Background

In Oklahoma, all investment advisers with $100 million or less under management will be required to register with the state unless meeting the terms of an Oklahoma statutory exclusion from the definition or an exemption from registration or fitting within one of the following categories:

1. have between $25 million and $100 million under management and are required to be registered in 15 or more states;
2. advise one or more investment companies registered under the Investment Company Act of 1940; or
3. qualify for an exemption under Section 203A-2 of the Investment Advisers Act of 1940.

The required documentation to be filed with the Oklahoma Department of Securities (Department) and the Investment Adviser Registration Depository (IARD) for initial registration as an investment adviser and investment adviser representative is specified below.

I. State Registered Investment Advisers

A. Investment Adviser Firm:

1. The Form ADV, parts 1 & 2, must be submitted via the IARD. 
2. $300.00 filing fee must be submitted via the IARD; and
3. a copy of the investment adviser contract or agreement to be used for Oklahoma clients must be submitted directly to the Department.

If the investment adviser maintains custody or possession of clients' funds or securities or requires prepayment of advisory fees six months or more in advance and in excess of $500.00 per client, the investment adviser shall file audited financial statements as of the end of the investment adviser's most recent fiscal year updated as of a date within ninety (90) days of the date of application. Financial statements include a balance sheet, statement of income, statement of retained earnings, and changes in financial position as well as all related footnotes and supporting schedules prepared in accordance with Generally Accepted Accounting Principles (GAAP).

B. Investment Adviser Representatives:

1. a completed Form U-4 submitted via IARD with the "Oklahoma" box checked and the "RA" box checked;
2. $50.00 filing fee to be paid directly to the IARD; and
3. proof of successful completion of Series 65 examination (or Series 66 and Series 7 examinations) or such other examination(s) or certifications determined by the Administrator to be acceptable in lieu thereof.¹ Any exam score that predates an initial application by more than 2 years will not be recognized for the purpose 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 FINRA (Formerly NASD) or another jurisdiction since examination.

C. Disclosures:

1. Investment advisers that must be registered in Oklahoma unless exempt must provide prospective investment advisory clients with a written disclosure statement [Brochure] as required in 660:11-7-43 of the Rules.

2. Investment advisers that must be registered in Oklahoma and that compensate persons for soliciting investment advisory services are required to have a written agreement covering such activities and to make written disclosure of this relationship, both as set forth in 660:11-7-47 of the Oklahoma Administrative Code. Their solicitors must present the relationship disclosure to prospective clients in addition to the Brochure referenced in C.1.

II. SEC Registered Investment Advisers

The required documentation to be filed with the Department for an SEC Registered Adviser intending to transact business in this state as an investment adviser is specified below (Notice Filing). An SEC Registered Adviser is a person who is registered under Section 203 of the Investment Advisers Act of 1940 (1940 Act) or who is not registered under the 1940 Act because he is excepted from the definition of investment adviser under Section 202(a)(11) of the 1940 Act.

A. Investment Adviser Firm Notice Filing:

1. The Form ADV Part 1 must be submitted via the IARD with the "Oklahoma" Box checked. 
2. an annual fee of $300.00, paid to the IARD for registration in Oklahoma, as set forth in Section 1-612.A.5 of the Oklahoma Uniform Securities Act of 2004; and

The Notice Filing is effective from its date of filing and expires on December 31 of each year. "Date of filing" means the date all of the required documentation has been submitted to the Administrator and payment of the proper fees is made. The Notice Filing may be renewed annually as of January 1st as the Administrator prescribes by rule.

B. Investment Adviser Representatives:

The Investment Advisers Supervision Coordination Act preserves the state's authority to register or otherwise qualify an SEC Registered Adviser's investment adviser representatives who have a place of business located within this state. Based on the Investment Advisers Supervision Coordination Act and rules adopted by the SEC, this authority is limited to supervised persons² who have a place of business located within this state and more than 10% of whose clients are natural persons. This authority does not encompass supervised persons who do not, on a regular basis, solicit, meet with, or otherwise communicate with clients of the investment adviser, or who provide only impersonal investment advice.

To file with the Department as an investment adviser representative of an SEC Registered Adviser, the following must be submitted:

1. a completed Form U-4, submitted via IARD with the "Oklahoma" box checked and the "RA" box checked;
2. $50.00 filing fee paid directly to the IARD; and
3. proof of successful completion of Series 65 (or Series 66 and Series 7 examinations) or such other examinations or certifications determined by the Administrator to be acceptable in lieu thereof.¹ Any exam score that predates an initial application by more than 2 years will not be recognized for the purpose 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 FINRA or another jurisdiction since examination.

III. Renewal Information for Investment Advisers

1. To renew registration or notice filing of the Investment Adviser, pay a renewal fee of $300 for an investment adviser to the IARD.
2. To renew registration of the investment adviser representatives, pay a renewal fee of $50 for each investment adviser representative to the IARD.

IV. Post-registration reporting requirements

(a) Form ADV Amendments. Every investment adviser registered under Section 1-406 of the Securities Act must amend its Form ADV each year by filing an annual updating amendment within 90 days of the end of its fiscal year. In addition, every investment adviser registered under Section 1-406 of the Securities Act must amend its Form ADV by promptly filing additional amendments (other-than-annual amendments) if required by the written instructions to Form ADV. “Promptly” shall mean not later than 30 days after learning of the facts or circumstances giving rise to the amendment.

1 The following certifications have been so determined: Certified Financial Planner (CFP); Chartered Financial Consultant (ChFC); Personal Financial Specialist (PFS); Chartered Financial Analyst (CFA); and Chartered Investment Counselor (CIC).

2 As set forth in the Coordination Act, "supervised person” means “any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser."