In witness whereof, I have hereunto affixed the official seal of the secretary of state of the State of Indiana.

Secretary of State.

The words "the secretary of state makes no recommendation relative to the purchase of any security offered for sale by any company" shall be printed in larger, bolder faced type than the other part of the certificate.

[Acts 1921, p. 240. In force March 9, 1921.]

4359v. Certificate, when issued, limitation.-5. The certificates provided for by this act may be issued at any time, and except in cases of licenses issued to dealers and salesmen, as hereinafter provided, shall apply only to the issues named in such certificates.

This section amends section 5, Acts 1920, p. 83.

4359w. Examination of licensee-Revocation-Appeal.-6. The securities commission may, at any time, make, or cause to be made, an examination into the affairs of any issuer. Such examination shall be full and complete, and in making the same, the examiner shall have access to and may compel the production of all books and papers of such issuer, and may administer oaths to and examine the officers of such issuer, or any other person connected therewith, as to its business and affairs, and may also require a balance sheet exhibiting the assets and liabilities of any such applicant or the income statement, or both, as provided in section 1 of this act, to be authenticated by a public accountant of this state or any other state, where the applicant's business is located. The securities commission may also, whenever such commission may deem it necessary, require such balance sheet or income statement, or both to be made more specific in such particulars as such commission shall point out, or brought down to date. If upon such examination, it shall appear:

1. That such certificate-holder is insolvent; or

2.

Has violated any of the provisions of this act; or

3. Has been or is engaged, or is about to engage in fraudulent transactions; or

4. Is in any other way dishonest or has made any fraudulent representations in any propectus [prospectus] that has been issued or in any circular or other literature that has been issued concerning said corporation; or

5. Is of bad business repute; or

6. That such issuer does not conduct its business in accordance with law; or

7. That its affairs are in an unsound condition then, and in any such case, the securities commission may revoke the certificate of authority of such issuer or certificate-holder to sell its securities in this state.

If such issuer be a foreign investment company and refuses to permit such examination to be made, the securities commission may likewise revoke its certificate of authority to sell its securities in this state.

The securities commission, in case of dishonest, deceitful or fraudulent conduct on the part of any agent, dealer or salesman, in connection with the carrying on of the business which he or it is licensed to transact, may revoke the license of such agent, dealer or salesman, or the securities commission may suspend the license of such agent, dealer or salesman, until the securities commission shall be satisfied to the contrary.

Any person, firm, corporation, co-partnership, company or association who shall, upon application therefor, have been refused a license or certificate to act as issuer, agent, dealer or salesman, or any such issuer, agent, dealer, or salesman, whose license or certificate shall have been revoked or suspended, as hereinbefore provided in this section, shall have the right of an appeal from the decision of the securities commission to the circuit or superior court of Marion county, within thirty (30) days from the date of such refusal, revocation or suspension, by giving bond, to be approved by the clerk of the court in the sum of five hundred dollars ($500), conditioned to pay all costs if the decision of the court shall be determined against him, them or it: Provided, That any case so brought shall have precedence over all other cases pending in any such court except trials for capital offenses and no change of venue from the county shall be allowed in any such case.

This section amends section 6, Acts 1920, p. 83.

4359x. Examination of applicant.-7. Before issuing a certificate to any applicant to sell securities under the provisions of this act, the securities commission may make, or cause to be made, such examinations or appraisals of the physical assets, property, effects and other matters affecting the fiscal affairs or the financial and moral standing of such applicant as the securities commission may deem necessary or advisable. Such examinations shall be made by persons competent to pass intelligent judgment on such matters. Any and all such examinations shall be made at the expense of the applicant, which shall include any and all expense actually and necessarily incurred in making such examinations, including reasonable compensation for the examiners employed, to be determined by the com

mission. In conducting any such examination the securities commission or any of its duly authorized agents, may examine, under oath, any of the officers, agents or employes of such applicant, and compel the production of books and papers. Before undertaking such examination, the secretary of state shall require of such applicant a certified check to cover the probable cost of such examination, and if the cost of such examination shall be less than the amount represented by such check, the residue shall be refunded to the applicant at the conclusion of such examination. If the amount of such check shall prove to be insufficient to conclude such examination, the secretary of state shall require other and similar checks, of any determinate amount, deemed to be sufficient to pay the costs of such examination.

This section amends section 7, Acts 1920, p. 83.

4359y. Agents, registration fee.-8. Any insurer who has been granted a certificate as hereinbefore provided in this act may appoint one or more agents, but no such agent shall do any business for such issuer until he shall first have filed an application with the securities commission to be registered with the securities commission as agent for such issuer and until he shall have received from the securities commission a license as an agent of such issuer, which license shall state therein the name of the issuer and the particular issue of securities which such agent is authorized to sell, and for each of such registrations there shall be paid to the secretary of state the sum of five dollars ($5). Any license so issued by the securities commission shall entitle such agent to represent such issuer as its agent, until revoked, suspended or calcelled or unless such issuer shall have been deprived of the right to do business in the State of Indiana: Provided, That no license shall be issued to any applicant to act as agent for any such issuer unless the securities commission, after careful inquiry and investigation, shall find that such applicant is a person of sound moral character and of business integrity.

This section amends section 8, Acts 1920, p. 83.

4359z. Foreign and domestic investment companies defined.-9. Every firm, corporation, co-partnership, company or association formed for any lawful purpose, now or hereafter organized in this state, whether incorporated or unincorporated, or the trustees, lessees or receivers thereof, which shall sell, negotiate for sale, invite offers for or inquiries about or advertise for sale any stocks, stock certificates, bonds, debentures, collateral trust certificates or any other securities of any kind or character, issued by him, them or it, and not exempt in this act, to any person or persons in this state, other than those specifically exempted hereunder, shall, for the purposes of this act, be known as a domestic investment company. Every firm,

corporation, co-partnership, company or association organized in or under the laws of any other state, territory or government, or the trustees, lessees, or receivers thereof, which shall sell, negotiate for sale, invite offers for or inquiries about or advertise for sale any stocks, stock certificates, bonds, debentures, collateral trust certificates or any other securities of any kind or character, issued by him, them or it, and not exempt in this act, to any person or persons, in this state, other than those specifically exempted hereunder, shall, for the purposes of this act, be known as a foreign investment company. Any foreign or domestic investment company, as hereinbefore defined, or any association organized by virtue of the common law, or any individual now or hereafter engaged in the sale or disposition of stocks, stock certificates, bonds, debentures, collateral trust certificates or any other securities of any kind or character, issued by him, them or it, and not exempt in this act, to any person or persons, in this state, through agents, dealers, salesmen or otherwise, shall be known and designated as an issuer.

This section amends section 9, Acts 1920, p. 83.

4359a1. License to dealers and salesmen, cancellation, fees.-9a. Persons, firms, copartnerships, companies, associations and corporations authorized under the provisions of this act, to deal in securities for or of issuers, other than themselves, shall, for the purposes of this act be known and designated as dealers. Any such person, firm, copartnership, company, association or corporation desiring to offer securities for or of an issuer other than himself, itself or themselves, for sale to the public in the State of Indiana, shall file application with the securities commission, to be issued a dealer's license, and, if the securities commission, after careful inquiry and investigation, shall find that such applicant is of sound, moral and business integrity, such license shall be issued by the securities commission upon the payment to the secretary of state of an annual fee of fifty dollars. ($50) and such license shall remain in full force and effect for a period of one (1) year from the date of issue, or until revoked or suspended for cause as hereinbefore provided. Every dealer, other than those organized under the laws of the State of Indiana, shall, at the time of making application for a license, file his, its or their irrevocable consent that suits and actions growing out of a violation of the provisions of this act may be commenced, prosecuted and determined against such dealer in the same manner as suits may be commenced, prosecuted and determined against foreign investment companies, as prescribed in section 1 of this act.

Each salesman employed by a dealer shall be issued a license as a salesman for such dealer in the sale of securities, at the written re

quest of such dealer, and the payment to the secretary of state of an annual fee of five dollars ($5) which license shall continue in force for a period of one (1) year from the date of issue, or until the cancellation of such is requested in writing by such dealer, or until revoked or suspended by the securities commission as herein provided: Provided, That no license shall be issued to any such person to act as salesman for any dealer unless the securities commission, after careful inquiry and investigation shall find that such person is of sound, moral and business integrity. Any salesman may at any time resign his position by surrendering his license as a salesman to the dealer he represents and such dealer shall immediately transmit such license to the securities commission, which shall thereupon cancel such license. The fee for the annual renewal of a dealer's license shall be fifty dollars ($50) and the fee for the annual renewal of a salesman's license shall be five dollars ($5), and such licenses shall be issued upon application therefor in the same manner and subject to the same restrictions as are hereinbefore provided for the original issue of such licenses.

This section amends section 9a, Acts 1920, p. 83.

4359b1. Securities exempted.-10. The term "securities" as used in this act shall not be deemed to include any of the following:

1. Bonds of a county, township, city, town, government, governmental agency or other public securities.

2. Stocks, bonds, or other securities of quasi-public corporations, the issue of whose securities is regulated by the public service commission or board of this state, or of any state or territory or of the United States or of any foreign government.

3. Stocks, bonds or other securities sold at judicial, executors, administrators or trustees in bankruptcy sale.

4.

Bonds or notes secured by first mortgage lien upon real estate or lease-holds within this state where the entire mortgage, together with all the bonds and notes based thereon, are sold or offered for sale to a single purchaser as a single sale.

5. Securities of corporations organized and existing under and by virtue of the acts of the Congress of the United States, in cases where the issue of such securities is regulated by any board, commission or department of the United States government.

6. Securities appearing in any list of securities dealt in on any recognized and responsible stock exchange which has been previously approved by the securities commission and which securities have been so listed pursuant to official authorization by such exchange, and also all securities senior to any securities so appearing: Provided, however, That the securities commission may at any time withdraw its