Okla. Admin. Code § 660:11-7-2

Current through Vol. 41, No. 19, June 17, 2024
Section 660:11-7-2 - Definitions

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.

Okla. Admin. Code § 660:11-7-2

Added at 21 Ok Reg 2532, eff 7-1-04
Amended by Oklahoma Register, Volume 35, Issue 24, September 4, 2018, eff. 11/1/2018
Amended by Oklahoma Register, Volume 37, Issue 24, September 1, 2020, eff. 11/1/2020
Amended by Oklahoma Register, Volume 39, Issue 24, September 1, 2022, eff. 9/15/2022