Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 7 - Investment Advisers and Investment Adviser Representatives › Part 1 - GENERAL PROVISIONS › Section 660:11-7-2 - Definitions

Current through Vol. 41, No. 20, July 1, 2024
In addition to the terms defined in
					 660:11-1-3, the
					 following words and terms when used in this subchapter shall have the following
					 meaning, unless the context clearly indicates otherwise:
"Access person"
means:
(A) any of the investment adviser's supervised
					 persons:
(i) who has access to the non-public information regarding
					 any client's purchase or sale of securities, or non-public information
					 regarding the portfolio holdings of any reportable fund, or
(ii) who is involved in making securities recommendations
					 to clients or who has access to such recommendations that are
					 non-public.
(B) if providing investment advice is the investment
					 adviser's primary business, all of its directors, officers, and partners are
					 presumed to be access persons.
"Advisory affiliate"
means an advisory
					 affiliate as defined by the Glossary of Terms for the Form ADV.
"Beneficial ownership"
means ownership that
					 meets the requirements of section 16 of the 1934 Act (15 U.S.C.
					 78p) and the rules and regulations thereunder
					 including
					 17 CFR
					 240.16a-1. Any report required by
					 17 C.F.R.
					 275.204A-1(b) may contain a
					 statement that the report will not be construed as an admission that the person
					 making the report has any direct or indirect beneficial ownership in the
					 security to which the report relates.
"Chief compliance officer"
means a supervised
					 person with the authority and resources to develop and enforce an investment
					 adviser's policies and procedures. The individual designated to serve as chief
					 compliance officer must be registered in the chief compliance officer's home
					 state as an investment adviser representative of the investment adviser and
					 must have the background and skills appropriate for fulfilling the
					 responsibilities of the position.
"Fund"
means an investment company registered
					 under the Investment Company Act of 1940.
"IARD"
means the FINRA-operated Investment
					 Adviser Registration Depository.
"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.
"Initial public offering"
means an offering of
					 securities under the 1933 Act (15 U.S.C.
					 77a) , the issuer of which, immediately
					 before the registration, was not subject to the reporting requirements of
					 sections 13 or 15(d) of the 1934 Act (15 U.S.C.
					 78m or
					 78o(d).
"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.
"Limited offering"
means an offering that is
					 exempt from registration under section 4(2) or section 4(5) of the 1933 Act
					 (15 U.S.C.
					 77d(2) or
					 77(d)(5))
					 or sections 504, 505, or 506 of Regulation D of the Securities Act of 1933
					 (17
					 C.F.R. 230.504,
					 230.505,
					 or
					 230.506.)
"Non-related person"
means not a "Related
					 person" as defined by the Glossary of Terms for the Form ADV.
"Office"
means any location where an
					 investment adviser and/or one or more of its investment adviser representatives
					 provides investment advisory services, solicits, meets with, or otherwise
					 communicates with clients or holds the location out to the general public as a
					 place at which an investment adviser and/or one or more of its investment
					 adviser representatives provides investment advisory services, solicits, meets
					 with, or otherwise communicates with clients.
"Reportable security"
means a security as
					 defined in section 202(a)(18) of the 1933 Act (15 U.S.C. 80b-2(a)(18))
					 , except that it does not include:
(A) direct obligations of the government of the United
					 States;
(B) banker's acceptances, bank certificates of deposit,
					 commercial paper and high-quality short-term debt instruments, including
					 repurchase agreements;
(C) shares issued by money market funds;
(D) shares issued by open-end funds other than reportable
					 funds; and
(E) shares issued by unit investment trusts that are
					 invested exclusively in one or more open-end funds, none of which are
					 reportable funds.
"Solicitor"
means any person who, directly or
					 indirectly, solicits any client for, or refers any client to, an investment
					 adviser.
"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. The definition
					 includes investment adviser representatives, employees, independent
					 contractors, or other associated persons and supervised personnel, or other
					 persons acting on behalf of the investment adviser.
Added at 21 Ok Reg
					 2532, eff 7-1-04