Public Act 93-0580

SB1865 Enrolled                      LRB093 03738 JLS 11715 b

    AN ACT concerning securities regulation.

    Be it enacted by the People of  the  State  of  Illinois,
represented in the General Assembly:

    Section 5. The Illinois Securities Law of 1953 is amended
by changing Sections 8, 11, 11b, 12, and 14 as follows:

    (815 ILCS 5/8) (from Ch. 121 1/2, par. 137.8)
    Sec.   8.  Registration   of  dealers,  limited  Canadian
dealers, salespersons, investment  advisers,  and  investment
adviser representatives.

    A.  Except  as  otherwise  provided in this subsection A,
every   dealer,   limited   Canadian   dealer,   salesperson,
investment adviser,  and  investment  adviser  representative
shall  be registered as such with the Secretary of State.  No
dealer  or  salesperson  need  be  registered  as  such  when
offering or selling securities in  transactions  exempted  by
subsection  A,  B, C, D, E, G, H, I, J, K, M, O, P, Q, R or S
of Section 4 of  this  Act,  provided  that  such  dealer  or
salesperson  is  not  regularly  engaged  in  the business of
offering or selling securities in reliance upon the exemption
set forth in subsection G or M of Section 4 of this  Act.  No
dealer,   issuer   or   controlling  person  shall  employ  a
salesperson unless such salesperson  is  registered  as  such
with the Secretary of State or is employed for the purpose of
offering   or   selling  securities  solely  in  transactions
exempted by subsection A, B, C, D, E, G, H, I, J, K, L, M, O,
P, Q, R or S of Section 4 of this  Act;  provided  that  such
salesperson   need   not   be   registered   when   effecting
transactions  in  this  State  limited  to those transactions
described in Section 15(h)(2) of  the  Federal  1934  Act  or
engaging  in  the  offer  or sale of securities in respect of
which he or she has beneficial ownership and is a controlling
person.  The Secretary of State may, by rule,  regulation  or
order  and subject to such terms, conditions, and fees as may
be prescribed in such rule, regulation or order, exempt  from
the   registration   requirements   of  this  Section  8  any
investment adviser, if the Secretary of State shall find that
such registration is not necessary in the public interest  by
reason  of  the small  number of clients or otherwise limited
character of operation of such investment adviser.

    B.  An  application  for  registration  as  a  dealer  or
limited Canadian dealer, executed, verified, or authenticated
by or on behalf of the applicant, shall  be  filed  with  the
Secretary  of  State,  in such form as the Secretary of State
may by rule, regulation or order prescribe, setting forth  or
accompanied by:
         (1)  The  name  and  address  of  the applicant, the
    location of its principal business office and all  branch
    offices, if any, and the date of its organization;
         (2)  A  statement  of  any  other  Federal  or state
    licenses or registrations which  have  been  granted  the
    applicant  and whether any such licenses or registrations
    have ever been refused, cancelled, suspended, revoked  or
    withdrawn;
         (3)  The   assets  and  all  liabilities,  including
    contingent liabilities of the applicant, as of a date not
    more than 60 days prior to the filing of the application;
         (4) (a)  A  brief  description  of  any   civil   or
    criminal  proceeding  of  which  fraud  is  an  essential
    element  pending  against  the  applicant and whether the
    applicant has ever been convicted of a felony, or of  any
    misdemeanor of which fraud is an essential element;
         (b)  A  list  setting  forth the name, residence and
    business address and a 10 year occupational statement  of
    each   principal   of   the  applicant  and  a  statement
    describing briefly any civil or criminal  proceedings  of
    which  fraud  is an essential element pending against any
    such principal and the facts concerning any conviction of
    any such principal of a felony, or of any misdemeanor  of
    which fraud is an essential element;
         (5)  If  the  applicant  is a corporation: a list of
    its officers and directors setting  forth  the  residence
    and  business  address  of  each;  a 10-year occupational
    statement  of  each  such  officer  or  director;  and  a
    statement  describing  briefly  any  civil  or   criminal
    proceedings  of  which  fraud  is  an  essential  element
    pending  against  each  such  officer or director and the
    facts  concerning  any  conviction  of  any  officer   or
    director  of  a  felony,  or  of any misdemeanor of which
    fraud is an essential element;
         (6)  If the applicant is a  sole  proprietorship,  a
    partnership, limited liability company, an unincorporated
    association or any similar form of business organization:
    the   name,   residence   and  business  address  of  the
    proprietor or of each partner, member, officer, director,
    trustee or manager;  the  limitations,  if  any,  of  the
    liability of each such individual; a 10-year occupational
    statement of each such individual; a statement describing
    briefly  any civil or criminal proceedings of which fraud
    is  an  essential  element  pending  against  each   such
    individual and the facts concerning any conviction of any
    such  individual  of  a  felony, or of any misdemeanor of
    which fraud is an essential element;
         (7)  Such additional information as the Secretary of
    State may by rule or regulation prescribe as necessary to
    determine  the  applicant's   financial   responsibility,
    business repute and qualification to act as a dealer.
         (8) (a)  No   applicant   shall   be  registered  or
    re-registered as a  dealer  or  limited  Canadian  dealer
    under this Section unless and until each principal of the
    dealer   has  passed  an  examination  conducted  by  the
    Secretary of State or a self-regulatory  organization  of
    securities  dealers  or similar person, which examination
    has been designated by the Secretary  of State  by  rule,
    regulation  or  order  to be satisfactory for purposes of
    determining  whether   the   applicant   has   sufficient
    knowledge  of  the  securities business and laws relating
    thereto to act as a registered dealer. Any dealer who was
    registered on September 30, 1963, and has continued to be
    so  registered;  and  any  principal  of  any  registered
    dealer,  who  was  acting  in  such   capacity   on   and
    continuously since September 30, 1963; and any individual
    who has previously passed a securities dealer examination
    administered by the Secretary of State or any examination
    designated  by  the Secretary of State to be satisfactory
    for purposes of determining  whether  the  applicant  has
    sufficient  knowledge of the securities business and laws
    relating thereto to act as a registered dealer  by  rule,
    regulation  or  order,  shall  not be required to pass an
    examination in order to continue to act in such capacity.
    The Secretary of State may by order waive the examination
    requirement  for  any  principal  of  an  applicant   for
    registration  under  this  subsection  B who has had such
    experience  or  education  relating  to  the   securities
    business  as  may be determined by the Secretary of State
    to be the equivalent of such  examination.   Any  request
    for  such  a  waiver shall be filed with the Secretary of
    State in such form  as  may  be  prescribed  by  rule  or
    regulation.
         (b)  Unless  an  applicant  is  a member of the body
    corporate known as  the  Securities  Investor  Protection
    Corporation  established  pursuant to the Act of Congress
    of the United States known  as  the  Securities  Investor
    Protection  Act  of  1970,  as  amended,  a  member of an
    association  of  dealers   registered   as   a   national
    securities  association  pursuant  to  Section 15A of the
    Federal 1934  Act,  or  a  member  of  a  self-regulatory
    organization  or  stock  exchange  in  Canada  which  the
    Secretary  of  State  has designated by rule or order, an
    applicant shall not be registered or re-registered unless
    and until there is filed  with  the  Secretary  of  State
    evidence  that  such applicant has in effect insurance or
    other equivalent protection for  each  client's  cash  or
    securities  held  by  such  applicant, and an undertaking
    that  such  applicant  will  continually  maintain   such
    insurance  or  other  protection  during  the  period  of
    registration  or re-registration. Such insurance or other
    protection shall be  in  a  form  and  amount  reasonably
    prescribed   by   the  Secretary  of  State  by  rule  or
    regulation.
         (9)  The  application  for  the  registration  of  a
    dealer or limited Canadian dealer  shall  be  accompanied
    by  a filing fee and a fee for each branch office in this
    State, in each case in the amount established pursuant to
    Section  11a  of  this  Act,  which  fees  shall  not  be
    returnable in any event.
         (10)  The Secretary of State shall notify the dealer
    or  limited  Canadian dealer by written notice (which may
    be  by  electronic  or  facsimile  transmission)  of  the
    effectiveness of the registration as  a  dealer  in  this
    State.
         (11)  Any  change  which  renders no longer accurate
    any  information  contained  in   any   application   for
    registration  or  re-registration  of a dealer or limited
    Canadian dealer shall be reported  to  the  Secretary  of
    State  within  10  business  days after the occurrence of
    such change;  but in respect to  assets  and  liabilities
    only materially adverse changes need be reported.
    C.  Any   registered  dealer,  limited  Canadian  dealer,
issuer,  or  controlling  person  desiring  to   register   a
salesperson  shall  file an application with the Secretary of
State, in such form as the Secretary of State may by rule  or
regulation  prescribe,  which  the salesperson is required by
this Section to provide to the dealer, issuer, or controlling
person,  executed,  verified,   or   authenticated   by   the
salesperson setting forth or accompanied by:
         (1)  the name, residence and business address of the
    salesperson;
         (2)  whether   any   federal  or  State  license  or
    registration  as  dealer,  limited  Canadian  dealer,  or
    salesperson has ever  been  refused  the  salesperson  or
    cancelled,   suspended,   revoked,   withdrawn,   barred,
    limited,  or  otherwise  adversely  affected in a similar
    manner or whether the salesperson has ever been  censured
    or expelled;
         (3)  the  nature  of  employment with, and names and
    addresses of, employers of the  salesperson  for  the  10
    years immediately preceding the date of application;
         (4)  a  brief  description  of any civil or criminal
    proceedings  of  which  fraud  is  an  essential  element
    pending  against  the  salesperson,   and   whether   the
    salesperson  has  ever  been convicted of a felony, or of
    any misdemeanor of which fraud is an essential element;
         (5)  such additional information as the Secretary of
    State may by  rule,  regulation  or  order  prescribe  as
    necessary  to determine the salesperson's business repute
    and qualification to act as a salesperson; and
         (6)  no   individual   shall   be   registered    or
    re-registered  as a salesperson under this Section unless
    and until  such  individual  has  passed  an  examination
    conducted  by the Secretary of State or a self-regulatory
    organization of securities  dealers  or  similar  person,
    which examination has been designated by the Secretary of
    State by rule, regulation or order to be satisfactory for
    purposes   of   determining  whether  the  applicant  has
    sufficient knowledge of the securities business and  laws
    relating thereto to act as a registered salesperson.
         Any   salesperson   who   was  registered  prior  to
    September  30,  1963,  and  has  continued   to   be   so
    registered,   and   any   individual  who  has  passed  a
    securities salesperson examination  administered  by  the
    Secretary  of  State  or an examination designated by the
    Secretary of State by rule, regulation  or  order  to  be
    satisfactory  for  purposes  of  determining  whether the
    applicant has  sufficient  knowledge  of  the  securities
    business and laws relating thereto to act as a registered
    salesperson, shall not be required to pass an examination
    in  order  to  continue  to  act  as  a  salesperson. The
    Secretary of State may by  order  waive  the  examination
    requirement for any applicant for registration under this
    subsection  C  who  has  had such experience or education
    relating to the securities business as may be  determined
    by  the  Secretary  of State to be the equivalent of such
    examination.  Any request for  such  a  waiver  shall  be
    filed  with the Secretary of State in such form as may be
    prescribed by rule, regulation or order.
         (7)  The   application   for   registration   of   a
    salesperson shall be accompanied by a filing  fee  and  a
    Securities  Audit  and  Enforcement Fund fee, each in the
    amount established pursuant to Section 11a of  this  Act,
    which shall not be returnable in any event.
         (8)  Any change which renders no longer accurate any
    information contained in any application for registration
    or  re-registration as a salesperson shall be reported to
    the Secretary of State within 10 business days after  the
    occurrence   of   such  change.  If  the  activities  are
    terminated which rendered an individual a salesperson for
    the dealer, issuer or  controlling  person,  the  dealer,
    issuer  or controlling person, as the case may be,  shall
    notify the Secretary of State, in writing, within 30 days
    of the salesperson's cessation of activities,  using  the
    appropriate termination notice form.
         (9)  A  registered  salesperson  may transfer his or
    her registration under this Section 8 for  the  unexpired
    term  thereof  from  one  registered  dealer  or  limited
    Canadian dealer to another by the giving of notice of the
    transfer by the new registered dealer or limited Canadian
    dealer to the Secretary of State in such form and subject
    to  such  conditions  as  the Secretary of State shall by
    rule or regulation prescribe.  The new registered  dealer
    or   limited  Canadian  dealer  shall  promptly  file  an
    application  for  registration  of  such  salesperson  as
    provided in this subsection C, accompanied by the  filing
    fee prescribed by paragraph (7) of this subsection C.

    C-5.  Except  with  respect to federal covered investment
advisers whose  only  clients  are  investment  companies  as
defined  in  the Federal 1940 Act, other investment advisers,
federal covered investment advisers, or  any  similar  person
which  the Secretary of State may prescribe by rule or order,
a federal covered investment  adviser  shall  file  with  the
Secretary  of  State,  prior  to  acting as a federal covered
investment adviser in this State, such documents as have been
filed with the Securities  and  Exchange  Commission  as  the
Secretary  of  State  by  rule  or  order may prescribe.  The
notification of a federal covered investment adviser shall be
accompanied by a notification filing fee established pursuant
to Section 11a of this Act, which shall not be returnable  in
any   event.   Every  person  acting  as  a  federal  covered
investment adviser in this State shall  file  a  notification
filing  and pay an annual notification filing fee established
pursuant to Section 11a of this Act, which is not  returnable
in  any  event.   The  failure  to file any such notification
shall constitute a violation of subsection D of Section 12 of
this Act, subject to the penalties enumerated in  Section  14
of  this  Act. Until October 10, 1999 or other date as may be
legally permissible, a federal covered investment adviser who
fails to file the notification or refuses to pay the fees  as
required  by  this subsection shall register as an investment
adviser with the Secretary of State under Section 8  of  this
Act.  The  civil  remedies  provided  for  in subsection A of
Section 13 of this Act and the civil remedies  of  rescission
and appointment of receiver, conservator, ancillary receiver,
or  ancillary  conservator  provided  for  in subsection F of
Section 13 of this Act shall not  be  available  against  any
person by reason of the failure to file any such notification
or  to pay the notification fee or on account of the contents
of any such notification.

    D.  An application  for  registration  as  an  investment
adviser, executed, verified, or authenticated by or on behalf
of the applicant, shall be filed with the Secretary of State,
in  such  form  as  the  Secretary  of  State  may by rule or
regulation prescribe, setting forth or accompanied by:
         (1)  The name and form of organization  under  which
    the  investment  adviser  engages or intends to engage in
    business;  the  state  or  country  and   date   of   its
    organization;  the  location  of  the adviser's principal
    business office and branch offices, if any; the names and
    addresses of the adviser's principal, partners, officers,
    directors, and persons performing similar  functions  or,
    if  the  investment  adviser  is  an  individual,  of the
    individual; and the number of the adviser's employees who
    perform investment advisory functions;
         (2)  The education, the  business  affiliations  for
    the  past 10 years, and the present business affiliations
    of the investment adviser and of the adviser's principal,
    partners, officers,  directors,  and  persons  performing
    similar  functions  and  of  any  person  controlling the
    investment adviser;
         (3)  The nature of the business  of  the  investment
    adviser,  including  the  manner  of  giving  advice  and
    rendering analyses or reports;
         (4)  The  nature  and  scope of the authority of the
    investment adviser with respect  to  clients'  funds  and
    accounts;
         (5)  The  basis  or  bases upon which the investment
    adviser is compensated;
         (6)  Whether   the   investment   adviser   or   any
    principal, partner, officer, director, person  performing
    similar  functions  or  person controlling the investment
    adviser  (i)  within  10  years  of  the  filing  of  the
    application has been convicted of a  felony,  or  of  any
    misdemeanor  of  which  fraud is an essential element, or
    (ii) is permanently or temporarily enjoined by  order  or
    judgment   from   acting   as   an   investment  adviser,
    underwriter, dealer, principal or  salesperson,  or  from
    engaging  in  or  continuing  any  conduct or practice in
    connection with any such activity or in  connection  with
    the  purchase  or  sale of any security, and in each case
    the facts relating to the conviction, order or judgment;
         (7) (a)  A statement as to  whether  the  investment
    adviser  is  engaged  or  is  to  engage primarily in the
    business of rendering  investment  supervisory  services;
    and
         (b)  A  statement  that  the investment adviser will
    furnish his, her, or its clients with such information as
    the Secretary  of  State  deems  necessary  in  the  form
    prescribed   by   the  Secretary  of  State  by  rule  or
    regulation;
         (8)  Such additional information as the Secretary of
    State may, by rule,  regulation  or  order  prescribe  as
    necessary   to   determine   the   applicant's  financial
    responsibility, business repute and qualification to  act
    as an investment adviser.
         (9)  No    applicant    shall   be   registered   or
    re-registered as an investment adviser under this Section
    unless and until each principal of the applicant  who  is
    actively  engaged  in  the  conduct and management of the
    applicant's advisory business in this State has passed an
    examination or completed an educational program conducted
    by the Secretary of State or an association of investment
    advisers  or  similar  person,   which   examination   or
    educational  program has been designated by the Secretary
    of State by rule, regulation or order to be  satisfactory
    for  purposes  of  determining  whether the applicant has
    sufficient knowledge of the securities business and  laws
    relating  thereto to conduct the business of a registered
    investment adviser.
         Any person who was a registered  investment  adviser
    prior  to  September 30, 1963, and has continued to be so
    registered,  and  any  individual  who  has   passed   an
    investment   adviser   examination  administered  by  the
    Secretary of State, or passed an examination or completed
    an educational program designated  by  the  Secretary  of
    State by rule, regulation or order to be satisfactory for
    purposes   of   determining  whether  the  applicant  has
    sufficient knowledge of the securities business and  laws
    relating  thereto to conduct the business of a registered
    investment adviser, shall not  be  required  to  pass  an
    examination  or  complete an educational program in order
    to  continue  to  act  as  an  investment  adviser.   The
    Secretary of State may by order waive the examination  or
    educational  program  requirement  for  any applicant for
    registration under this subsection D if the principal  of
    the  applicant who is actively engaged in the conduct and
    management of the applicant's advisory business  in  this
    State  has  had  such experience or education relating to
    the securities business  as  may  be  determined  by  the
    Secretary   of   State   to  be  the  equivalent  of  the
    examination or educational program.  Any  request  for  a
    waiver shall be filed with the Secretary of State in such
    form as may be prescribed by rule or regulation.
         (10)  No    applicant   shall   be   registered   or
    re-registered as an investment adviser under this Section
    8   unless   the   application   for   registration    or
    re-registration  is  accompanied  by  an  application for
    registration or re-registration for each person acting as
    an investment adviser representative  on  behalf  of  the
    adviser  and  a Securities Audit and Enforcement Fund fee
    that shall not be returnable in any event  is  paid  with
    respect to each investment adviser representative.
         (11)  The   application   for   registration  of  an
    investment adviser shall be accompanied by a  filing  fee
    and  a  fee for each branch office in this State, in each
    case in the amount established pursuant to Section 11a of
    this Act, which fees  shall  not  be  returnable  in  any
    event.
         (12)  The   Secretary  of  State  shall  notify  the
    investment adviser by written notice  (which  may  be  by
    electronic    or    facsimile    transmission)   of   the
    effectiveness  of  the  registration  as  an   investment
    adviser in this State.
         (13)  Any  change  which  renders no longer accurate
    any  information  contained  in   any   application   for
    registration  or re-registration of an investment adviser
    shall be reported to the Secretary  of  State  within  10
    business  days  after  the  occurrence of the change.  In
    respect  to  assets  and  liabilities  of  an  investment
    adviser  that  retains  custody  of  clients'   cash   or
    securities  or  accepts  pre-payment of fees in excess of
    $500 per client and 6 or  more  months  in  advance  only
    materially  adverse  changes  need be reported by written
    notice  (which  may  be  by   electronic   or   facsimile
    transmission)  no later than the close of business on the
    second business day following the discovery thereof.
         (14)  Each  application  for  registration   as   an
    investment  adviser  shall become effective automatically
    on the 45th day following the filing of the  application,
    required  documents  or  information,  and payment of the
    required fee  unless  (i)  the  Secretary  of  State  has
    registered  the  investment adviser prior to that date or
    (ii) an action with respect to the applicant  is  pending
    under Section 11 of this Act.

    D-5.  A  registered investment adviser or federal covered
investment  adviser    desiring  to  register  an  investment
adviser representative shall file  an  application  with  the
Secretary of State, in the form as the Secretary of State may
by  rule  or  order  prescribe,  which the investment adviser
representative is required by this Section to provide to  the
investment  adviser,  executed, verified, or authenticated by
the investment adviser representative and  setting  forth  or
accompanied by:
         (1)  The  name,  residence,  and business address of
    the investment adviser representative;
         (2)  A  statement  whether  any  federal  or   state
    license   or   registration  as  a  dealer,  salesperson,
    investment adviser, or investment adviser  representative
    has  ever  been  refused, canceled, suspended, revoked or
    withdrawn;
         (3)  The nature of employment with,  and  names  and
    addresses   of,   employers  of  the  investment  adviser
    representative for the 10 years immediately preceding the
    date of application;
         (4)  A brief description of any  civil  or  criminal
    proceedings,  of  which  fraud  is  an essential element,
    pending against the investment adviser representative and
    whether the investment adviser  representative  has  ever
    been convicted of a felony or of any misdemeanor of which
    fraud is an essential element;
         (5)  Such additional information as the Secretary of
    State  may  by  rule  or  order prescribe as necessary to
    determine   the   investment   adviser   representative's
    business repute or qualification to act as an  investment
    adviser representative;
         (6)  Documentation that the individual has passed an
    examination  conducted  by  the  Secretary  of  State, an
    organization of investment advisers, or  similar  person,
    which examination has been designated by the Secretary of
    State by rule or order to be satisfactory for purposes of
    determining   whether   the   applicant   has  sufficient
    knowledge  of  the  investment  advisory  or   securities
    business  and  laws relating to that business to act as a
    registered investment adviser representative; and
         (7)  A Securities Audit  and  Enforcement  Fund  fee
    established  under  Section  11a of this Act, which shall
    not be returnable in any event.
    The Secretary of State may by order waive the examination
requirement for an  applicant  for  registration  under  this
subsection  D-5  who  has  had  the  experience  or education
relating to the investment advisory or securities business as
may be determined  by  the  Secretary  of  State  to  be  the
equivalent  of the examination.  A request for a waiver shall
be filed with the Secretary of State in the form  as  may  be
prescribed by rule or order.
    A  change that renders no longer accurate any information
contained   in   any   application   for   registration    or
re-registration  as an investment adviser representative must
be reported to the Secretary of State within 10 business days
after the occurrence of the change.  If the  activities  that
rendered  an  individual an investment adviser representative
for the investment adviser  are  terminated,  the  investment
adviser shall notify the Secretary of State in writing (which
may  be  by  electronic or facsimile transmission), within 30
days of the investment adviser representative's  termination,
using   the   appropriate  termination  notice  form  as  the
Secretary of State may prescribe by rule or order.
    A  registered  investment  adviser   representative   may
transfer his or her registration under this Section 8 for the
unexpired  term  of  the  registration  from  one  registered
investment  adviser to another by the giving of notice of the
transfer by the new investment adviser to  the  Secretary  of
State  in  the  form  and  subject  to  the conditions as the
Secretary  of  State  shall  prescribe.  The  new  registered
investment adviser shall promptly  file  an  application  for
registration  of  the  investment  adviser  representative as
provided in this subsection, accompanied  by  the  Securities
Audit and Enforcement Fund fee prescribed by paragraph (7) of
this subsection D-5.

    E. (1)  Subject  to  the  provisions  of  subsection F of
Section 11 of this Act, the registration of a dealer, limited
Canadian  dealer,   salesperson,   investment   adviser,   or
investment adviser representative may be denied, suspended or
revoked  if  the  Secretary  of  State finds that the dealer,
limited Canadian dealer, salesperson, investment adviser,  or
investment  adviser  representative or any principal officer,
director, partner, member, trustee, manager or any person who
performs a similar function of the dealer,  limited  Canadian
dealer, or investment adviser:
         (a)  has  been convicted of any felony during the 10
    year  period  preceding  the  date  of  filing   of   any
    application  for  registration or at any time thereafter,
    or of any misdemeanor of  which  fraud  is  an  essential
    element;
         (b)  has   engaged  in  any  unethical  practice  in
    connection with  any  security,  the  offer  or  sale  of
    securities or in any fraudulent business practice;
         (c)  has   failed   to  account  for  any  money  or
    property, or has failed to deliver any security,  to  any
    person  entitled  thereto when due or within a reasonable
    time thereafter;
         (d)  in the  case  of  a  dealer,  limited  Canadian
    dealer, or investment adviser, is insolvent;
         (e)  in  the  case  of  a  dealer,  limited Canadian
    dealer, salesperson, or registered principal of a  dealer
    or  limited  Canadian dealer (i) has failed reasonably to
    supervise  the  securities  activities  of  any  of   its
    salespersons  or  other  employees  and  the  failure has
    permitted or facilitated a violation  of  Section  12  of
    this Act or (ii) is offering or selling or has offered or
    sold securities in this State through a salesperson other
    than  a  registered  salesperson,  or,  in  the case of a
    salesperson, is selling or has sold  securities  in  this
    State  for  a  dealer, limited Canadian dealer, issuer or
    controlling  person  with  knowledge  that  the   dealer,
    limited Canadian dealer, issuer or controlling person has
    not complied with the provisions of this Act or (iii) has
    failed  reasonably  to  supervise  the  implementation of
    compliance measures following notice by the Secretary  of
    State   of   noncompliance  with  the  Act  or  with  the
    regulations promulgated thereunder or both  or  (iv)  has
    failed  to  maintain  and  enforce  written procedures to
    supervise the types of business in which it  engages  and
    to  supervise the activities of its salespersons that are
    reasonably designed to achieve compliance with applicable
    securities laws and regulations;
         (f)  in the  case  of  an  investment  adviser,  has
    failed reasonably to supervise the advisory activities of
    any   of   its   investment  adviser  representatives  or
    employees and the failure has permitted or facilitated  a
    violation of Section 12 of this Act;
         (g)  has violated any of the provisions of this Act;
         (h)  has  made any material misrepresentation to the
    Secretary of State in  connection  with  any  information
    deemed necessary by the Secretary of State to determine a
    dealer's,   limited   Canadian  dealer's,  or  investment
    adviser's financial responsibility or a dealer's, limited
    Canadian dealer's, investment  adviser's,  salesperson's,
    or investment adviser representative's business repute or
    qualifications,  or  has  refused  to  furnish  any  such
    information requested by the Secretary of State;
         (i)  has  had  a  license  or registration under any
    Federal or State law regulating  the  offer  or  sale  of
    securities,  or  commodity  futures  contracts,  or stock
    futures   contracts   refused,   cancelled,    suspended,
    withdrawn,  revoked, or otherwise adversely affected in a
    similar manner;
         (j)  has had membership in or association  with  any
    self-regulatory organization registered under the Federal
    1934  Act  or  the  Federal  1974 Act suspended, revoked,
    refused, expelled,  cancelled,  barred,  limited  in  any
    capacity,  or  otherwise  adversely affected in a similar
    manner arising from any fraudulent or deceptive act or  a
    practice in violation of any rule, regulation or standard
    duly promulgated by the self-regulatory organization;
         (k)  has  had  any  order  entered  against it after
    notice and opportunity for hearing by a securities agency
    of any state, any foreign government or  agency  thereof,
    the  Securities  and  Exchange Commission, or the Federal
    Commodities Futures Trading Commission arising  from  any
    fraudulent or deceptive act or a practice in violation of
    any   statute,   rule   or   regulation  administered  or
    promulgated by the agency or commission;
         (l)  in the case of a  dealer  or  limited  Canadian
    dealer,  fails  to  maintain  a minimum net capital in an
    amount which the  Secretary  of  State  may  by  rule  or
    regulation require;
         (m)  has conducted a continuing course of dealing of
    such  nature  as  to demonstrate an inability to properly
    conduct the business  of  the  dealer,  limited  Canadian
    dealer,  salesperson,  investment  adviser, or investment
    adviser representative;
         (n)  has  had,  after  notice  and  opportunity  for
    hearing, any injunction or order entered  against  it  or
    license  or  registration  refused, cancelled, suspended,
    revoked,  withdrawn,  limited,  or  otherwise   adversely
    affected  in  a  similar  manner  by any state or federal
    body, agency or commission regulating banking, insurance,
    finance or small loan companies, real estate or  mortgage
    brokers or companies, if the action resulted from any act
    found   by  the  body,  agency  or  commission  to  be  a
    fraudulent or deceptive act or practice in  violation  of
    any   statute,   rule   or   regulation  administered  or
    promulgated by the body, agency or commission;
         (o)  has failed to file a return, or to pay the tax,
    penalty or interest shown in a filed return,  or  to  pay
    any  final  assessment  of  tax,  penalty or interest, as
    required by any tax  Act  administered  by  the  Illinois
    Department   of   Revenue,   until   such   time  as  the
    requirements of that tax Act are satisfied;
         (p)  in the case  of  a  natural  person  who  is  a
    dealer,  limited Canadian dealer, salesperson, investment
    adviser,  or  investment  adviser   representative,   has
    defaulted  on  an  educational  loan  guaranteed  by  the
    Illinois Student Assistance Commission, until the natural
    person has established a satisfactory repayment record as
    determined by the Illinois Student Assistance Commission;
         (q)  has  failed  to  maintain the books and records
    required  under  this  Act  or   rules   or   regulations
    promulgated  under  this  Act  or  under any requirements
    established by the Securities and Exchange Commission  or
    a  self-regulatory  organization within a reasonable time
    after receiving notice of any deficiency;
         (r)  has  refused  to  allow  or  otherwise  impeded
    designees of the Secretary of State  from  conducting  an
    audit, examination, inspection, or investigation provided
    for under Section 8 or 11 of this Act;
         (s)  has  failed to maintain any minimum net capital
    or bond requirement set forth in this Act or any rule  or
    regulation promulgated under this Act;
         (t)  has  refused  the  Secretary of State or his or
    her designee access to any office or location  within  an
    office  to  conduct an investigation, audit, examination,
    or inspection;
         (u)  has advised or caused a public pension fund  or
    retirement  system established under the Illinois Pension
    Code to make an investment or engage in a transaction not
    authorized by that Code;
         (v)  if a corporation, limited liability company, or
    limited  liability  partnership   has   been   suspended,
    canceled, revoked, or has failed to register as a foreign
    corporation,   limited   liability  company,  or  limited
    liability partnership with the Secretary of State;
         (w)  is permanently or temporarily enjoined  by  any
    court  of  competent  jurisdiction,  including any state,
    federal, or  foreign  government,  from  engaging  in  or
    continuing  any  conduct or practice involving any aspect
    of the securities or commodities business or in any other
    business where the conduct or practice enjoined  involved
    investments, franchises, insurance, banking, or finance;
    (2)  If  the Secretary of State finds that any registrant
or applicant for registration is no longer  in  existence  or
has  ceased  to  do  business  as  a dealer, limited Canadian
dealer,  salesperson,  investment  adviser,   or   investment
adviser representative, or is subject to an adjudication as a
person  under  legal  disability  or  to  the  control  of  a
guardian,  or  cannot  be located after reasonable search, or
has failed after written notice to pay to  the  Secretary  of
State  any  additional  fee  prescribed  by  this  Section or
specified by rule or regulation, or if a natural person,  has
defaulted  on  an educational loan guaranteed by the Illinois
Student Assistance Commission, the Secretary of State may  by
order cancel the registration or application.
    (3)  Withdrawal  of  an  application  for registration or
withdrawal from registration as a  dealer,  limited  Canadian
dealer,   salesperson,   investment  adviser,  or  investment
adviser  representative  becomes  effective  30  days   after
receipt  of an application to withdraw or within such shorter
period of time as  the  Secretary  of  State  may  determine,
unless any proceeding is pending under Section 11 of this Act
when  the  application is filed or a proceeding is instituted
within  30  days  after  the  application  is  filed.   If  a
proceeding  is  pending  or  instituted,  withdrawal  becomes
effective at such  time  and  upon  such  conditions  as  the
Secretary  of State by order determines.  If no proceeding is
pending or instituted and  withdrawal  automatically  becomes
effective,  the Secretary of State may nevertheless institute
a revocation or suspension proceeding within  2  years  after
withdrawal   became  effective  and  enter  a  revocation  or
suspension order as of the last date  on  which  registration
was effective.

    F.  The  Secretary  of  State  shall  make available upon
request  the  date  that  each  dealer,  investment  adviser,
salesperson, or investment adviser representative was granted
registration, together with  the  name  and  address  of  the
dealer,  limited  Canadian  dealer, or issuer on whose behalf
the  salesperson  is  registered,  and  all  orders  of   the
Secretary  of  State denying or abandoning an application, or
suspending  or  revoking  registration,  or   censuring   the
persons.  The  Secretary  of  State  may  designate  by rule,
regulation or order the statements,  information  or  reports
submitted  to  or  filed  with  him  or  her pursuant to this
Section 8 which the Secretary of State determines  are  of  a
sensitive  nature  and therefore should be exempt from public
disclosure.  Any such statement, information or report  shall
be  deemed  confidential  and  shall  not be disclosed to the
public except upon  the  consent  of  the  person  filing  or
submitting  the  statement, information or report or by order
of court or in court proceedings.

    G.  The registration or re-registration of  a  dealer  or
limited  Canadian  dealer  and of all salespersons registered
upon application of the dealer  or  limited  Canadian  dealer
shall  expire  on the next succeeding anniversary date of the
registration  or  re-registration  of  the  dealer;  and  the
registration or re-registration of an investment adviser  and
of  all  investment  adviser  representatives registered upon
application of the investment adviser  shall  expire  on  the
next  succeeding  anniversary date of the registration of the
investment adviser; provided, that the Secretary of State may
by rule or regulation prescribe an alternate date  which  any
dealer  registered  under the Federal 1934 Act or a member of
any self-regulatory association approved pursuant thereto,  a
member of a self-regulatory organization or stock exchange in
Canada, or any investment adviser may elect as the expiration
date of its dealer or limited Canadian dealer and salesperson
registrations,  or  the  expiration  date  of  its investment
adviser registration, as the case may be.  A registration  of
a  salesperson  registered  upon  application of an issuer or
controlling  person  shall  expire  on  the  next  succeeding
anniversary date of the registration, or upon termination  or
expiration  of  the  registration  of the securities, if any,
designated in the application for his or her registration  or
the  alternative  date as the Secretary may prescribe by rule
or regulation.  Subject to paragraph (9) of subsection  C  of
this  Section  8,  a  salesperson's  registration  also shall
terminate  upon  cessation  of  his  or  her  employment,  or
termination of his or her appointment  or  authorization,  in
each  case  by  the  person who applied for the salesperson's
registration, provided that the Secretary  of  State  may  by
rule  or  regulation  prescribe  an  alternate  date  for the
expiration of the registration.

    H.  Applications for re-registration of dealers,  limited
Canadian  dealers,  salespersons,  investment  advisers,  and
investment  adviser  representatives  shall be filed with the
Secretary of State  prior  to  the  expiration  of  the  then
current  registration  and  shall contain such information as
may be required  by  the  Secretary  of  State  upon  initial
application  with such omission therefrom or addition thereto
as the Secretary of State may authorize or  prescribe.   Each
application for re-registration of a dealer, limited Canadian
dealer,  or  investment  adviser  shall  be  accompanied by a
filing  fee,  each  application  for  re-registration  as   a
salesperson  shall  be  accompanied  by  a  filing  fee and a
Securities  Audit  and  Enforcement  Fund   fee   established
pursuant to Section 11a of this Act, and each application for
re-registration as an investment adviser representative shall
be accompanied by a Securities Audit and Enforcement Fund fee
established under Section 11a of this Act, which shall not be
returnable  in  any  event.   Notwithstanding  the foregoing,
applications for re-registration of dealers, limited Canadian
dealers, and investment advisers may be filed within 30  days
following  the  expiration  of the registration provided that
the applicant pays the annual registration fee together  with
an additional amount equal to the annual registration fee and
files  any  other information or documents that the Secretary
of State may prescribe by rule or regulation or  order.   Any
application  filed within 30 days following the expiration of
the registration shall be automatically effective as  of  the
time  of  the earlier expiration provided that the proper fee
has been paid to the Secretary of State.
    Each  registered  dealer,  limited  Canadian  dealer,  or
investment adviser shall continue to  be  registered  if  the
registrant  changes  his,  her,  or  its form of organization
provided that the  dealer  or  investment  adviser  files  an
amendment  to  his, her, or its application not later than 30
days following the occurrence of  the  change  and  pays  the
Secretary  of  State  a  fee  in the amount established under
Section 11a of this Act.

    I. (1)  Every registered dealer, limited Canadian dealer,
and investment adviser shall make and keep for such  periods,
such  accounts,  correspondence, memoranda, papers, books and
records as the Secretary of State may by rule  or  regulation
prescribe.   All records so required shall be preserved for 3
years unless the Secretary of State by  rule,  regulation  or
order prescribes otherwise for particular types of records.
    (2)  Every  registered  dealer,  limited Canadian dealer,
and investment adviser shall file such financial  reports  as
the Secretary of State may by rule or regulation prescribe.
    (3)  All  the  books and records referred to in paragraph
(1) of this subsection I are subject at any time or from time
to time to such reasonable periodic, special or other audits,
examinations,  or  inspections  by  representatives  of   the
Secretary  of  State,  within  or  without this State, as the
Secretary of State deems  necessary  or  appropriate  in  the
public interest or for the protection of investors.
    (4)  At the time of an audit, examination, or inspection,
the  Secretary of State, by his or her designees, may conduct
an interview of  any  person  employed  or  appointed  by  or
affiliated with a registered dealer, limited Canadian dealer,
or  investment  advisor,  provided  that  the dealer, limited
Canadian  dealer,  or  investment  advisor  shall  be   given
reasonable  notice  of  the time and place for the interview.
At the option of the  dealer,  limited  Canadian  dealer,  or
investment   advisor,  a  representative  of  the  dealer  or
investment advisor with supervisory responsibility  over  the
individual being interviewed may be present at the interview.

    J.  The  Secretary  of  State  may  require  by  rule  or
regulation the payment of an additional fee for the filing of
information or documents required to be filed by this Section
which  have not been filed in a timely manner.  The Secretary
of State may also require by rule or regulation  the  payment
of an examination fee for administering any examination which
it may conduct pursuant to subsection B, C, D, or D-5 of this
Section 8.

    K.  The  Secretary  of  State may declare any application
for registration or limited registration under this Section 8
abandoned by order if the applicant fails to pay any  fee  or
file  any information or document required under this Section
8 or by rule or regulation for more than 30  days  after  the
required  payment or filing date.  The applicant may petition
the Secretary of State for a hearing within 15 days after the
applicant's receipt of the  order  of  abandonment,  provided
that  the  petition  sets  forth  the  grounds upon which the
applicant seeks a hearing.
    L.  Any document being filed pursuant to this  Section  8
shall  be  deemed  filed,  and any fee being paid pursuant to
this Section 8 shall be deemed paid, upon the date of  actual
receipt  thereof  by  the  Secretary  of  State or his or her
designee.

    M.  The Secretary of State shall provide to the  Illinois
Student  Assistance Commission annually or at mutually agreed
periodic intervals the names and social security  numbers  of
natural persons registered under subsections B, C, D, and D-5
of  this Section.  The Illinois Student Assistance Commission
shall determine if any student loan defaulter  is  registered
as   a  dealer,  limited  Canadian  dealer,  salesperson,  or
investment  adviser   under   this   Act   and   report   its
determination  to  the  Secretary  of  State  or  his  or her
designee.
(Source: P.A. 91-809, eff. 1-1-01; 92-308, eff. 1-1-02.)

    (815 ILCS 5/11) (from Ch. 121 1/2, par. 137.11)
    Sec. 11.  Duties and powers of the Secretary of State.
    A. (1)  The administration of this Act is vested  in  the
Secretary of State, who may from time to time make, amend and
rescind  such  rules  and  regulations as may be necessary to
carry out this Act, including rules and regulations governing
procedures  of  registration,  statements,  applications  and
reports  for  various  classes  of  securities,  persons  and
matters within his  or  her  jurisdiction  and  defining  any
terms,  whether  or  not  used  in  this  Act, insofar as the
definitions are not inconsistent with this  Act.   The  rules
and  regulations adopted by the Secretary of State under this
Act shall be effective in the  manner  provided  for  in  the
Illinois Administrative Procedure Act.
    (2)  Among  other  things,  the  Secretary of State shall
have authority, for the purposes of this  Act,  to  prescribe
the  form or forms in which required information shall be set
forth, accounting practices, the items or details to be shown
in balance sheets and earning statements, and the methods  to
be  followed in the preparation of accounts, in the appraisal
or valuation of assets and liabilities, in the  determination
of  depreciation  and  depletion,  in  the differentiation of
recurring and non-recurring income, in the differentiation of
investment and operating income, and in  the  preparation  of
consolidated balance sheets or income accounts of any person,
directly  or  indirectly,  controlling  or  controlled by the
issuer, or any person under direct or indirect common control
with the issuer.
    (3)  No provision of  this  Act  imposing  any  liability
shall  apply  to  any  act  done  or omitted in good faith in
conformity with any rule or regulation of  the  Secretary  of
State  under  this  Act,  notwithstanding  that  the  rule or
regulation may, after the act  or  omission,  be  amended  or
rescinded  or be determined by judicial or other authority to
be invalid for any reason.
    (4)  The Securities  Department  of  the  Office  of  the
Secretary  of State shall be deemed a criminal justice agency
for purposes of all federal and state  laws  and  regulations
and,  in  that  capacity,  shall be entitled to access to any
information available to criminal justice  agencies  and  has
the   power   to   appoint  special  agents  to  conduct  all
investigations, searches, seizures, arrests, and other duties
imposed under the provisions of any law administered  by  the
Department.  The special agents have and may exercise all the
powers of peace officers solely for the purpose of  enforcing
provisions of this Act.
    The   Director  must  authorize  to  each  special  agent
employed under this Section a distinct  badge  that,  on  its
face,  (i) clearly states that the badge is authorized by the
Department and (ii) contains a unique and identifying number.
    Special   agents   shall   comply   with   all   training
requirements established  for  law  enforcement  officers  by
provisions of the Illinois Police Training Act.
    (5)  The  Secretary  of State, by rule, may conditionally
or  unconditionally   exempt   any   person,   security,   or
transaction,  or any class or classes of persons, securities,
or transactions from any provision of Section 5, 6, 7, 8, 8a,
or 9 of this Act or  of  any  rule  promulgated  under  these
Sections,  to  the extent that such exemption is necessary or
appropriate in the public interest, and  is  consistent  with
the protection of investors.
    B.  The  Secretary  of State may, anything in this Act to
the contrary notwithstanding,  require  financial  statements
and reports of the issuer, dealer, salesperson, or investment
adviser,  or  investment  adviser  representative as often as
circumstances may warrant.  In  addition,  the  Secretary  of
State  may  secure  information  or books and records from or
through  others  and  may  make   or   cause   to   be   made
investigations respecting the business, affairs, and property
of  the issuer of securities, any person involved in the sale
or offer for sale, purchase  or  offer  to  purchase  of  any
mineral   investment   contract,  mineral  deferred  delivery
contract, or  security  and  of  dealers,  salespersons,  and
investment  advisers,  and investment adviser representatives
that are registered or are the subject of an application  for
registration  under  this Act.  The costs of an investigation
shall be borne by the registrant or the  applicant,  provided
that  the  registrant  or applicant shall not be obligated to
pay the costs without his, her or its consent in advance.
    C.  Whenever it shall appear to the Secretary  of  State,
either  upon  complaint  or  otherwise, that this Act, or any
rule or regulation prescribed under  authority  thereof,  has
been or is about to be violated, he or she may, in his or her
discretion, do one or more both of the following:
         (1)  require  or  permit the person to file with the
    Secretary of State a statement in writing under oath,  or
    otherwise,   as   to  all  the  facts  and  circumstances
    concerning the subject  matter  which  the  Secretary  of
    State   believes   to   be  in  the  public  interest  to
    investigate, audit, examine, or inspect; and
         (2)  conduct an investigation,  audit,  examination,
    or   inspection    as  necessary  or  advisable  for  the
    protection of the interests of the public; and.
         (3)  appoint   investigators    to    conduct    all
    investigations,  searches,  seizures,  arrests, and other
    duties  imposed  under  the   provisions   of   any   law
    administered   by  the  Department.   The  Director  must
    authorize  to  each  investigator  employed  under   this
    Section  a  distinct badge that, on its face, (i) clearly
    states that the badge is authorized by the Department and
    (ii) contains a unique and identifying number.
    D. (1)  For the purpose of  all  investigations,  audits,
examinations,  or  inspections  which  in  the opinion of the
Secretary  of  State  are  necessary  and  proper   for   the
enforcement  of  this Act, the Secretary of State or a person
designated by him or her is empowered to administer oaths and
affirmations, subpoena witnesses, take evidence, and require,
by subpoena or other lawful means provided by this Act or the
rules adopted by the Secretary of State,  the  production  of
any  books  and records, papers, or other documents which the
Secretary of State or a person designated by him or her deems
relevant or material to the inquiry.
    (2)  The Secretary of State or a person designated by him
or  her  is  further  empowered  to  administer   oaths   and
affirmations,  subpoena witnesses, take evidence, and require
the production of any books and  records,  papers,  or  other
documents in this State at the request of a securities agency
of  another state, if the activities constituting the alleged
violation for which the information is  sought  would  be  in
violation  of  Section  12  of this Act if the activities had
occurred in this State.
    (3)  The Circuit Court of any County of this State,  upon
application  of the Secretary of State or a person designated
by him or her may order  the  attendance  of  witnesses,  the
production   of  books  and  records,  papers,  accounts  and
documents and the giving of testimony before the Secretary of
State or a person designated by him or her; and  any  failure
to  obey  the order may be punished by the Circuit Court as a
contempt thereof.
    (4)  The fees of subpoenaed witnesses under this Act  for
attendance  and travel shall be the same as fees of witnesses
before the Circuit Courts of this State, to be paid when  the
witness  is  excused  from  further attendance, provided, the
witness is subpoenaed at the instance  of  the  Secretary  of
State;  and  payment of the fees shall be made and audited in
the same manner as other expenses of the Secretary of State.
    (5)  Whenever a subpoena is issued at the  request  of  a
complainant  or  respondent as the case may be, the Secretary
of State may require that the cost of service and the fee  of
the witness shall be borne by the party at whose instance the
witness is summoned.
    (6)  The  Secretary  of  State shall have power at his or
her discretion, to require a deposit to cover the cost of the
service and witness fees and the payment of the legal witness
fee and mileage to the witness served with subpoena.
    (7)  A subpoena issued under this Act shall be served  in
the same manner as a subpoena issued out of a circuit court.
    (8)  The  Secretary  of  State  may in any investigation,
audits, examinations, or  inspections  cause  the  taking  of
depositions  of persons residing within or without this State
in the manner provided in civil actions  under  the  laws  of
this State.
    E.  Anything in this Act to the contrary notwithstanding:
         (1)  If  the  Secretary of State shall find that the
    offer or sale or proposed offer  or  sale  or  method  of
    offer  or  sale  of any securities by any person, whether
    exempt or not, in this State,  is  fraudulent,  or  would
    work  or  tend  to  work  a  fraud or deceit, or is being
    offered or sold in violation of Section 12, or there  has
    been  a  failure  or  refusal  to submit any notification
    filing or fee required under this Act, the  Secretary  of
    State  may by written order prohibit or suspend the offer
    or sale of securities by that person or  deny  or  revoke
    the  registration of the securities or the exemption from
    registration for the securities.
         (2)  If the Secretary of State shall find  that  any
    person has violated subsection C, D, E, F, G, H, I, J, or
    K  of  Section 12 of this Act, the Secretary of State may
    by written order temporarily or permanently  prohibit  or
    suspend   the   person   from  offering  or  selling  any
    securities,  any  mineral  investment  contract,  or  any
    mineral  deferred  delivery  contract  in   this   State,
    provided  that  any person who is the subject of an order
    of permanent prohibition may petition  the  Secretary  of
    State for a hearing to present evidence of rehabilitation
    or  change  in  circumstances justifying the amendment or
    termination of the order of permanent prohibition.
         (3)  If the Secretary of State shall find  that  any
    person  is  engaging  or  has  engaged in the business of
    selling or offering for sale securities as  a  dealer  or
    salesperson  or  is  acting or has acted as an investment
    adviser, investment adviser  representative,  or  federal
    covered  investment adviser, without prior thereto and at
    the time thereof having complied with the registration or
    notice filing requirements of this Act, the Secretary  of
    State may by written order prohibit or suspend the person
    from  engaging in the business of selling or offering for
    sale securities, or  acting  as  an  investment  adviser,
    investment  adviser  representative,  or  federal covered
    investment adviser, in this State.
         (4)  In addition to any  other  sanction  or  remedy
    contained  in  this subsection E, the Secretary of State,
    after finding that any provision of  this  Act  has  been
    violated,   may  impose  a  fine  as  provided  by  rule,
    regulation or  order  not  to  exceed  $10,000  for  each
    violation  of  this  Act,  may  issue  an order of public
    censure against the violator, and may charge as costs  of
    investigation    all   reasonable   expenses,   including
    attorney's fees and witness fees.
    F. (1)  The Secretary of State shall not deny, suspend or
revoke  the registration of securities, suspend or revoke the
registration of a dealer, salesperson, or investment adviser,
or investment adviser representative, prohibit or suspend the
offer or sale of any  securities,  prohibit  or  suspend  any
person from offering or selling any securities in this State,
prohibit  or suspend a dealer or salesperson from engaging in
the business of selling  or  offering  for  sale  securities,
prohibit  or  suspend  a  person from acting as an investment
adviser or federal covered investment adviser, or  investment
adviser representative, impose any fine for violation of this
Act,  issue  an  order  of  public  censure, or enter into an
agreed settlement except after  an  opportunity  for  hearing
upon  not  less than 10 days notice given by personal service
or   registered  mail  or  certified  mail,  return   receipt
requested,  to  the person or persons concerned.  Such notice
shall state the date and time and place of  the  hearing  and
shall contain a brief statement of the proposed action of the
Secretary  of  State and the grounds for the proposed action.
A failure to appear at the hearing or  otherwise  respond  to
the  allegations  set  forth  in  the notice of hearing shall
constitute an admission of  any  facts  alleged  therein  and
shall constitute sufficient basis to enter an order.
    (2)  Anything    herein   contained   to   the   contrary
notwithstanding,  the  Secretary  of  State  may  temporarily
prohibit or suspend, for a maximum period of 90 days,  by  an
order   effective   immediately,   the   offer   or  sale  or
registration of securities, the  registration  of  a  dealer,
salesperson,   investment   adviser,  or  investment  adviser
representative, or the offer or sale  of  securities  by  any
person,  or  the  business  of  rendering  investment advice,
without the notice  and  prior  hearing  in  this  subsection
prescribed,  if  the  Secretary  of State shall in his or her
opinion, based on credible evidence,  deem  it  necessary  to
prevent  an  imminent  violation  of  this  Act or to prevent
losses to investors which the Secretary of  State  reasonably
believes  will occur as a result of a prior violation of this
Act.  Immediately after taking action without such notice and
hearing, the Secretary of State shall deliver a copy  of  the
temporary  order  to the respondent named therein by personal
service or registered mail or certified mail, return  receipt
requested.   The  temporary order shall set forth the grounds
for the action and  shall  advise  that  the  respondent  may
request  a  hearing,  that the request for a hearing will not
stop the  effectiveness  of  the  temporary  order  and  that
respondent's  failure  to  request  a  hearing within 30 days
after the date of the entry  of  the  temporary  order  shall
constitute  an  admission  of  any  facts alleged therein and
shall constitute sufficient basis to make the temporary order
final.  Any provision of this paragraph (2) to  the  contrary
notwithstanding,  the  Secretary of State may not pursuant to
the provisions of this paragraph (2) suspend the registration
of a dealer, limited Canadian dealer, salesperson, investment
adviser, or  investment  adviser  representative  based  upon
sub-paragraph (n) of paragraph (l) of subsection E of Section
8  of  this  Act  or revoke the registration of securities or
revoke  the  registration   of   any   dealer,   salesperson,
investment adviser representative, or investment adviser.
    (3)  The  Secretary  of State may issue a temporary order
suspending or delaying the effectiveness of any  registration
of securities under subsection A or B of Section 5, 6 or 7 of
this  Act subsequent to and upon the basis of the issuance of
any stop, suspension or similar order by the  Securities  and
Exchange  Commission with respect to the securities which are
the subject of the registration under subsection A  or  B  of
Section  5,  6  or  7 of this Act, and the order shall become
effective as of the date and time  of  effectiveness  of  the
Securities and Exchange Commission order and shall be vacated
automatically at such time as the order of the Securities and
Exchange Commission is no longer in effect.
    (4)  When   the   Secretary   of   State  finds  that  an
application for registration as  a  dealer,  salesperson,  or
investment  adviser,  or  investment  adviser  representative
should  be  denied, the Secretary of State may enter an order
denying the  registration.   Immediately  after  taking  such
action,  the  Secretary  of State shall deliver a copy of the
order to the respondent named therein by personal service  or
registered  mail or certified mail, return receipt requested.
The order shall state the grounds for the action and that the
matter will be set for hearing  upon  written  request  filed
with  the Secretary of State within 30 days after the receipt
of the request by the respondent.  The  respondent's  failure
to  request  a  hearing  within  30 days after receipt of the
order shall constitute an  admission  of  any  facts  alleged
therein  and  shall  make  the  order final.  If a hearing is
held, the Secretary of State shall affirm, vacate, or  modify
the order.
    (5)  The  findings and decision of the Secretary of State
upon the conclusion of each final hearing  held  pursuant  to
this  subsection shall be set forth in a written order signed
on behalf of the Secretary of State by his  or  her  designee
and shall be filed as a public record.  All hearings shall be
held  before  a  person designated by the Secretary of State,
and appropriate records thereof shall be kept.
    (6)  Notwithstanding  the  foregoing,  the  Secretary  of
State, after notice and opportunity for hearing, may  at  his
or   her   discretion   enter   into  an  agreed  settlement,
stipulation or consent order with a respondent in  accordance
with  the provisions of the Illinois Administrative Procedure
Act.  The provisions of the agreed settlement, stipulation or
consent order shall have the full  force  and  effect  of  an
order issued by the Secretary of State.
    (7)  Anything    in    this    Act    to   the   contrary
notwithstanding, whenever the Secretary of State finds that a
person is currently expelled from, refused membership  in  or
association  with,  or  limited in any material capacity by a
self-regulatory organization  registered  under  the  Federal
1934  Act  or the Federal 1974 Act because of a fraudulent or
deceptive  act  or  a  practice  in  violation  of  a   rule,
regulation,    or    standard   duly   promulgated   by   the
self-regulatory organization, the Secretary of State may,  at
his  or her discretion, enter a Summary Order of Prohibition,
which shall prohibit the offer or  sale  of  any  securities,
mineral  investment  contract,  or  mineral deferred delivery
contract by the person in this State.  The order  shall  take
effect  immediately upon its entry.  Immediately after taking
the action the Secretary of State shall deliver a copy of the
order  to  the  named  Respondent  by  personal  service   or
registered  mail or certified mail, return receipt requested.
A person who is the subject of an Order  of  Prohibition  may
petition  the  Secretary  of  State  for a hearing to present
evidence  of  rehabilitation  or  change   in   circumstances
justifying  the  amendment  or  termination  of  the Order of
Prohibition.
    G.  No administrative action  shall  be  brought  by  the
Secretary  of  State  for  relief  under  this Act or upon or
because of any of the matters for which relief is granted  by
this  Act  after the earlier to occur of (i) 3 years from the
date upon which the Secretary of State had  notice  of  facts
which  in  the exercise of reasonable diligence would lead to
actual knowledge of the alleged violation of the Act, or (ii)
5  years  from  the  date  on  which  the  alleged  violation
occurred.
    H.  The action of the  Secretary  of  State  in  denying,
suspending, or revoking the registration of a dealer, limited
Canadian   dealer,   salesperson,   investment   adviser,  or
investment adviser representative, in prohibiting any  person
from   engaging  in  the  business  of  offering  or  selling
securities  as  a  dealer,  limited   Canadian   dealer,   or
salesperson,  in  prohibiting or suspending the offer or sale
of securities by any person, in  prohibiting  a  person  from
acting  as  an investment adviser, federal covered investment
adviser, or investment adviser  representative,  in  denying,
suspending,  or  revoking  the registration of securities, in
prohibiting or suspending the offer or sale or proposed offer
or sale of securities, in imposing any fine for violation  of
this  Act,  or  in  issuing  any  order  shall  be subject to
judicial review in the Circuit Courts  of  Cook  or  Sangamon
Counties  in this State.  The Administrative Review Law shall
apply to and govern every action for the judicial  review  of
final  actions  or  decisions of the Secretary of State under
this Act.
    I.  Notwithstanding any other provisions of this  Act  to
the  contrary,  whenever  it shall appear to the Secretary of
State that any person is engaged or about to  engage  in  any
acts  or  practices  which  constitute  or  will constitute a
violation of this Act or of any rule or regulation prescribed
under authority of this Act, the Secretary of  State  may  at
his  or her discretion, through the Attorney General take any
of the following actions:
         (1)  File a complaint  and  apply  for  a  temporary
    restraining  order  without  notice,  and  upon  a proper
    showing the court may enter a temporary restraining order
    without bond, to enforce this Act.; and
         (2)  File a complaint and apply for a preliminary or
    permanent injunction, and, after notice and a hearing and
    upon a proper showing, the court may grant a  preliminary
    or  permanent  injunction  and may order the defendant to
    make an offer of rescission with respect to any sales  or
    purchases of securities, mineral investment contracts, or
    mineral  deferred  delivery  contracts  determined by the
    court to be unlawful under this Act.
         (3)  Seek the seizure of assets when probable  cause
    exists  that  the  assets  were  obtained  by a defendant
    through conduct in violation of Section 12, paragraph  F,
    G,  I,  J,  K, or L of this Act, and thereby subject to a
    judicial forfeiture hearing as required under this Act.
              (a)  In the  event  that  such  probable  cause
         exists  that  the subject of an investigation who is
         alleged  to  have  committed  one  of  the  relevant
         violations of this Act has in his possession  assets
         obtained  as  a result of the conduct giving rise to
         the violation, the Secretary of  State  may  seek  a
         seizure warrant in any circuit court in Illinois.
              (b)  In   seeking   a   seizure   warrant,  the
         Secretary of State, or his or  her  designee,  shall
         submit  to the court a sworn affidavit detailing the
         probable  cause  evidence  for  the   seizure,   the
         location  of  the  assets to be seized, the relevant
         violation under  Section  12  of  this  Act,  and  a
         statement  detailing  any  known  owners or interest
         holders in the assets.
              (c)  Seizure of the assets shall be made by any
         peace officer upon process of  the  seizure  warrant
         issued by the court. Following the seizure of assets
         under  this  Act  and pursuant to a seizure warrant,
         notice of seizure, including a  description  of  the
         seized  assets, shall immediately be returned to the
         issuing court. Seized  assets  shall  be  maintained
         pending  a judicial forfeiture hearing in accordance
         with the instructions of the court.
              (d)  In the event  that  management  of  seized
         assets becomes necessary to prevent the devaluation,
         dissipation,  or otherwise to preserve the property,
         the court  shall  have  jurisdiction  to  appoint  a
         receiver,   conservator,   ancillary   receiver,  or
         ancillary conservator for that purpose, as  provided
         in item (2) of this subsection.
         (4)  Seek  the forfeiture of assets obtained through
    conduct in violation of Section 12, paragraph F, G, H, I,
    J, K, or L when authorized by law.  A forfeiture must  be
    ordered  by  a  circuit court or an action brought by the
    Secretary of State as provided for in this Act,  under  a
    verified complaint for forfeiture.
              (a)  In  the  event  assets  have  been  seized
         pursuant  to  this Act, forfeiture proceedings shall
         be instituted by the Attorney General within 45 days
         of seizure.
              (b)  Service of the complaint filed  under  the
         provisions  of  this Act shall be made in the manner
         as provided in civil actions in this State.
              (c)  Only an owner of or interest holder in the
         property  may  file  an  answer  asserting  a  claim
         against the property.  For purposes of this Section,
         the owner or interest holder shall be referred to as
         claimant.
              (d)  The answer must be signed by the owner  or
         interest  holder  under  penalty of perjury and must
         set forth:
                   (i)  the caption of the proceedings as set
              forth on the notice of pending  forfeiture  and
              the name of the claimant;
                   (ii)  the  address  at  which the claimant
              will accept mail;
                   (iii)  the  nature  and  extent   of   the
              claimant's interest in the property;
                   (iv)  the    date,    identity    of   the
              transferor, and circumstances of the claimant's
              acquisition of the interest in the property;
                   (v)  the name and  address  of  all  other
              persons  known  to  have  an  interest  in  the
              property;
                   (vi)  the  specific provisions of this Act
              relied on in asserting that the property is not
              subject to forfeiture;
                   (vii)  all essential facts supporting each
              assertion; and
                   (viii)  the precise relief sought.
              (e)  The answer must be filed  with  the  court
         within 45 days after service of the complaint.
              (f)  A   property   interest   is  exempt  from
         forfeiture under this Act if its owner  or  interest
         holder  establishes  by  a preponderance of evidence
         that the owner or interest holder:
                   (i)  is not legally  accountable  for  the
              conduct  giving rise to the forfeiture, did not
              acquiesce in it, and did not know and could not
              reasonably have known of the  conduct  or  that
              the conduct was likely to occur;
                   (ii)  with respect to conveyances, did not
              hold  the  property jointly or in common with a
              person  whose  conduct   gave   rise   to   the
              forfeiture;
                   (iii)  does  not hold the property for the
              benefit of or as a nominee for any person whose
              conduct gave rise to  its  forfeiture  and  the
              owner  or interest holder acquires it as a bona
              fide  purchaser  for  value  without  knowingly
              taking part in the conduct giving rise  to  the
              forfeiture; or
                   (iv)  acquired   the  interest  after  the
              commencement of the conduct giving rise to  its
              forfeiture  and  the  owner  or interest holder
              acquired the interest as a  mortgagee,  secured
              creditor,  lienholder,  or  bona fide purchaser
              for value without knowledge of the conduct that
              gave rise to the forfeiture.
              (g)  The hearing must be held  within  60  days
         after  the answer is filed unless continued for good
         cause.
              (h)  During the probable cause portion  of  the
         judicial  in rem proceeding wherein the Secretary of
         State presents its  case-in-chief,  the  court  must
         receive   and  consider,  among  other  things,  any
         relevant hearsay evidence and information. The  laws
         of evidence relating to civil actions shall apply to
         all   other   portions   of   the  judicial  in  rem
         proceeding.
              (i)  The Secretary  of  State  shall  show  the
         existence  of  probable  cause for forfeiture of the
         property. If the Secretary of State  shows  probable
         cause,  the  claimant has the burden of showing by a
         preponderance of the evidence  that  the  claimant's
         interest   in   the   property  is  not  subject  to
         forfeiture.
              (j)  If the Secretary of State  does  not  show
         the existence of probable cause or a claimant has an
         interest  that  is exempt under subdivision I (4)(d)
         of this Section, the court shall order the  interest
         in the property returned or conveyed to the claimant
         and  shall order all other property forfeited to the
         Secretary of State pursuant  to  all  provisions  of
         this  Act.  If  the Secretary of State does show the
         existence of probable cause and  the  claimant  does
         not  establish  by  a  preponderance of the evidence
         that the claimant has an  interest  that  is  exempt
         under subsection D herein, the court shall order all
         the  property  forfeited  to  the Secretary of State
         pursuant to the provisions of the Section.
              (k)  A  defendant  convicted  in  any  criminal
         proceeding  is  precluded  from  later  denying  the
         essential allegations of  the  criminal  offense  of
         which  the defendant was convicted in any proceeding
         for violations of the Act giving rise to  forfeiture
         of  property herein regardless of the pendency of an
         appeal from that conviction.  However,  evidence  of
         the pendency of an appeal is admissible.
              (l)  An  acquittal  or  dismissal in a criminal
         proceeding for violations of the Act giving rise  to
         the forfeiture of property herein shall not preclude
         civil proceedings under this provision; however, for
         good  cause  shown,  on a motion by the Secretary of
         State,  the  court   may   stay   civil   forfeiture
         proceedings  during the criminal trial for a related
         criminal   indictment   or   information    alleging
         violation  of  the  provisions  of Section 12 of the
         Illinois Securities Law of 1953. Property subject to
         forfeiture under this Section shall not  be  subject
         to   return   or   release  by  a  court  exercising
         jurisdiction over  a  criminal  case  involving  the
         seizure of the property unless the return or release
         is consented to by the Secretary of State.
              (m)  All property declared forfeited under this
         Act  vests  in  the  State  on the commission of the
         conduct giving rise to forfeiture together with  the
         proceeds  of  the property after that time. Any such
         property or proceeds subsequently transferred to any
         person remain subject to forfeiture  and  thereafter
         shall  be  ordered  forfeited  unless the transferee
         claims  and  establishes  in  a  hearing  under  the
         provisions  of  this  Act  that   the   transferee's
         interest   is  exempt  under  the  Act.  Any  assets
         forfeited to the  State  shall  be  disposed  of  in
         following manner:
                   (i)  all  forfeited  property  and  assets
              shall  be  liquidated by the Secretary of State
              in accordance with all laws and rules governing
              the disposition of such property;
                   (ii)  the Secretary of State shall provide
              the court at the time the property  and  assets
              are  declared forfeited a verified statement of
              investors subject to the conduct giving rise to
              the forfeiture;
                   (iii)  after payment of any costs of sale,
              receivership,   storage,   or   expenses    for
              preservation  of  the  property  seized,  other
              costs  to  the  State, and payment to claimants
              for any amount deemed exempt  from  forfeiture,
              the   proceeds   from   liquidation   shall  be
              distributed pro rata to  investors  subject  to
              the conduct giving rise to the forfeiture; and
                   (iv)  any  proceeds  remaining  after  all
              verified  investors  have been made whole shall
              be distributed 25% to the Securities  Investors
              Education Fund, 25% to the Securities Audit and
              Enforcement  Fund,  25% to the Attorney General
              or  any  State's  Attorney  bringing   criminal
              charges  for  the  conduct  giving  rise to the
              forfeiture, and 25% to  other  law  enforcement
              agencies  participating in the investigation of
              the criminal charges  for  the  conduct  giving
              rise  to  the  forfeiture. In the event that no
              other law enforcement agencies are involved  in
              the investigation of the conduct giving rise to
              the  forfeiture,  then the portion to other law
              enforcement agencies shall  be  distributed  to
              the Securities Investors Education Fund.
              (n)  The  Secretary  of  State  shall notify by
         certified mail, return receipt requested, all  known
         investors   in   the   matter  giving  rise  to  the
         forfeiture of the forfeiture proceeding and sale  of
         assets forfeited arising from the violations of this
         Act,  and shall further publish notice in a paper of
         general circulation in the  district  in  which  the
         violations  were prosecuted. The notice to investors
         shall  identify  the  name,   address,   and   other
         identifying    information   about   any   defendant
         prosecuted for violations of this Act that  resulted
         in  forfeiture and sale of property, the offense for
         which the defendant  was  convicted,  and  that  the
         court  has  ordered  forfeiture and sale of property
         for claims  of  investors  who  incurred  losses  or
         damages as a result of the violations. Investors may
         then  file  a  claim  in  a  form  prescribed by the
         Secretary of State in order to share in disbursement
         of the proceeds from sale of the forfeited property.
         Investor claims must be filed with the Secretary  of
         State  within 30 days after receipt of the certified
         mail return receipt, or within  30  days  after  the
         last  date of publication of the general notice in a
         paper of general  circulation  in  the  district  in
         which  the  violations  were  prosecuted,  whichever
         occurs last.
              (o)  A  civil action under this subsection must
         be commenced within 5 years after the  last  conduct
         giving rise to the forfeiture became known or should
         have  become  known or 5 years after the forfeitable
         property  is   discovered,   whichever   is   later,
         excluding  time  during which either the property or
         claimant is out of this State or in  confinement  or
         during  which  criminal  proceedings relating to the
         same conduct are in progress.
              (p)  If property is seized for evidence and for
         forfeiture,  the  time   periods   for   instituting
         judicial  forfeiture  proceedings  shall  not  begin
         until  the  property  is  no  longer  necessary  for
         evidence.
              (q)  Notwithstanding  other  provisions of this
         Act, the  Secretary  of  State  and  a  claimant  of
         forfeitable  property  may enter into an agreed-upon
         settlement concerning the  forfeitable  property  in
         such an amount and upon such terms as are set out in
         writing in a settlement agreement.
              (r)  Nothing   in   this  Act  shall  apply  to
         property  that  constitutes  reasonable  bona   fide
         attorney's  fees  paid  to  an attorney for services
         rendered  or  to  be  rendered  in  the   forfeiture
         proceeding  or criminal proceeding relating directly
         thereto  when  the  property  was  paid  before  its
         seizure and  before  the  issuance  of  any  seizure
         warrant  or  court order prohibiting transfer of the
         property and when the attorney, at the  time  he  or
         she  received the property, did not know that it was
         property subject to forfeiture under this Act.
    The court shall further have jurisdiction and  authority,
in  addition  to the penalties and other remedies in this Act
provided, to enter an order for the appointment of the  court
or a person as a receiver, conservator, ancillary receiver or
ancillary  conservator  for  the defendant or the defendant's
assets located in this  State,  or  to  require  restitution,
damages or disgorgement of profits on behalf of the person or
persons  injured  by  the  act  or  practice constituting the
subject matter of the action, and may  assess  costs  against
the  defendant  for  the use of the State; provided, however,
that the civil remedies of rescission and  appointment  of  a
receiver,   conservator,   ancillary  receiver  or  ancillary
conservator shall not be  available  against  any  person  by
reason of the failure to file with the Secretary of State, or
on  account  of  the contents of, any report of sale provided
for in subsection G or P  of  Section  4,  paragraph  (2)  of
subsection  D  of  Sections  5  and  6,  or  paragraph (2) of
subsection F of Section 7 of this Act. Appeals may  be  taken
as in other civil cases.
    J.  In  no  case  shall the Secretary of State, or any of
his or her employees or agents, in the administration of this
Act, incur any official or personal liability by  instituting
an  injunction  or other proceeding or by denying, suspending
or revoking the registration of a dealer or  salesperson,  or
by  denying,  suspending  or  revoking  the  registration  of
securities or prohibiting the offer or sale of securities, or
by  suspending  or  prohibiting  any  person from acting as a
dealer,  limited  Canadian  dealer,  salesperson,  investment
adviser,  or  investment  adviser  representative   or   from
offering or selling securities.
    K.  No  provision  of  this  Act  shall  be  construed to
require or to authorize the Secretary of State to require any
investment adviser  or  federal  covered  investment  adviser
engaged  in  rendering  investment  supervisory  services  to
disclose  the identity, investments, or affairs of any client
of the  investment  adviser  or  federal  covered  investment
adviser, except insofar as the disclosure may be necessary or
appropriate  in  a  particular  proceeding  or  investigation
having as its object the enforcement of this Act.
    L.  Whenever,  after  an  examination,  investigation  or
hearing,  the  Secretary of State deems it of public interest
or advantage, he or she may certify a record to  the  State's
Attorney  of  the  county  in  which  the  act complained of,
examined or investigated occurred.  The State's  Attorney  of
that  county within 90 days after receipt of the record shall
file a written statement at the Office of  the  Secretary  of
State,  which statement shall set forth the action taken upon
the record, or if no action has been taken  upon  the  record
that  fact,  together  with  the  reasons  therefor, shall be
stated.
    M.  The Secretary of State may initiate, take, pursue, or
prosecute any action authorized or permitted under Section 6d
of the Federal 1974 Act.
    N. (1)  Notwithstanding any provision of this Act to  the
contrary,     to     encourage     uniform    interpretation,
administration, and enforcement of  the  provisions  of  this
Act, the Secretary of State may cooperate with the securities
agencies  or  administrators  of one or more states, Canadian
provinces or territories, or another country, the  Securities
and   Exchange  Commission,  the  Commodity  Futures  Trading
Commission, the Securities Investor  Protection  Corporation,
any  self-regulatory  organization,  and any governmental law
enforcement or regulatory agency.
    (2)  The cooperation authorized by paragraph (1) of  this
subsection includes, but is not limited to, the following:
         (a)  establishing  or  participating  in  a  central
    depository  or  depositories  for registration under this
    Act and for documents or records required under this Act;
         (b)  making a joint audit, inspection,  examination,
    or investigation;
         (c)  holding a joint administrative hearing;
         (d)  filing   and   prosecuting  a  joint  civil  or
    criminal proceeding;
         (e)  sharing and exchanging personnel;
         (f)  sharing   and   exchanging   information    and
    documents; or
         (g)  issuing any joint statement or policy.
(Source: P.A. 91-809, eff. 1-1-01; 92-308, eff. 1-1-02.)

    (815 ILCS 5/11b) (from Ch. 121 1/2, par. 137.11b)
    Sec.  11b.   Special  funds.   All moneys received by the
State of Illinois in furtherance of activities,  duties,  and
responsibilities  under  the  Illinois Securities Law of 1953
from government or  non-governmental  sources,  except  funds
received pursuant to Section 981, 982, or 1963 of Title 18 of
the  United  States  Code,  which shall be deposited into the
Securities Audit and Enforcement Fund, and funds  payable  as
specific  grants  or  the  fines,  payments, or fees required
under Section 5, 6, 7, or 8, or in connection with violations
of Section 12 of this Act, the Business Opportunity Sales Law
of 1995, the Illinois Business Brokers Act of  1995,  or  the
Illinois  Loan  Brokers  Act of 1995 to be deposited into the
Securities Investors Education Fund or the  Securities  Audit
and  Enforcement Fund, shall be placed in the General Revenue
Fund of the State treasury.
(Source: P.A. 89-209, eff. 1-1-96.)

    (815 ILCS 5/12) (from Ch. 121 1/2, par. 137.12)
    Sec. 12.  Violation.  It shall  be  a  violation  of  the
provisions of this Act for any person:
    A.  To  offer  or  sell any security except in accordance
with the provisions of this Act.
    B.  To deliver to a purchaser any security required to be
registered under Section 5, Section 6  or  Section  7  hereof
unless accompanied or preceded by a prospectus that meets the
requirements  of  the pertinent subsection of Section 5 or of
Section 6 or of Section 7.
    C.  To act as a dealer, salesperson, investment  adviser,
or  investment  adviser  representative, unless registered as
such,  where  such  registration  is  required,   under   the
provisions of this Act.
    D.  To  fail  to  file  with  the  Secretary of State any
application, report or document required to  be  filed  under
the  provisions of this Act or any rule or regulation made by
the Secretary of State pursuant to this Act  or  to  fail  to
comply  with the terms of any order of the Secretary of State
issued pursuant to Section 11 hereof.
    E.  To make, or cause to be made, (1) in any application,
report or document filed  under  this  Act  or  any  rule  or
regulation  made  by  the Secretary of State pursuant to this
Act, any statement which was false or misleading with respect
to any material fact or (2) any statement to the effect  that
a  security  (other  than  a  security issued by the State of
Illinois) has been in any way endorsed  or  approved  by  the
Secretary of State or the State of Illinois.
    F.  To  engage  in any transaction, practice or course of
business  in  connection  with  the  sale  or   purchase   of
securities  which  works  or  tends to work a fraud or deceit
upon the purchaser or seller thereof.
    G.  To obtain money  or  property  through  the  sale  of
securities  by  means  of  any untrue statement of a material
fact or any omission to state a material  fact  necessary  in
order  to  make  the  statements  made,  in  the light of the
circumstances under which they were made, not misleading.
    H.  To sign or circulate any  statement,  prospectus,  or
other paper or document required by any provision of this Act
or  pertaining  to  any security knowing or having reasonable
grounds to know any material representation therein contained
to be false or untrue.
    I.  To employ any device, scheme or artifice  to  defraud
in  connection  with  the  sale  or purchase of any security,
directly or indirectly.
    J.  When acting  as  an  investment  adviser,  investment
adviser   representative,   or   federal  covered  investment
adviser,  by  any  means  or  instrumentality,  directly   or
indirectly:
         (1)  To  employ  any  device,  scheme or artifice to
    defraud any client or prospective client;
         (2)  To engage  in  any  transaction,  practice,  or
    course  of  business  which operates as a fraud or deceit
    upon any client or prospective client; or
         (3)  To engage in any act, practice,  or  course  of
    business  which is fraudulent, deceptive or manipulative.
    The Secretary of State shall for  the  purposes  of  this
    paragraph  (3),  by  rules  and  regulations,  define and
    prescribe means reasonably designed to prevent such acts,
    practices, and courses of  business  as  are  fraudulent,
    deceptive, or manipulative.
    K.  When  offering  or  selling  any  mineral  investment
contract or mineral deferred delivery contract:
         (1)  To  employ  any  device, scheme, or artifice to
    defraud any customer, prospective customer, or offeree;
         (2)  To engage  in  any  transaction,  practice,  or
    course  of  business  that  operates as a fraud or deceit
    upon any customer, prospective customer, or offeree; or
         (3)  To engage in any act, practice,  or  course  of
    business  that is fraudulent, deceptive, or manipulative.
    The Secretary of State shall for  the  purposes  of  this
    paragraph  (3),  by  rules  and  regulations,  define and
    prescribe means  reasonably  designed  to  prevent  acts,
    practices,  and  courses  of  business as are fraudulent,
    deceptive, or manipulative.
    L.  To  knowingly  influence,  coerce,   manipulate,   or
mislead  any  person  engaged  in the preparation or audit of
financial statements or appraisals to be used in the offer or
sale  of  securities  for  the  purpose  of  rendering   such
financial statements or appraisals materially misleading.
(Source: P.A. 90-70, eff. 7-8-97; 91-809, eff. 1-1-01.)

    (815 ILCS 5/14) (from Ch. 121 1/2, par. 137.14)
    Sec. 14.  Sentence.
    A.  Any  person  who  violates  any  of the provisions of
subsection A, B, C, or D of Section 12 or  paragraph  (3)  of
subsection  K  of Section 12 of this Act shall be guilty of a
Class 4 felony.
    B.  Any person who violates  any  of  the  provisions  of
subsection  E,  F,  G, H, I, or J, or paragraph (1) or (2) of
subsection K, or subsection L of Section 12 of this Act shall
be guilty of a Class 3 felony.
    B-5.  A person who violates a provision of subsection  E,
F,  G,  H, I, or J or paragraph (1) or (2) of subsection K of
Section 12 of this Act by use of a plan, program, or campaign
that is conducted  using  one  or  more  telephones  for  the
purpose  of  inducing  the  purchase or sale of securities is
guilty of a Class 2 felony.
    B-10.  A  person  who  in  the  course  of  violating   a
provision  of subsection E, F, G, H, I, or J or paragraph (1)
or (2) of subsection K of Section 12 of this  Act  induces  a
person  60  years  of  age  or  older  to  purchase  or  sell
securities is guilty of a Class 2 felony.
    C.  No prosecution for violation of any provision of this
Act  shall  bar  or  be  barred  by  any  prosecution for the
violation of any other provision of this Act or of any  other
statute;  but  all  prosecutions under this Act or based upon
any provision of this Act must be commenced  within  3  years
after  the  violation  upon  which such prosecution is based;
provided however,  that  if  the  accused  has  intentionally
concealed  evidence  of a violation of subsection E, F, G, H,
I, J, or  K  of  Section  12  of  this  Act,  the  period  of
limitation  prescribed  herein  shall  be  extended  up to an
additional 2  years  after  the  proper  prosecuting  officer
becomes  aware  of the offense but in no such event shall the
period of limitation so extended be more than 2 years  beyond
the expiration of the period otherwise applicable.
    D.  For  the  purposes  of this Act all persons who shall
sell or offer for sale, or who shall  purchase  or  offer  to
purchase,  securities  in violation of the provisions of this
Act, or who shall in any manner knowingly authorize,  aid  or
assist in any unlawful conduct under this Act shall be deemed
sale  or  offering  for sale or unlawful purchase or offer to
purchase shall be deemed equally guilty, and may be tried and
punished in  the  county  in  which  said  unlawful  sale  or
offering  for  sale or unlawful purchase or offer to purchase
was made, or in the county in which the securities so sold or
offered for sale or so purchased or offered to  be  purchased
were  delivered  or proposed to be delivered to the purchaser
thereof or by the seller thereof, as the case may be.
    E.  Any person who shall be convicted of a second or  any
subsequent  offense  specified  in  subsection A, B, C, D, or
paragraph (3) of subsection K of Section 12 of this Act shall
be guilty of a Class 3 felony, and any person  who  shall  be
convicted  of a second or any subsequent offense specified in
subsection E, F, G, H, I, J,  or  paragraph  (1)  or  (2)  of
subsection  K  of Section 12 of this Act shall be guilty of a
Class 2 felony.
    F.  If any person referred to in this Section  is  not  a
natural  person, it may upon conviction of a first offense be
fined up to  $25,000,  and  if  convicted  of  a  second  and
subsequent  offense,  may be fined up to $50,000, in addition
to any other sentence authorized by law.
    G.  This Act shall not be construed to repeal  or  affect
any  law  now  in  force  relating  to  the  organization  of
corporations  in  this  State or the admission of any foreign
corporation to do business in this State.
    H.  For the purposes of this Act, all persons who sell or
offer for sale, or who purchase  or  offer  to  purchase  any
mineral  investment  contract  or  mineral  deferred delivery
contract in violation of the provisions of this Act  or  who,
in  any  manner,  knowingly  authorize, aid, or assist in any
unlawful sale or offer for sale or unlawful purchase or offer
to  purchase  any  mineral  investment  contract  or  mineral
deferred delivery contract shall be deemed equally guilty and
may be tried and punished in the county in which the unlawful
sale or offer for sale  or  unlawful  purchase  or  offer  to
purchase  any mineral investment contract or mineral deferred
delivery contract was made or in  the  county  in  which  the
mineral  investment  contract  or  mineral  deferred delivery
contract so sold or offered  for  sale  or  so  purchased  or
offered  to  be  purchased  was  delivered  or proposed to be
delivered to the purchaser thereof or by the seller  thereof,
as the case may be, or in Sangamon County.
(Source: P.A. 92-308, eff. 1-1-02.)

    Section  99.  Effective date.  This Act takes effect upon
becoming law.