INVESTMENT ADVISERS
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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.

REGISTRATION CHOICES

The final rules also set deadlines for investment advisers to submit their Form ADV and, as applicable, deregister with the SEC. These rules establish a deadline of March 30, 2012 by which each adviser must determine whether it is eligible for SEC registration and file an amended FORM ADV. The rules also provide an additional ninety days for advisers no longer eligible for SEC registration to register with the appropriate state(s) and withdraw SEC registration. The deadline for state registration and SEC withdrawal deadline will be June 28, 2012. The final rules are on the SEC website here: http://www.sec.gov/rules/final/2011/ia-3221.pdf.

DOCUMENTS REQUIRED FOR STATE REGISTRATION

Investment advisers applying for initial registration pursuant to Section 1-406 of the Securities Act:

1. shall file with the IARD:
1. a completed Form ADV (Parts 1 and 2), and
2. the filing fee specified in Section 1-612 of the Securities Act;
2. shall file with the Department:
1. audited financial statements as required by 660:11-7-44 unless exempt therefrom;
2. a copy of the investment advisory contract* to be executed by Oklahoma clients; and
3. any additional documentation, supplemental forms and information as the Administrator may deem necessary; and
3. if a natural person, must have passed the applicable examinations specified in 660:11-7-13.

FORM ADV PART 2

As amended, Form ADV Part 2 consists of two sub-parts: Part 2A (the “Brochure”) and Part 2B (the Brochure Supplement). [Note: The previously used section was officially designated as Part II.] The amended rules and forms became effective October 12, 2010, at which time voluntary compliance was permitted.

Each registered adviser whose fiscal year ends on or after December 31, 2010, must include in its next annual updating amendment to its Form ADV a brochure that meets the requirements of amended Form ADV Part 2. Accordingly, each adviser with a fiscal year end of December 31, 2010 must file an annual updating amendment with the new brochures no later than March 31, 2011.

Within 60 days of filing such amendments, the adviser must deliver to its existing clients a brochure and brochure supplement that meets the requirements of the amended Form ADV [see FORM ADV PART 2B below re brochure supplements].

FORM ADV PART 2A

Part 2A, the Brochure, contains information about the adviser, including, among other things, its business, fees, types of clients, strategies, risks, conflicts of interest with its clients and a disciplinary history of the adviser and its officers, directors, employees and affiliates and must include or be accompanied by a “summary of material changes”.

Part 2A of Form ADV consists of a series of items that contain disclosure requirements for your firm’s brochure and any required supplements. The items require narrative responses and you must respond to each item. You must include the heading for each item provided by Part 2A immediately preceding your response to that item and provide responses in the same order as the items appear in Part 2A. If an item does not apply to your business, you must indicate that the item is not applicable.

Take particular note of Item 19, which lists the additional requirements for state registered advisers.

The summary of material changes is Item 2 on Part 2A of the ADV and states that if you are amending the Brochure for your annual update and it contains material changes from your last annual update, identify and discuss those changes on the cover page of the Brochure or on the page immediately following the cover page, or as a separate document accompanying the Brochure. You must state clearly that you are discussing only material changes since the last annual update of your Brochure, and you must provide the date of the last annual update of your Brochure.

The items in Part 2A of Form ADV are designed to promote effective communication between you and your clients. The Brochure and Brochure Supplements should be written in plain English, taking into consideration your clients’ level of financial sophistication.

The SEC Office of Investor Education and Advocacy offers A Plain English Handbook. The handbook can be found at: www.sec.gov/pdf/handbook.pdf.

FORM ADV PART 2B

Part 2B, the Brochure Supplement, contains biographical information about the adviser’s supervised persons who manage client portfolios. Among other things, the Brochure Supplement will contain information about the education background, business experience, and disciplinary history, if any, of the supervised persons who provide advisory services to the client.

At the time of your application for registration in Oklahoma, you should submit a copy of the brochure supplement for each supervised person doing business in that state. Advisers who are currently registered should submit such supplements as soon as possible although the deadline is 60 days after the filing of the brochure. For good cause shown the Administrator may grant an extension of time but in no event will the extension exceed the deadline imposed by the SEC on federally-registered advisers with the same fiscal year. Currently, the SEC has granted a four-month extension.

As with the Brochure, an investment adviser will be required to amend a Brochure Supplement promptly if it becomes materially inaccurate, but will not be required to update the Brochure Supplement on an annual basis.

ADVISORY CONTRACTS

Any references to the Investment Advisers Act of 1940 as your governing authority or the SEC as your regulator should be removed from the contract. All agreements/contracts need to state in the applicable section that the agreement with Oklahoma clients will be governed by the laws of the State of Oklahoma or the agreements must remain silent on jurisdiction and/or venue.