Okla. Stat. tit. 71, § 71-1-403: Investment adviser registration requirement and

exemptions.

A. It is unlawful and shall be deemed a Class C2 felony offense

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.

B. The following persons are exempt from the registration

requirement of subsection A of this section:

1. A federal covered investment adviser;

2. A person without a place of business in this state that is

registered under the securities act of the state in which that

person has its principal place of business if its only clients in

this state are:

a. federal covered investment advisers, investment

advisers registered under this act, or broker-dealers

registered under this act,

b. institutional investors,

c. bona fide preexisting clients whose principal places

of residence are not in this state if the investment

adviser is registered under the securities act of the

state in which the clients maintain principal places

of residence, or

d. any other client exempted by rule adopted or order

issued under this act;

3. A person without a place of business in this state if the

person has had, during the preceding twelve (12) months, not more

than five clients that are residents of this state in addition to

those specified under paragraph 2 of this subsection; or

4. Any other person exempted by rule adopted or order issued

under this act.

C. It is unlawful and shall be deemed a Class C2 felony offense

for an investment adviser, directly or indirectly, to employ or

associate with an individual to engage in an activity related to

investment advice in this state if the registration of the

individual is suspended or revoked under this act, or the individual

is barred from employment or association with an investment adviser,

federal covered investment adviser, or broker-dealer by an order

under this act, the Securities and Exchange Commission, or a self-

regulatory organization, unless the investment adviser did not know,

and in the exercise of reasonable care could not have known, of the

suspension, revocation, or bar. Upon request from the investment

adviser and for good cause, the Administrator, by order, may waive,

in whole or in part, the application of the prohibitions of this

subsection to the investment adviser.

D. It is unlawful and shall be deemed a Class C2 felony offense

for an investment adviser to employ or associate with an individual

required to be registered under this act as an investment adviser

representative who transacts business in this state on behalf of the

investment adviser unless the individual is registered under

subsection A of Section 1-404 of this title or is exempt from

registration under subsection B of Section 1-404 of this title.

E. The exemption from registration provided by subparagraph b

of paragraph 2 of subsection B of this section shall not be

available to any person who acts as an investment adviser to the

state, any county, municipality or school district of this state, or

any other political subdivision of this state; any agency or

corporate or other instrumentality of any such entity; or any

pension fund for the benefit of employees of any such entity, unless

registered with the Securities and Exchange Commission and the

Municipal Securities Rulemaking Board.