules of this Subchapter are adopted to provide procedures for complying with the provisions of Section 402 of the Securities Act relating to sales literature.

The following words and terms, when used in this Subchapter, shall have the following meaning, unless the context clearly indicates otherwise:

"Sales literature" means material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone solicitation or tape recording, videotaped display, signs, billboards, motion pictures, telephone directories (other than routine listings), other public media and any other written communication distributed or made generally available to customers or the public including, but not limited to, prospectuses, pamphlets, circulars, form letters, seminar texts, research reports, surveys, performance reports or summaries and reprints or excerpts of other sales literature or advertising to include publications in electronic format.

"Sales literature package" means all submissions of Sales Literature to the Department under one posting or delivery relating to a specific issue of securities.

(a) Requirement of filing. Section 402 of the Securities Act requires a filing of all Sales Literature for review and response by the Administrator before use or distribution in Oklahoma. A complete filing shall consist of the Sales Literature Package, the fee specified in Section 412 of the Securities Act and a representation by the applicant, issuer or broker-dealer, that reads substantially as follows: "I ------hereby attest and affirm that the enclosed sales literature or advertising package contains no false or misleading statements or misrepresentations of material facts, and that all information set forth therein is in conformity with the Company's most recently amended registration statement as filed with the Oklahoma Department of Securities on or about-----."

(b) Exemption from filing. The following types of Sales Literature are excluded from the filing requirements set forth herein:

(1) Sales Literature which does nothing more than identify a broker-dealer and/or offer a specific security at a stated price;

(2) Internal communications that are not distributed to the public;

(3) Prospectuses, preliminary prospectuses, prospectus supplements and offering circulars which have been filed with the Department as part of a registration statement, including a final printed copy if clearly identified as such, or pursuant to Section 305(b)(4) of the Securities Act as long as Section 305(b)(4) of the Securities Act and/or 660:10-9-13 are referenced in the cover letter accompanying said filing;

(4) Sales Literature solely related to changes in a name, personnel, location, ownership, offices, business structure, officers or partners, telephone or teletype numbers; and

(5) Sales Literature filed with and approved by the NASD.

(c) Piecemeal filings. The Department will not approve any Sales Literature Package until a complete filing is received. Piecemeal filings will not be accepted and will result in the disapproval of any materials submitted therewith.

(a) Application of antifraud provisions. Sales Literature used in any manner in connection with the offer and sale of securities is subject to the provisions of Section 101 of the Securities Act, whether or not such Sales Literature is required to be filed pursuant to Section 402 of the Securities Act or 660:10-13-3. Further, Sales Literature filed with the Department is subject to the provisions of Sections 402 and 403 of the Securities Act. Sales Literature should be prepared accordingly and should not contain any ambiguity, exaggeration or other misstatement or omission of material fact which might confuse or mislead an investor.

(b) Prohibited disclosures. Unless stating that the Commission, Administrator or Department has not approved the merits of the securities offering or the Sales Literature, no Sales Literature shall contain a reference to the Commission or the Department unless such reference is specifically required in a Departmental Prospectus Guide or requested by the Administrator.

Section

660:10-15-1. General rules for presentation of financial statements

(a) Asset values. The following rules shall apply in presenting asset values in all Financial Statements filed with the Department:

(1) A unilateral "write-up" of assets above historical cost is not considered in accordance with generally accepted accounting principles. Financial Statements containing a "write-up" of assets to appraisal values (irrespective of the soundness of the appraisal) shall not be accepted.

(2) A registrant acquiring assets in an "arms-length" transaction, solely or partly for its own capital stock, should record the transaction in its Financial Statements at either:

(A) the fair market value of the shares of stock given in consideration, or

(B) the fair market value of the asset so acquired.

The amount selected should be one which has the preponderance of evidence substantiating its selection.

(3) Where a parent company (one owning more than 50% of other companies) or a subsidiary company or an affiliated company is the registrant, consolidated or combined Financial Statements shall be submitted. The consolidated statements must conform to generally accepted accounting principles and result in the elimination of "write-ups" or appraisal amounts not represented by "arms-length" transactions.

(4) Where the "promoters" of a registrant have transferred assets to the registrant solely or partly for capital stock, the tests referred to in (1), (2) and (3) of this subsection must be applied so as to result in either no "write-up" or one not greater than would have resulted from a transaction carried out at "arms-length." The registrant shall make full disclosure of all pertinent facts and substantiate the values used in its Financial Statements if not representing "historical cost" of acquisition from third parties.

(b) Opinion of independent accountants. Audited Financial Statements shall be accompanied by an opinion of the Independent Accountant. The opinion letter shall be dated, shall be manually signed, shall identify without detailed enumeration the Financial Statements covered by the opinion, shall state that the examination was conducted in accordance with generally accepted auditing standards and shall express the Independent Accountant's opinion as to the fairness or unfairness of the Financial Statements in accordance with generally accepted accounting principles or his inability to express such an opinion.

Section

660:10-17-1. Definitions

660:10-17-2. Investment company notices

660:10-17-3. Investment company sales report

The following words or terms, when used in this Subchapter, shall have the following meaning unless the context clearly indicates otherwise:

"Class" means the lowest level of subdivision of the securities offered by an issuer.

"Notice" means the filing required to be made with the Administrator by an investment company that is registered, or that has filed a registration statement, under the Investment Company Act of 1940 prior to offering a security in this state. [71:305.2]

"Superseding Notice" means a notice filing relating to the offer of securities that were described in a previously filed and currently effective notice.

(a) Notice requirement. Pursuant to Section 305.2 of the Securities Act, prior to the offer in this state of a Class of security of an investment company that is registered, or that has filed a registration statement, under the Investment Company Act of 1940, the issuer must file a Notice with the Administrator. While each Class of an issuer’s securities must have an effective Notice filed prior to the offer of such Class of security in this state, a Notice may describe and be effective for all securities of one issuer that are offered in the same prospectus. However, once a Notice is filed and effective, it may not be amended to add additional Classes of securities of an issuer, even if the additional Classes are to be offered in the same prospectus as the securities described in the Notice. Therefore, a separate Notice as described in subsection (b) of this Section will need to be submitted for the additional Class(es). The separate Notice may include only the additional Class(es) or may include all securities of the issuer that are offered in the particular prospectus. A Class of an issuer’s securities shall be subject to only one effective Notice at any given time; thus, if the separate Notice includes all securities offered in the particular prospectus, it will serve as a Superseding Notice as to the Class(es) of the issuer’s securities that were described in a previously filed and currently effective Notice. The Superseding Notice will terminate the effectiveness of any Notice previously filed as to the Class(es) of securities described in the Superseding Notice. If the effectiveness of a Notice that relates to a definite amount of securities is terminated by the filing of a Superseding Notice, it will be necessary to file an appropriate sales report in accordance with 660:10-17-3 as to the prior notice.

(b) Content of notice. A Notice shall include the following:

(1) A properly completed Form NF;

(2) A Consent to Service of Process (Form U-2), and Corporate Resolution (Form U-2A), if applicable; and

(3) The examination and appropriate filing fees set forth in subsection (b) of Section 412 of the Securities Act.

An allocation on the Form NF of the aggregate amount of securities for which fees are paid among the various securities described in the notice is not required. Documents other than those requested above, unless specifically requested by the Department, should not be filed with the Department. Documents that should not be filed with the Department, unless specifically requested, include, but are limited to, registration statements, prospectuses, amendments, statements of additional information, quarterly reports, annual reports, and sales literature.

(c) Effective date of notice. A Notice shall be effective for the Class(es) of securities described therein upon the date of receipt by the Administrator.

(d) Period of effectiveness of notice. The effectiveness of a Notice will be maintained as to a particular Class of security described therein until the earlier of:

(1) One (1) year from the date of effectiveness of the Notice;

(2) Until the filing of a Superseding Notice relating to the particular Class of security; or

(3) Receipt by the Administrator of a request to terminate the Notice as to the particular Class of security.

(e) Renewal of notice. The effectiveness of a Notice may be renewed each year for an additional one (1) year period of effectiveness by submitting the following within thirty (30) days of the expiration of the effectiveness of the Notice:

(1) A properly completed Form NF clearly indicating the state file number of the Notice to be renewed; and

(2) The examination and appropriate filing fees set forth in subsection (b) of Section 412 of the Securities Act.

660:10-17-2. p2

(f) Increased dollar amount of notice. The aggregate dollar amount of securities for which a Notice relating to a definite amount of securities is applicable may be increased by submitting the following:

(1) A properly completed Form NF clearly indicating the state file number of the Notice for which the increased dollar amount is requested; and

(2) The appropriate fees set forth in paragraph (18) of subsection (a) of Section 412 of the Securities Act, excluding the $200.00 examination fee required by subsection (b) of Section 412 of the Securities Act.

(g) No amendments to add Classes. An effective Notice may not be amended to add a series, portfolio or Class of securities of an issuer.

(a) Notice for indefinite amount. A sales report is not required in connection with a Notice relating to the offer of an indefinite amount of securities by an investment company.

(b) Notice for definite amount. A sales report is required in connection with a Notice relating to the offer of a definite amount of securities as follows:

(1) Content. A sales report for the securities described in the applicable Notice shall be submitted on a properly completed Form NF or Form USR-1 and shall:

(A) State the aggregate dollar amount of securities sold in the state of Oklahoma for the time period covered by the report; and

(B) Be accompanied by the issuer sales report fee set forth in subsection (a) of Section 412 of the Securities Act.

(2) Due date. A sales report shall be submitted according to the following:

(A) Renewal. The sales report required to be filed in connection with a Notice being renewed shall be made within thirty (30) days of the expiration of the Notice. Such report must reflect sales for a minimum of ten (10) months.

(B) Nonrenewal. The sales report required to be filed in connection with a Notice that will not be renewed shall be filed no later than thirty (30) days after the anniversary date of effectiveness of the Notice. Such report must reflect sales for the entire period of effectiveness.

Subchapter Section

1. General Provisions 660:15-1-1

3. Registration 660:15-3-1

[Authority: 71 O.S., Section 457]

[Source: Codified 12-31-91]

Section

660:15-1-1. Purpose

660:15-1-2. Statutory citations

660:15-1-3. Definitions

660:15-1-1. Purpose

The provisions of this Chapter have been adopted for the purpose of carrying out the provisions of the Oklahoma Take-over Disclosure Act of 1985 in compliance with Section 457 of that Act, including provisions governing take-over offers.

660:15-1-2. Statutory citations

Citations to statutes in this Chapter refer to the most recent codification of the Oklahoma Take-over Disclosure Act of 1985, 71 O.S., Sections 451 through 462.

The following words and terms, when used in this Chapter, shall have the following meaning, unless the context clearly indicates otherwise:

"Take-over Act" means the most recent codification of the Oklahoma Take-over Disclosure Act of 1985, 71 O.S., Sections 451 through 462.

Section

660:15-3-1. Review of take-over offer materials

660:15-3-2. Financial statements

660:15-3-3. Summary suspension of take-over offer

660:15-3-4. Time limits

660:15-3-1. Review of take-over offer materials

The Administrator may require only those disclosures which are factual in nature, and may not require disclosures which involve an evaluation of the underlying fairness of the take-over offer nor shall the Administrator apply subjective standards as to the fairness of the take-over offer in his review.

660:15-3-2. Financial statements

If the offeror is other than a natural person, such offeror shall file audited financial statements for its last two (2) fiscal years.  If the offeror's audited financial statements are not current to within four (4) months of the date of filing of the registration statement, the offeror shall submit reviewed financial statements for the interim period.  The financial statements shall be prepared in accordance with generally accepted accounting principles and examined by independent accountants in accordance with generally accepted auditing standards and accompanied by an opinion of the accountants making such examination.

660:15-3-3. Summary suspension of take-over offer

(a) Pursuant to subsection D of Section 453 of the Take-over Act, the Administrator may summarily suspend the effectiveness of a take-over offer.  Such an action shall be based solely upon a determination that:

(1) the registration statement required to be filed under Section 453 of the Take-over Act does not contain all the information required to be included under subsection F of Section 453 of the Take-over Act; or

(2) the take-over materials provided to offerees do not provide full disclosure to offerees of all material information concerning the take-over offer.

(b) The summary suspension shall be in effect only until a final determination is made by the Administrator following the hearing held pursuant to subsection E of Section 453 of the Take-over Act and in accordance with 660:15-3-4.

660:15-3-4. Time limits

Notwithstanding subsection E of Section 453 of the Take-over Act which provides that the Administrator may by rule or order prescribe different time limits than those specified in subsection E in connection with the suspension of a take-over offer following a hearing, the determination by the Administrator of whether to suspend a take-over offer must be made prior to the expiration of twenty (20) business days following the filing of the registration statement in connection with such take-over offer.

Subchapter Section

1. General Provisions 660:20-1-1

3. Registration of Subdivided Land 660:20-3-1

5. Registration of Subdivided Land Sales Agents 660:20-5-1

7. Examinations 660:20-7-1

9. Advertising Guidelines 660:20-9-1

[Authority: 71 O.S., Section 662]

[Source: Codified 12-31-91]

Section

660:20-1-1. Purpose

660:20-1-2. Statutory citations

660:20-1-3. Definitions

660:20-1-1. Purpose

The provisions of this Chapter have been adopted for the purpose of carrying out the provisions of the Oklahoma Subdivided Land Sales Code in compliance with Section 662 of that Act, including rules governing applications and reports and defining terms.

660:20-1-2. Statutory citations

Citations to statutes in this Chapter refer to the most recent codification of the Oklahoma Subdivided Land Sales Code, 71 O.S., Sections 601 through 667.

The following words and terms, when used in this Chapter, shall have the following meaning, unless the context clearly indicates otherwise:

"Department" means the Oklahoma Department of Securities.

"Land Sales Act" means-the most recent codification of the Oklahoma Subdivided Land Sales Code, 71 O.S., Sections 601 through 667.

"OILSR" means the Office of Interstate Land Sales Registration of the United States Department of Housing and Urban Development.

"Vacation certificates" means any material associated with a plan whereby a prospective purchaser would be entitled to lodging, food or other amenities and that is used by subdividers or their agents or distributors or any other person to induce prospective purchasers to visit the subdivision or attend or submit to a sales presentation by a subdivider or its agents or its distributors or any other person.

Section

660:20-3-1. Registration procedure

660:20-3-2. Financial statements

660:20-3-3. Public offering statement

660:20-3-4. Renewal procedures

660:20-3-1. Registration procedure

(a) Applications filed with OILSR. Application for registration of subdivided land shall be made by submitting to the Administrator at the office of the Department two (2) complete copies of a full registration filed with the OILSR and the OILSR certificate of registration, provided, however, that only one copy of the exhibits to the OILSR filing shall be filed with the Administrator.

(b) Applications on Form LRF-625. In the event subdivided lands are not to be registered with the OILSR, then a registration shall be undertaken by filing with the Administrator a completed Form LRF-625, adopted by the Administrator as the application form for registration of subdivided lands.

(c) Exhibits and additional information. Any information required by Section 625 of the Land Sales Act which is not included, or not sufficiently covered in the form of OILSR registration, or any condensed version thereof, shall be covered. expanded or explained by attaching additional sheets to the copies of the OILSR form of registration when necessary and where appropriate. All instruments, documents and other exhibits required by Section 625 of the Land Sales Act shall be included in the registration and those not otherwise attached or included in the form of registration required by OILSR must be added and attached as exhibits to the copies of the registration submitted to the Administrator for filing with the Department. Only one of each required exhibit shall be filed and such exhibits shall include. when applicable, but shall not be limited to the following.

(1) When the subdeveloper is a corporation or limited partnership, or if applicable a joint stock company, or business trust, which must be domesticated in Oklahoma to do business in Oklahoma, a copy of a certificate of domestication issued by the Secretary of State of Oklahoma, or if applicable other evidence of authority to do business in Oklahoma.

(2) If the subdivider is an unincorporated association, joint stock company, business trust or a general partnership using a fictitious name or any other form of business organization which may not file with the Secretary of state of Oklahoma, but which may be required to file copies of a trust instrument or certificates of fictitious name or a similar document with the clerk of the Oklahoma District Court in districts where company offices are located, real estate is owned or business is principally conducted, then a certified copy of each such filed document shall be attached as an exhibit.

(3) If the subdivider is a trustee, a certified copy of all instruments by which the trust was created or declared, and in which it is accepted and acknowledged.

(4) If the subdivider is a partnership or unincorporated association, or joint stock company or similar form of business organization, a certified copy of its articles of partnership or association and all other papers pertaining to formation and governance of the organization.

(5) An executed "Consent to Service of Process" irrevocably appointing the Administrator of the Department or his successor in office. as attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against the applicant or his successor, executor or administrator which arises under the Land Sales Act or any rule or order issued thereunder after the Consent has been filed, with the same validity as if served personally on the person filing the Consent, all as provided in Subsection A of Section 664 of the Land Sales Act, and such "Consent to Service of Process" should be generally in the form of the Uniform Form U-2 promulgated and recommended by the North American Securities Administrators Association.

(6) A uniform form of "Corporate Resolution," or in the case of another form of business organization, a substantially similar and appropriate resolution, as applicable generally in the form of the Uniform Form U-2A as promulgated by the North American Securities Administrators Association.

 

660:20-3-1. p2

(7) A list of all persons who are intended or expected to represent or assist the subdivider in selling or disposing the subdivided land to Oklahoma residents.

(8) A copy of agency franchise agreements, sales agreements and a copy of any agreements between the subdivider and salesmen and brokers.

(9) A detailed statement of the plan under which the subdivider proposes to develop the subdivision, offer and sell lots and generally transact business, sworn to or affirmed by an officer of the subdivider or a person occupying a similar position.

(10) A copy of all advertising material intended to be used for distribution, publication, or otherwise in connection with the subdivided land.

(11) An exact description of the real estate to be sold.

(12) A map or plat prepared by an independent, registered professional land surveyor showing the boundaries, dimensions, setback lines, roads, utility easements, public easements and all other similar information regarding the subdivided land including all common areas and lots of the subdivision.

(13) Copies of all zoning restrictions and deed restrictions affecting any of the subdivided land included in the filing.

(14) Copies of conveyances, bearing public record book and page number, by which the subdivider or owner acquired title. If the subdivider does not own the property, also attach copies of all instruments which give the subdivider authority to sell.

(15) Copies of all instruments presently creating liens, mortgages, encumbrances, reservations or defects upon or otherwise affecting the use or title of land included in the filing. The documents shall reflect the book and page number of the public records where they are recorded.

(16) A list of units by lot number and section number, as applicable, which relates each lot to all improvements which are dependent upon future performance according to any promise made by the subdivider.

(17) An up-to-date, current copy of either a master title insurance policy providing coverage for the purchasers of lots or a specimen copy of individual title insurance policies which will provide coverage for the purchasers of lots and an independent, as described in Section 625 of the Land Sales Act, attorney's title opinion regarding title to the subdivided land included in the filing and a consent to use the opinion in connection with the registration.

(18) A copy of the sales contract, including contract for a deed if applicable, to be used.

(19) A copy of any note, including mortgage note, to be used.

(20) A copy of the deed or other instrument to be used by the subdivider in conveying title to the purchasers.

(21) A copy of any mortgage trust escrow agreement.

(22) A copy of any improvement escrow agreement.

(23) A copy of an independent licensed engineer's report regarding the soil and

topography of the subdivided land, and a consent to use the report in connection with the registration.

(24) A copy of any and all contracts for franchises with public utility companies or copies of all documents and instruments providing arrangement for services and facilities in lieu of those provided by any public utility companies.

(25) A copy of any and all completion bonds, performance bonds and agreements

with public authorities which guarantee completion of improvements.

(26) A copy of all contracts or agreements to be used between any salesmen and

660:20-3-1. p3

the ultimate purchaser.

(27) An opinion of counsel regarding the legality of the proposed offering of subdivided land and a consent to use such opinion in connection with the registration.

(28) Audited financial statements including a schedule of real estate assets, and a consent to use the opinion of the independent accountant in connection with the registration.

(29) Three (3) copies of the Public Offering Statement, for which the federal Property Report with supplements may be used.

(d) Filing fee. Each Application for Registration shall be accompanied by payment to the Department of the statutory filing fee of Two Hundred Fifty Dollars ($250.00) plus One Dollar ($1.00) for each lot included in the offering.

(e) Examination fees. After filing the Application for Registration and prior to the registration becoming effective, the subdivider shall deposit with the Department, upon request by the Administrator, such amounts as may be reasonably expected to be incurred as expenses by the Administrator and/or his designated representative(s) in the investigation of the subdivision as provided in any or all parts of Subsection E of Section 627 of the Land Sales Act.

Whenever required by the Land Sales Act or any provision of this Chapter, financial statements shall mean a statement of financial position, a statement of income, a statement of retained earnings, a statement of changes in financial position and, when required elsewhere or otherwise required by the Administrator, a separately certified schedule of real estate assets. The separately certified schedule of real estate assets shall disclose real estate held in sufficient detail to identify the subdivided land being offered in Oklahoma and separate parcels thereof acquired at different times or at different costs per acre; the schedule shall disclose the number of acres in each such parcel; the date each such parcel was acquired; the original cost for each such parcel; the amounts of any improvements capitalized and added to the cost basis of each such parcel; and the total amount of the historical cost basis of each such parcel; the amounts of any improvements capitalized and added to the cost basis of each such parcel; and the total amount of historical cost basis of each such parcel, with improvements, adjusted for a depreciation of improvements. All financial statements shall be prepared in accordance with generally accepted accounting principles and practices, unless otherwise provided by the Administrator, and shall be audited and certified by independent accountants, unless otherwise provided elsewhere or by the Administrator.

(a) Receipt for public offering statement. The subdivider shall use a Public Offering Statement as provided and required in Section 626.A of the Land Sales Act and prepared in the manner instructed by Form LRF-625.A, adopted by the Administrator as the "Public Offering Statement-Instruction Guide." The subdivider shall obtain and retain a receipt as provided and required therein. The receipt may be in such form as the subdivider chooses, but it shall not contain or constitute a release of any kind and shall cover and pertain only to the receipt of a copy of the Public Offering Statement by the purchaser. Also, the receipt shall state and disclose that the Oklahoma Public Offering Statement includes and consists of a Summary Disclosure Statement, a Property Report as defined hereinafter, and, if applicable, Oklahoma Supplement to the Property Report; and the receipt shall acknowledge that the purchaser received a copy of each of the documents and instruments comprising the Oklahoma Public Offering Statement. The receipt should also state the name of the person from whom the Oklahoma Public Offering Statement was received by the purchaser, the address where it was received and the date when it was received. There also should be a place for the purchaser to sign and a place separately provided for the purchaser to write in the date he signed the receipt. The failure to obtain and retain such a fully completed receipt in compliance with the requirements of Section 626.A of the Land Sales Act shall give rise to a presumption on the part of the Administrator that a Public Offering Statement was not delivered and provided to a purchaser according to law.

(b) Federal Property Report. In cases where a full registration of the subdivided land is filed with the OILSR for use in Oklahoma, the federal Property Report used in connection with the OILSR filing shall be submitted accompanied by a Summary Disclosure Statement and, together, the two documents shall be used as the Oklahoma Public Offering Statement.

(c) Summary Disclosure Statement. The Summary Disclosure Statement required by Section 626.6 of the Land Sales Act should be prepared in a manner consistent with this Section and as instructed by FORM LRF-626.B, adopted by the Administrator as the "Summary Disclosure Statement Guide." The Summary Disclosure Statement should be on 8 1/2" x 11" letter size, white paper and the smallest lettering thereon should be no smaller than uppercase, "capital," standard, elite typewriter size type. The Summary Disclosure Statement may be typewritten, printed, mimeographed or otherwise produced, but it should be legible and should conform to the minimum standards set out herein. The Summary Disclosure Statement should be no more than four (4) pages long. It may be made by using both the front and back of two (2) sheets, which shall be counted as four (4) pages. The Summary Disclosure Statement should contain and set out in brief, succinct, and concise language, using plain English and emphasizing the most negative aspects and greatest risk factors to the purchaser, a summary of the information required in Section 626.B of the Land Sales Act, except that no financial statements of the subdivider shall be required in the Summary Disclosure Statement. In addition to the other information required to be contained in the Summary Disclosure Statement, it shall contain the following additional two (2) items:

(1) a statement of the kind of title the purchaser will have upon completion of payment for any of the subdivided land and a description of what happens if the purchaser defaults on any payments and all forfeitures which may occur; and

(2) a schedule, in tabular, columnar form, showing the date on which the subdivided land was acquired by the subdivider, or the date on which each parcel of the subdivided lands was acquired if not all acquired at the same time and the number of acres in each parcel; a column showing the amounts paid for each parcel of the subdivided land; a column showing the cost of all improvements made by the subdivider on each parcel of the subdivided land; a column showing the total historical cost basis, adjusted for any depreciation of improvements, of each parcel of the subdivided land; and a column showing the proposed total sales price of

660:20-3-3. p2

all lots in each parcel of the subdivided lands. Every item in the Summary Disclosure Statement should be referenced to the part, section and page number, when applicable, of the Property Report, or main body of the Public Offering Statement, wherein elaboration, explanation and additional information regarding that item can be found. The questions which should be set out and answered in the Summary Disclosure Statement are as follows:

(A) If I have any questions or there is trouble where do I find the seller and his representatives? Here include the name, principal address and telephone number of the subdivider, his offices and agents in this state.

(B) What does this land look like and how large will the development be? Here include a general description of the subdivided land including a statement of the total number of lots to be offered.

(C) If a purchaser decides later to sell his lot, what kind of help can he get selling it and what kind of local property market can he expect? Here include the assistance, if any, that the subdivider, his agents or affiliates will provide to the purchaser in the resale of the property and the extent to which the subdivider, his agents or affiliates will be in competition in the event of resale.

(D) What kind of rights or title to the land do I get immediately and what kind of title do I have after the lot is paid for? Here include material terms of any encumbrances, easements, mortgages and liens. Also include the plans and efforts to remove such liens, encumbrances or mortgages and the results of the success or failure thereof.

(E) What kind of taxes and assessments will I have to pay? Here include the material terms of all existing taxes and existing or proposed special taxes or assessments, including required membership fees or dues, which affect the subdivided lands.

(F) How can I use this property? Here include material zoning restrictions, restrictive covenants and other regulations affecting the use of the land. Also include the intended use for which the land is sold and material physical limitations and restrictions of the land relative to the intended use.

(G) What kind of utilities and other improvements now exist on the land and what kind are promised for the future? Here include information about existing or proposed improvements including, but not limited to, streets, water supply, levees, drainage control systems, irrigation systems, sewage disposal systems and customary utilities and the estimated cost. date of completion and responsibility for construction and maintenance of existing and proposed improvements which are referred to in connection with the offering or disposition of any lot in the subdivided lands.

(H) What is the soil and climate like? Here include topographic and climatic characteristics of the subdivided lands and adjacent area.

(I) What hospitals, churches, fire stations, police protection and other community services are available? Here include the existing provisions for access of the subdivision to community fire protection, the location of primary and secondary schools, the proximity to the municipalities and the population thereof, the improvements installed or to be installed, including off-site and on-site community and recreational facilities, by whom they were or are to be installed, maintained or paid for, and an estimate of completion thereof.

(J) What happens if I fail to make any payments, or if I make my payments but the seller fails to pay on his mortgage? Can any of my rights in the land be forfeited? Here include the kind of title the purchaser will have upon completion of payment for any of the subdivided land and what happens if the purchaser defaults on any payments and

660:20-3-3. p3

all forfeitures which may occur. Also describe any and all "take-out" provisions for all mortgages or state that there are none and state the possible consequences.

(K) What kind of value did this land have prior of the present development and how much is being spent to improve it? Here provide a schedule, in tabular, columnar form, showing the date on which the subdivided lands were acquired by the subdivider, or the date on which each parcel of the subdivided land was acquired if all not acquired at the same time and the number of acres in each parcel; a column showing the amounts paid for each parcel of the subdivided land; a column showing the costs of all improvements made by the subdivider on each parcel of the subdivided land; a column showing the total historical cost basis, adjusted for any depreciation of improvements, of each parcel of the subdivided land; and a column showing the proposed total sales price of all lots in each parcel of subdivided land.

(d) Supplement. In the event any item of information required by Section 626.B of the Land Sales Act is not contained in the format of the federal Property Report, or is not included in sufficient detail to constitute adequate disclosure, then a supplement to the Property Report shall be prepared, in the same format, in which additional sufficient information is provided and disclosed to satisfy the requirements of Section 626.B of the Land Sales Act in a form and manner acceptable to the Administrator- and such supplement shall be used with the Summary Disclosure Statement and the main body of the Property Report as part of the Oklahoma Public Offering Statement.

Upon the expiration of an effective registration the Administrator may renew the registration for an additional period of one (1) year provided the registrant is in compliance with the Land Sales Act, has filed all reports required by the Administrator, including periodic and supplemental updates and reports, has paid all proper costs of examinations of the subdivider conducted by the Administrator or his representatives, pays an annual renewal fee and renewal is requested by a letter signed by the registrant. The annual renewal fee shall be Two Hundred Fifty Dollars ($250.00) plus Ten Dollars ($10.00) for each 100 lots or fraction thereof previously registered remaining to be offered in the state of Oklahoma at renewal.

Section

660:20-5-1. Application for license

660:20-5-2. Renewal of license

660:20-5-3. Records and reports

(a) Application. An application for a subdivided land sales agent license shall be made by filing with the Administrator a completed Form LRF-632, adopted by the Administrator as the "APPLICATION FOR LICENSE FOR SUBDIVIDED LAND SALES AGENT."

(b) Additional requirements. In addition to the completed Form LRF-632, the following items will be required before a license will be issued:

(1) an affidavit signed by the supervising broker for the subdivision within ninety (90) days from the date of applying for the Oklahoma Subdivided Land Sales Agent license, affirming the type of real estate license held by the applicant and that he is a licensee in good standing; and

(2) payment to the Oklahoma Department of Securities of the required filing fee specified in Section 652 of the Land Sales Act.

Every subdivided land sales license may be renewed by submitting proof that the applicant holds a valid, current real estate broker's or real estate sales associate's license, the renewal fee specified in Section 652 of the Land Sales Act, and a submission of a letter signed by the applicant requesting such renewal. Proof of a valid, current real estate broker's or real estate sales associate's license should consist of an affidavit dated within ninety (90) days of the requested renewal date and signed by the supervising broker for the subdivision. The affidavit shall affirm the kind of license held by the applicant and that he is a licensee in good standing. The proof should also consist of a photostatic copy or picture of the applicant's current real estate license issued by the appropriate regulatory authority. Every such renewal shall be for a period of one (1) year. Applications for renewal will be accepted anytime within sixty (60) days prior to the expiration date of a license.

Every agent shall make and keep, for each subdivider he represents, a monthly report. A copy of each monthly report shall be provided by the agent to the subdivider for retention by the subdivider for at least six (6) years, and for the first three (3) years in a readily accessible location. Such monthly report shall be provided to the subdivider within fifteen (15) days following the last day of the month covered by the report. Each monthly report shall set out the name and address of the agent and the subdivider and state the period of time covered by the report and shall be signed by the agent; shall identify and list all lots which have been sold by the agent for the subdivider during the month covered; shall state the name and address of the purchaser or purchasers of each lot; shall state the date and address of each sale; shall state the amount paid for each lot; and shall state the gross amount of the commission earned by the agent for each lot sold.

Section

660:20-7-1. Expenses of on-site examination of subdivider

660:20-7-2. Expenses of examination of licensed agents

Charges for an on-site examination of a subdivision conducted by the Department pursuant to Section 627 of the Land Sales Act shall be paid by the person being examined as set forth in Section 652 of the Land Sales Act.

[Source: Amended at 9 Ok Reg 301 1, eff 7-15-92]

Charges for an examination of the business and records of a licensed agent shall be paid by the agent whose business is examined as set forth in Section 652 of the Land Sales Act.

[Source: Amended at 9 Ok Reg 301 1, eff 7-15-92]

Section

660:20-9-1. Application of Land Sales Act

660-20-9-2. Filing procedures

660:20-9-3. Approval or rejection of advertising

660-20-9-4. Presumptions concerning advertising

660:20-9-5. Legend requirement

660:20-9-6. Review of advertising

660-20-9-7. Standards of review

660-20-9-8. Guidelines for advertising

660:20-9-9. Approval of promotional plans

660:20-9-1. Application of Land Sales Act

Advertising pertaining to activities of or in a subdivision for which a Registration Statement has been filed with the Department, such as advertising material on home construction,-home sales, motels, industrial parks, etc. used or employed by subdivider is subject to Department approval when it pertains to the entire subdivision and will be used for the promotion or disposition of land therein.

(a) Transmittal Letter. Every advertisement submitted to the Department, either as a part of a Registration Statement or as a subsequent filing, shall be accompanied by a letter of transmittal which gives a brief, written description of each advertisement filed with the Department to assure that all future correspondence and orders concerning the advertisement will clearly identify the advertisement in question. The letter of transmittal shall be signed by the subdivider or his duly authorized representative and shall verify that the statements made and the representations contained therein have been reviewed and the advertisement is truthful and correct to the best of his knowledge and belief with regard to the statements contained therein.

(b) Fee. Each letter of transmittal shall be accompanied by payment of a fee in the amount of Ten Dollars ($10.00) payable to the Department.

(c) Time of filing. All advertising except advertising related to subdivided land or transactions exempt pursuant to Sections 622 and 623 of the Land Sales Act shall be filed with the Administrator not later than ten (10) days prior to its use and shall not be used until a copy thereof has been approved for use by the Administrator except advertising which the Administrator exempts by rule or order.

(d) File number. All advertising filed with the Department either with the original registration statement or by subsequent filing shall be assigned a number by the Department in order that the Department or the registrant may refer by the number to any specific piece of advertising. When advertising relates to more than one subdivision owned by the same person or entity, or different persons or entities, but being sold through a common sales agent, an identifying designation shall be assigned such materials but this designation shall not be construed to permit filings related to subdivisions or portions of subdivisions which are not registered with this Department.

(a) Presumptive approval. Where an order of rejection or investigation is not entered within ten (10) days of its receipt by this Department, the advertising will be deemed approved unless the applicant has consented in writing to a delay.

(b) Rejection. The rejection of any advertising material by the Administrator shall constitute final action and any correction or amendment to a subsequent filing of advertising material which has been disapproved must be resubmitted.

It will be presumed that:

(1) All advertising filed for approval will be used within six (6) months of said filing, to offer for sale or to induce persons to acquire interest in the title to all lands which are described in or referred to in the material or supporting data filed with the Department unless express limitation is made.

(2) All advertising published, disseminated or broadcast by or in behalf of an owner or entity owning more than one subdivision is being used to offer lands in all subdivisions registered by such owner or entity unless express limitation is made by such owner or entity, to the Department or by the Department.

(3) All advertising published, disseminated by, or broadcast on behalf of a sales agent is being used to offer lands in all subdivisions for which said person is a sales agent unless an express limitation is made to or by the Department.

The subdivider shall print on advertising material approved for use the following legend:

"OKLAHOMA OFFEREES SHOULD OBTAIN AN OKLAHOMA PUBLIC OFFERING STATEMENT FROM THE DEVELOPER AND READ IT BEFORE SIGNING ANY DOCUMENTS. THE OKLAHOMA SECURITIES COMMISSION NEITHER RECOMMENDS THE PURCHASE OF THE PROPERTY NOR APPROVES THE MERITS OF THE OFFERING."

When advertising is accepted for filing, the same, together with all supporting data and facts discovered upon investigation or inquiry, shall be examined by the designated personnel of the Department to determine whether the same is ready for final review by the Administrator. If additional information is needed before a determination can properly be entered by the Department, it shall be the Division of Registrations' duty to see that any matter requiring investigation is referred for investigation.

(a) Authority of Administrator. In reviewing the advertising submitted by a registrant under the Land Sales Act, the Administrator shall determine whether the submitted material makes a full and fair disclosure or is false and misleading within the intent and meaning of the law, by examining the form, language and content of the material and supporting data and any other available information as to ascertain whether the express and implied representations therein are true and make full and fair disclosure. If it does not appear that the said representations are true and fair disclosure as to all subdivided lands to which the filing relates, no order of approval will be entered and the Administrator will enter such orders or rejection or take such action as may be necessary.

(b) Implied representations and presumptions. Any inference reasonably to be drawn from advertising or promotional material will be considered to be a positive assertion unless the inference is negated therein in clear and unmistakable terms, or unless adequate safeguards have been provided by the owner to reasonably guarantee the occurrence of the thing inferred. Advertising or promotional material will be judged on the basis of the positive representations contained therein and the reasonable inferences to be drawn therefrom. Unless the contrary affirmatively appears in advertising or promotional material the following inferences will be assumed to have been intended in each case mentioned; to-wit:

(1) When homesites or building lots are advertised, the inference is that said lots are immediately usable for such purpose without any further improvement or development by the prospective purchaser and that there is an adequate potable water supply available; that the lands have been approved for installation of septic tanks or that an adequate sewage disposal system is installed; that no further major draining, fill-in or subsurface improvement is necessary to construct dwellings, except for reasonable preparation for construction; that the individual homesites or building lots are accessible by automobile without additional expense to the purchaser over existing right-of-way and that no other fact or circumstance exists to prohibit the use of the lots as a homesite or building lot.

(2) When title insurance, abstract or attorney's opinion is advertised, the inference is that the seller can and will convey fee simple title free and clear of all liens, encumbrances and defects except those which are disclosed in writing to the prospective purchaser prior to purchase.

(3) When lands are advertised as usable for any particular purpose other than homesites or building lots, the inference is that said lots or parcels are immediately accessible and usable for such purpose by purchaser without the necessity for draining, fill-in or other improvement prior to putting the lands to use for such purpose, except for reasonable preparation for construction, and that no fact or circumstance exists to prohibit the immediate use of said lands for such purposes.

(4) When any recreational facility, improvement, accommodation or privilege is advertised, the inference is that the same is on the lands at the present time and available without restriction to the purchasers of lots at no additional expense.

(5) When improvements are advertised, the inference is that the same are completed.

No precise rules to determine what material is misleading, or that a plan of sale or development lacks adequate safeguards and assurances to prospective purchasers, can be made which will be applicable in all situations. Without any intent to limit its consideration or determination to the general standards herein set forth and without any attempt to compel any particular form or method of advertising, promotion, development or sale of subdivided lands, the standards set forth in this Section are adopted as a guide to persons preparing to file advertising material and to be used by Department personnel in reviewing advertising materials submitted pursuant to Section 653 of the Land Sales Act.

   (1) General guidelines. The following guidelines apply to all advertising or sales

literature:

(A) Claims or representations contained in the advertising shall be accurate and provable.

(B) Advertising shall not misrepresent the facts or create misleading impressions.

(C) Advertising shall not use statements, photographs, or sketches portraying the use to which advertised land can be put unless the land can be put to such use without unreasonable cost.

(D) Advertising shall not make a derogatory or unfair reference to competitive developments or properties.

(E) Advertising shall not contain asterisks or any other reference symbol as a means of contradicting or substantially changing any previously made statement or as a means of obscuring material facts.

(F) Advertising shall not use names or trade styles which imply that they are nonprofit research organizations, public bureaus, groups, etc. when such is not the case. Advertising of such an organization shall be prohibited when the true nature of the plan of sale or ownership is misrepresented or concealed.

(G) Maps, plats or representations shall clearly indicate the estimated date that the development will be completed. If completion dates are over a period of years, then a series of shadings, outlines, or coding may be used to indicate estimated dates of completion.

(2) Distances. The following standards apply to advertising relating to distances:

(A) When a community is referred to, advertising must include the location of the subdivision and the mileage from the approximate geographical center of the subdivision in road miles to the approximate geographical center of the community.

(B) Where a facility is referred to, advertising shall disclose with reasonable specificity, the location of such facility in relation to the geographic center of the subdivision.

(C) Advertising shall not use such terms as "minutes away," "short distance," "only miles" and "near" and terms of similar import to indicate distance unless the actual distance in road miles is used in conjunction with such terms.

(D) When the company offers more than one subdivision in a single advertising piece, or an offering exceeding five miles in length or width, advertising shall carry a disclaimer as follows:

(3) Sketches and pictorial representations. The following guidelines apply to sketches and pictures used in advertising:

(A) Advertisements shall not use artists' sketches to portray proposed improvements or nonexistent scenes without an indication that such portrayal is an artist's sketch and that the

660:20-9-8. p2

improvements or scenes must be representative and state that such rendering is an artist's conception.

(B) Advertising shall not contain before and after pictures for comparative purposes without an accurate, detailed, comparative analysis of such pictures.

(4) Improvements and facilities. The following guidelines apply to advertising about improvements of facilities connected with subdivided land:

(A) Advertising of improvements on or to the property which are not completed must state in unmistakable terms that the improvements are merely proposed or under construction. Advertising of improvements on or to the property which are not completed must state precisely the anticipated price to the consumer to complete and the date of the promised completion.

(B) Advertising shall not make reference to a public facility unless money has been budgeted for actual construction of such facility and is available to the public authority having the responsibility of construction or an actual disclosure of the existing facts concerning a public facility is made.

(C) Advertising shall not refer to public facilities under study unless it is fully disclosed that the facility is merely proposed and under study and provided that no reference is made to the location or route of the facility until such has been decided by the responsible public authority.

(D) Advertising shall not contain a statement, photograph, or sketch relating to a facility for recreation, sports or other activities not presently in existence, unless it is stated that the facility is not completed or is merely proposed. If such a facility exists and it is not located within the subdivision the distance by conventional automobile must be given.

(5) Roads, streets, waterways. The following guidelines apply to advertising about roads, streets or waterways connected with subdivided land:

(A) Advertising which refers to "roads" and "streets" shall make affirmative disclosure as to the nature of the roads and streets, such as paved, gravel or dirt. To be described as improved or paved, a road and a street shall be constructed and surfaced according to county, city, or other acceptable authority specifications or satisfactory guarantees made for such construction and surfacing.

(B) Advertising shall not refer to property as waterfront unless the property being offered actually fronts on a canal or other body of water.

(C) Advertising which uses the term "canal" shall disclose the approximate width and approximate depth of water in the canal and whether or not it provides access to open water.

(6) Special risks. The following risks shall be included, if applicable, in advertising related to subdivided land:

(A) Advertising shall disclose if the land or any part of it is regularly flooded or substantially covered by standing water for extended periods of time during the year, unless adequate drainage is assured by bonding or other means acceptable to the Department.

(B) Advertising shall disclose if the land or any part of it is subject to mudslides, rockslides or other natural phenomena.

(7) Access and easements. The following guidelines apply to advertising describing access and easements relating to subdivided land:

(A) Advertising of land which does not have available legal access to the purchaser shall disclose that fact and-its effect.

(B) Advertising which refers to legal access shall be accompanied by phraseology to indicate whether the access is usable as a passage for conventional automobiles.

660:20-9-8. p3

(C) Advertising shall not refer to the existence of a road easement or a road right-of-way unless the easement or right-of-way has been dedicated to -the public or to appropriate property owners and recorded in the public records -of the county where the property is located.

(D) Advertising which indicates the size of the tract offered shall indicate the size and kind of all easements to which the property may be subject. If the property is subject to easements which are unusual in size, this fact shall also be noted. Maps, plats, representations, or drawings shall indicate the dimensions of the tract and all easements.

(8) Consideration, prices, values and additional costs. The following guidelines apply to advertising relating to consideration, prices, values and additional costs of subdivided land:

(A) Land shall not be advertised as "free" if the prospective purchaser is required to give any consideration therefor. Land shall not be advertised for "closing costs only" when these costs are substantially more than normal, or when additional land has to be purchased at a higher price to render the land usable.

(B) Advertising which refers to a property exchange privilege shall state clearly any qualification concerning the exchange privilege.

(C) Advertising shall not refer to a predevelopment sale at a lower price because the land has not yet been developed unless there is a plan of development, and a subdivision plat has been recorded, or reasonable assurance is available that the plan will be completed.

(D) Advertising shall not indicate a discount on property that appears to effect a price reduction from the advertised price. A discount may be given for quantity purchases, cash, larger payments, or for any reasonable basis. The purpose of this standard is to eliminate the use of fictitious pricing and illusory discount.

(E) Advertising shall not contain statements concerning future price increases by the subdeveloper which are not specific as to amount and as to the date of the announced increase. Any such date shall be in the reasonable future and the increased price shall be maintained for a reasonable length of time.

(F) Advertising shall not make predictions of specific or immediate price or value increases of lots or parcels or units of advertised lands over which the subdivider do-es not have control.

(G) Forecasts of future events or population trends contained in advertising shall be made by qualified persons based upon objective criteria and shall pertain to the offering.

(H) Advertising shall be considered misleading if it infers or implies that the subdivider will resell or repurchase the property being offered at some future time unless the subdivider has made an undertaking with the Department to resell or repurchase property for or on behalf of purchasers and has given reasonable assurances to the Department to demonstrate his ability to perform this undertaking.

(1) Advertising shall be deemed misleading if it represents that the property being offered for sale may be subdivided or resubdivided unless it includes all necessary and relevant information regarding the cost and feasibility of future subdividing.

(J) Advertising which contains statements regarding taxes and the amounts thereof shall employ the latest available figures.

(K) The word "guarantee" or phrase "guaranteed refund" or phrases of a similar import shall not be approved in advertising unless the refund is unconditional.

(a) Vacation certificates. Vacation certification shall be submitted to the Department and shall meet the advertising standards in this Subsection. Any vacation certificate used must be submitted with component parts, i.e., registration card, letter of congratulations, reservation form, confirmation form, signs, etc.

(1) The registration card will disclose eligibility requirements such as age limitation, affinity group, residency, marital status, proof of age, transportation, date of expiration.

(2) Letter of congratulations will contain seasonal charge, refund deposit, date of expiration, and cost of the certificate.

(3) The following must be prominently disclosed: "While on your vacation you will be invited to attend a land sales presentation by (name of subdeveloper) for its property registered by the state of Oklahoma. Attendance is/is not required to make this certificate valid." Certificates, advertising or other promotional material shall disclose the terms, conditions and prerequisites to use and enjoyment of a visitation program, including the following:

(A) Eligibility requirements such as age limitations, affinity groups, residency, marital status, proof of age.

(B) Statement indicating state taxes are not included.

(C) Statement indicating whether transportation, food, lodging or other incidental expenses are included.

(D) Statement from the vacation certificate holder containing the following:

I have read the terms and conditions and have understood them fully.

Signed _______________________ (Prospective purchaser)

(b) Promotional meetings. If a land sales presentation is to be used in connection with the vacation plan, the standards of this Subsection shall be used as a guide in determining whether or not the nature and manner of conducting the meeting are such as to fully disclose all significant facts concerning the subdivision.

(1) If the meeting is to be held within the state of Oklahoma, the Department shall be notified in writing not less than fifteen (15) days before said meeting and shall be supplied with the names of the real estate brokers and/or agents involved. If the meeting is to be held outside the state of Oklahoma the subdeveloper is not required to give notice of meetings unless the Administrator so specifically requests. In all cases a written script of any and all slide and film presentations shall be submitted to the Administrator at least ten (10) days prior to their intended use.

(2) Department personnel as authorized by the Administrator shall have free access to the meeting and presentations.

(3) The advertising in the meeting is subject to the standards of advertising contained within this Subchapter.

(4) A false or dummy buyer shall not be used to initiate sales or buying climate or for any other purpose, nor shall it be indicated that lots, parcels, units of interest have been sold, when in fact, they have not been sold.

(5) An oral statement to a prospective purchaser at the meeting shall be consistent with written material approved by the Department.

(6) A prospective buyer who expresses a desire or intent to leave the meeting at any time during or after the meeting shall not be impeded from departing, pressured to remain, or denied any benefit promised in exchange for attending the meeting, including any transportation.

Subchapter Section

1. General Provisions 660:25-1-1

3. Registration Requirements 660:25-3-1

5. Sales Literature or Advertising 660:25-5-1

7. Opinions 660:25-7-1

Section

660:25-1-1. Purpose

660:25-1-2. Statutory citations

660:25-1-3. Definitions

The rules of this Chapter have been adopted for the purpose of carrying out the provisions of the Oklahoma Business Opportunity Sales Act in compliance with Section 816 of that Act, including rules governing disclosure documents, applications and reports and defining terms.

Citations to statutes in this Chapter refer to the most recent codification of the Oklahoma Business Opportunity Sales Act, 71 O.S., Sections 801 through 827.

The following words and terms, when used in this Chapter or the Business Opportunity Act, shall have the following meaning, unless the context clearly indicates otherwise:

"Business Opportunity Act" means the most recent codification of the Oklahoma Business Opportunity Sales Act in Title 71 of the Oklahoma Statutes.

"Sales literature and advertising" means material published in, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone solicitation or tape recording, videotape display, signs, billboards, motion pictures, telephone directories (other than standard listings), other public media or any other written communication distributed or made generally available to customers or the public including but not limited to pamphlets, circulars, form letters, seminar texts, research reports, surveys, performance reports or summaries and reprints or excerpts of other sales literature or advertising to include publications in electronic format.

"Sales literature or advertising package" means all submissions to the Administrator under one posting or delivery relating to a specific business opportunity.

Section

660:25-3-1. Registration filing fee

660:25-3-2. Renewal of registration and sales reports

Every seller seeking registration of a business opportunity shall pay the filing fee specified in Section 807.C of the Business Opportunity Act.

(a) Renewal of registration. In addition to filing a current disclosure document, all sellers seeking renewal of a registration shall submit a report indicating the total number of purchasers in the state of Oklahoma and the total amount of consideration received therefrom since the effective date of the initial registration. The renewal fee specified in Section 807.E of the Business Opportunity Act shall accompany each request for renewal of registration.

(b) Post-registration sales reports. All registrants shall submit sales reports to the Administrator. Each report shall be accompanied by the report filing fee specified in Section 807.E of the Business Opportunity Act and shall contain a statement of the total number of purchasers in the state of Oklahoma and the total amount of consideration received therefrom since the effective date of the initial registration. Said reports are due no later than six (6) months from the effective date of registration or the effective date of the renewal of a registration.

Section

660:25-5-1. Filing of sales literature

(a) Filing requirement. All sales literature and advertising must be filed with and responded to by the Administrator prior to use. A filing shall include the sales literature or advertising package, the review fee specified in Section 807.F of the Business Opportunity Act and a representation by the seller that reads substantially as follows: "I                 hereby attest and affirm that the enclosed sales literature or advertising package contains no false or misleading statements or misrepresentations of material facts, and that all information contained therein is in conformity with the most recent disclosure document relating to the particular business opportunity offered thereby on file with the Administrator."

(b) Exemption. The disclosure document filed with the Administrator as part of the registration process pursuant to Section 806 of the Business Opportunity Act is exempted from the filing requirement specified in subsection (a) of this Section.

(c) Content. Sales literature and advertising used in any manner in connection with the offer and sale of securities is subject to the provisions of Section 819 whether or not such sales literature and advertising is required to be filed pursuant to this rule. Furthermore, sales literature and advertising filed with the Administrator is subject to the provisions of Section 820 of the Business Opportunity Act.

(d) Prohibited disclosure. No sales literature or advertising shall contain a reference to the Oklahoma Securities Commission, the Oklahoma Department of Securities or the Administrator unless so requested by the Administrator.

Section

660:25-7-1. Interpretive opinion requests

The Administrator in his discretion may honor requests from interested persons for interpretive opinions or no-action positions relating to a specific factual circumstance with respect to the Business Opportunity Act or any rule or statement of policy adopted thereunder. Requests relating to unnamed entities or persons or to hypothetical situations will not warrant a response. Such requests shall be in writing, shall set out all the facts necessary to reach a conclusion in the matter and shall be accompanied by the fee specified in Section 817.D of the Business Opportunity Act. Each request should also be accompanied by a signed opinion of legal counsel which states counsel's opinion in the matter, which may be expressed tentatively or conditioned upon concurrence by the Administrator, and the basis therefor.