STATE OF OKLAHOMA
DEPARTMENT OF SECURITIES
First National Center, Suite 860
120 North Robinson
Oklahoma City, Oklahoma 73102

ORDER

FINDINGS OF FACT

     1. Pursuant to Section 1-403 of the Oklahoma Uniform Securities Act of 2004 ("OUSA") Okla. Stat. tit. 71, 1-101 - 1-701 (Supp. 2003), effective July 1, 2004, a person that meets the definition of "investment adviser" as set forth in Section 1-102.17 of OUSA must be registered as an investment adviser unless excluded from the definition or exempt from registration.

     2. Section 201(c) of the Oklahoma Securities Act ("OSA"), Okla. Stat. tit. 71, 1-413, 501, 701-703 (2001 & Supp. 2003), repealed effective July 1, 2004, imposed a similar registration requirement. However, Section 2(l)(4) of OSA provided an exclusion from the definition of "investment adviser" for certain professionals that engaged in the business of exploring for and/or producing oil and gas or other valuable minerals as an ongoing business when they gave advice, analyses, interpretations or reports that related to securities covered by Section 2(v)(17) of OSA.

     3. The Administrator takes notice that the inclusion of these professionals within the definition of "investment adviser" when they engage in the described activities would be highly burdensome and is not necessary for the protection of investors.

     4. The Administrator has determined to exclude certain professionals who engage in the described activities from the definition of "investment adviser."

AUTHORITIES

1. Section 1-102 of OUSA states in pertinent part:

In this act, unless the context otherwise requires:

* * *
17. "Investment adviser" means a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. The term includes a financial planner or other person that, as an integral component of other financially related services, provides investment advice to others for compensation as part of a business or that holds itself out as providing investment advice to others for compensation. The term does not include:
* * *

f. any other person excluded by rule adopted or order issued under this act[.]

2. Section 1-403 of OUSA states in pertinent part:

A. It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this act as an investment adviser or is exempt from registration as an investment adviser under subsection B of this section.

3. Section 1-605 of OUSA states in pertinent part:

B. Under this act, a rule or form may not be adopted or amended, or an order issued or amended, unless the Administrator finds that the rule, form, order, or amendment is necessary or appropriate in the public interest or for the protection of investors and is consistent with the purposes intended by this act.

CONCLUSION OF LAW

     It is appropriate and in the public interest, and consistent with the purposes fairly intended by the policy and provisions of OUSA, to exclude the persons described below from the definition of "investment adviser" only when engaging in the described activities.

ORDER

NOW THEREFORE, BASED UPON AND SUBJECT TO THE FOREGOING, IT IS HEREBY ORDERED that effective July 1, 2004, the following persons shall be excluded from the definition of "investment adviser":

a professional geologist, professional engineer or professional geophysicist and professional petroleum landman who is engaged in the business of exploring for and/or producing oil and gas or other valuable minerals as an ongoing business only when giving advice, analyses, interpretations or reports that relate to interests in oil, gas, or other mineral leases.

     WITNESS the Official Seal of the Oklahoma Department of Securities at Oklahoma City, Oklahoma.

(SEAL)

/s/ IRVING L. FAUGHT
IRVING L. FAUGHT, ADMINISTRATOR OF THE
OKLAHOMA DEPARTMENT OF SECURITIES