Indiana § 23-19-4-13 - Third party solicitor; required written disclosures; restrictions; exemptions

§ 23-19-4-13. Third party solicitor; required written disclosures; restrictions; exemptions

Sec. 13. (a) For purposes of this section, "adviser" refers to any of the following:

(1) An investment adviser.

(2) A federal covered investment adviser.

(3) An investment adviser representative.

(b) A third party solicitor shall provide a copy of the third party solicitor's written disclosure document to a client at the time a solicitation is made.

(c) A third party solicitor's written disclosure document must include the following:

(1) The names of the third party solicitor and the adviser who have entered into an agreement for solicitation services.

(2) The nature of the relationship between the third party solicitor and the adviser, including any affiliation.

(3) A statement that the adviser will compensate the third party solicitor for solicitation services.

(4) A statement that the adviser will charge the client for:

(A) the solicitation services; and

(B) the adviser's fee.

(5) The amount of any difference in the adviser's fee if:

(A) the client is charged an adviser's fee that is greater than the adviser's fee charged to other clients; and

(B) the difference is attributable to the third party solicitor and the adviser's arrangement for solicitation services.

(d) Except as provided in subsection (e), an adviser who is employed by or associated with an investment adviser shall not, directly or indirectly, compensate a third party solicitor for solicitation services performed in Indiana.

(e) An adviser may compensate a third party solicitor for solicitation services performed in Indiana if all of the following apply:

(1) The adviser is properly registered with the division or exempted from registration under this article.

(2) The adviser receives from the client, before entering into an investment advisory contract, a signed and dated acknowledgment that the client received:

(A) a Form ADV Part II, or any successor brochure form required to be filed under:

(i) 17 CFR 203-1(a); or

(ii) rules promulgated under this article; or

a written disclosure statement including all the information required by a Form ADV Part II; and

(B) the third party solicitor's written disclosure document.

(3) The adviser makes a good faith effort to ascertain whether the third party solicitor complies with the written agreement.

(4) The adviser has a reasonable basis for believing that the third party solicitor has complied with the written agreement.

(5) The third party solicitor is compensated under a written agreement that the adviser is a party to.

(6) The third party solicitor is not the subject of an order listed by IC 23-19-4-12(d)(5).

(7) The adviser and the third party solicitor have entered into a written agreement that:

(A) describes the third party solicitor's:

(i) services on behalf of the adviser; and

(ii) compensation for the services;

(B) contains the third party solicitor's agreement to perform the third party solicitor's duties consistent with:

(i) the adviser's instructions; and

(ii) this article; and

(C) requires the third party solicitor, when performing solicitation services described in the agreement, to provide the client with:

(i) a current copy of the adviser's Form ADV Part II, or any successor form; and

(ii) a copy of the third party solicitor's written disclosure document.

(f) This section does not relieve an adviser of any fiduciary or other obligations under any law.

As added by P.L.158-2022, SEC.6.

IC 23-19-4.1Chapter 4.1. Financially Vulnerable Adult

23-19-4.1-1"Financial exploitation" 23-19-4.1-2Repealed 23-19-4.1-2.1"Financially vulnerable adult" 23-19-4.1-3"Immediate family member" 23-19-4.1-4"Protective agencies" 23-19-4.1-5"Qualified individual" 23-19-4.1-6Suspected financial exploitation of financially vulnerable adult; duty of qualified individual to report and notify commissioner; authorized additional notifications 23-19-4.1-7Qualified individual's authority to refuse to disburse funds; notice to protective agencies and parties on account; expiration of refusal; court order extending refusal or providing protective relief 23-19-4.1-8Immunity for broker-dealers, investment advisers, and qualified individuals; authority of commissioner to access books and records not impeded 23-19-4.1-9Authority of broker-dealers and investment advisers to provide relevant records to protective agencies or law enforcement; records confidential 23-19-4.1-10Training resources for broker-dealers, investment advisers, and qualified individuals; availability on secretary of state's website 23-19-4.1-11Commissioner's authority to adopt rules

IC 23-19-4.1-1"Financial exploitation" Sec. 1. As used in this chapter, "financial exploitation" means the wrongful or unauthorized taking, withholding, appropriation, or use of money, real property, or personal property of a financially vulnerable adult.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.5.

IC 23-19-4.1-2RepealedAs added by P.L.39-2016, SEC.1. Repealed by P.L.158-2017, SEC.6.

IC 23-19-4.1-2.1"Financially vulnerable adult" Sec. 2.1. As used in this chapter, "financially vulnerable adult" means an individual to whom one (1) or more of the following apply:

(1) The individual is at least sixty-five (65) years of age.

(2) The individual is:

(A) at least eighteen (18) years of age; and

(B) incapable, by reason of:

(i) mental illness;

(ii) intellectual disability;

(iii) dementia; or

(iv) other physical or mental incapacity;

of managing or directing the management of the individual's property.

As added by P.L.158-2017, SEC.7.

IC 23-19-4.1-3"Immediate family member" Sec. 3. As used in this chapter, "immediate family member" means a spouse, child, parent, or sibling.

As added by P.L.39-2016, SEC.1.

IC 23-19-4.1-4"Protective agencies" Sec. 4. As used in this chapter, "protective agencies" refers to both of the following:

(1) The adult protective services unit described in IC 12-10-3-1.

(2) The commissioner.

As added by P.L.39-2016, SEC.1.

IC 23-19-4.1-5"Qualified individual" Sec. 5. As used in this chapter, "qualified individual" means an individual associated with a broker-dealer or investment adviser who serves in a supervisory, compliance, or legal capacity as part of the individual's job.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.8.

IC 23-19-4.1-6Suspected financial exploitation of financially vulnerable adult; duty of qualified individual to report and notify commissioner; authorized additional notifications Sec. 6. (a) If a qualified individual has reason to believe that financial exploitation of a financially vulnerable adult has occurred, has been attempted, or is being attempted, the qualified individual shall, as required by IC 12-10-3-9(a):

(1) make a report to the adult protective services unit (as defined in IC 12-10-3-1); and

(2) notify the commissioner.

(b) After a qualified individual makes a report and provides notification under subsection (a), the qualified individual may, to the extent permitted under federal law, notify any of the following concerning the qualified individual's belief:

(1) An immediate family member of the financially vulnerable adult.

(2) A legal guardian of the financially vulnerable adult.

(3) A conservator of the financially vulnerable adult.

(4) A trustee, cotrustee, or successor trustee of the account of the financially vulnerable adult.

(5) An agent under a power of attorney of the financially vulnerable adult.

(6) Any other person permitted under existing laws, rules, regulations, or customer agreement.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.9; P.L.47-2025, SEC.10.

IC 23-19-4.1-7Qualified individual's authority to refuse to disburse funds; notice to protective agencies and parties on account; expiration of refusal; court order extending refusal or providing protective relief Sec. 7. (a) A qualified individual may refuse a request for disbursement of funds from an account:

(1) owned by a financially vulnerable adult; or

(2) of which a financially vulnerable adult is a beneficiary or beneficial owner;

if the qualified individual has reason to believe that the requested disbursement may result in financial exploitation of the financially vulnerable adult.

(b) If a qualified individual refuses a request for disbursement under subsection (a), a broker-dealer or investment adviser involved in the transaction or the qualified individual shall:

(1) subject to subsection (c), make a reasonable effort to notify all parties authorized to transact business on the account:

(A) orally; or

(B) in writing by:

(i) electronic communication; or

(ii) mail postmarked;

not more than two (2) business days after the qualified individual refuses the request for disbursement; and

(2) notify the protective agencies:

(A) orally; or

(B) in writing by:

(i) electronic communication; or

(ii) mail postmarked;

not more than three (3) business days after the qualified individual refuses the request for disbursement.

(c) A broker-dealer, investment adviser, or the qualified individual described in subsection (b) is not required to contact a party authorized to transact business on the account if the broker-dealer, investment adviser, or qualified individual has reason to believe that the party has engaged in suspected or attempted financial exploitation of the financially vulnerable adult.

(d) Unless a court or the commissioner enters an order extending the refusal of disbursement or providing any other applicable protective relief, any refusal of disbursement under this section expires upon the earlier of the following:

(1) The date that the qualified individual has reason to believe that the disbursement will not result in financial exploitation of the financially vulnerable adult.

(2) Fifteen (15) business days after the date of the initial refusal of disbursement by the qualified individual. However, if a broker-dealer's or investment adviser's internal review of the facts and circumstances supports the broker-dealer's or investment adviser's reasonable belief that the financial exploitation of the financially vulnerable adult has occurred, is occurring, has been attempted, or will be attempted, the commissioner shall extend the refusal of disbursement for an additional fifteen (15) business days after the expiration date that would otherwise apply under this subdivision.

(e) A court with jurisdiction may enter an order that:

(1) extends a refusal of disbursement; or

(2) provides for any other protective relief.

(f) After:

(1) a broker-dealer, investment adviser, or qualified individual provides notice under subsection (b); and

(2) the refusal of disbursement has expired or a court or the commissioner has entered an order as described in subsection (d) or (e)(1);

the broker-dealer, investment adviser, or qualified individual shall notify, in writing, the protective agencies of the expiration or the order, as applicable.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.10.

IC 23-19-4.1-8Immunity for broker-dealers, investment advisers, and qualified individuals; authority of commissioner to access books and records not impeded Sec. 8. Notwithstanding any other provision of law, a broker-dealer, investment adviser, or a qualified individual who, in good faith, complies with section 6 or 7 of this chapter, is immune from any administrative or civil liability for actions taken in accordance with those sections. A broker-dealer, investment adviser, or qualified individual who, in good faith, releases or does not release copies of records under section 9 of this chapter is immune from any civil liability for release of such records or failing to release such records. This chapter does not limit or otherwise impede the authority of the commissioner to access or examine books and records of broker-dealers or investment advisers as otherwise provided by law.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.11.

IC 23-19-4.1-9Authority of broker-dealers and investment advisers to provide relevant records to protective agencies or law enforcement; records confidential Sec. 9. (a) A broker-dealer or investment adviser may provide to protective agencies or law enforcement access to or copies of records that are relevant to the suspected financial exploitation of a financially vulnerable adult. The records may include records relating to:

(1) disbursement of any funds from an account of the financially vulnerable adult; and

(2) disbursements of funds that comprise the suspected financial exploitation of a financially vulnerable adult.

(b) All records made available to the protective agencies under this section are confidential under IC 5-14-3.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.12.

IC 23-19-4.1-10Training resources for broker-dealers, investment advisers, and qualified individuals; availability on secretary of state's website Sec. 10. Not later than September 1, 2017, the commissioner shall develop and make available on the secretary of state's website information that includes training resources to assist broker-dealers, investment advisers, and qualified individuals in the prevention and detection of financial exploitation of financially vulnerable adults. The training resources must include information on:

(1) indicators of financial exploitation of financially vulnerable adults; and

(2) the potential steps broker-dealers, investment advisers, and qualified individuals can take, under Indiana law, to prevent suspected financial exploitation of financially vulnerable adults.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.13; P.L.23-2026, SEC.240.

IC 23-19-4.1-11Commissioner's authority to adopt rules Sec. 11. The commissioner may adopt rules under IC 23-19-6-5 to implement this chapter.

As added by P.L.39-2016, SEC.1.

IC 23-19-4.3Chapter 4.3. Examination Requirements and Continuing Education

23-19-4.3-1Definitions 23-19-4.3-2Examination requirements for registration as an agent of a broker-dealer; exceptions 23-19-4.3-3Examination requirements for registration as an investment adviser representative; exceptions 23-19-4.3-4Examination validity extension for investment adviser representatives 23-19-4.3-5Required investment adviser representative continuing education; exceptions; consequences for noncompliance 23-19-4.3-6Continuing education requirement upon termination of registration; exceptions 23-19-4.3-7Reporting completion of investment adviser representative continuing education requirements 23-19-4.3-8Exception to continuing education requirements for investment adviser representative 23-19-4.3-9Prohibition on carrying forward excess continuing education credits 23-19-4.3-10Waiver of requirements by commissioner

IC 23-19-4.3-1Definitions Sec. 1. The following definitions apply throughout this chapter:

(1) "Authorized provider" means a person that NASAA or its designee has authorized to provide continuing education content.

(2) "Credit" means a unit that has been designated by NASAA as at least fifty (50) minutes of educational instruction.

(3) "Ethics and professional responsibility continuing education content" means NASAA approved investment adviser representative continuing education content that addresses an investment adviser representative's ethical and regulatory obligations.

(4) "FINRA" refers to the Financial Industry Regulatory Authority.

(5) "Home state" means the state where the principal office and place of business of an investment adviser representative is located.

(6) "NASAA" refers to the North American Securities Administrators Association or a committee designated by its board of directors.

(7) "Products and practice continuing education content" means NASAA approved investment adviser continuing education content that addresses an investment adviser representative's continuing skills and knowledge regarding:

(A) financial products;

(B) investment features; and

(C) practices;

in the investment advisory industry.

(8) "Reporting period" means one (1) twelve (12) month period as determined by NASAA.

(9) "Series 7 examination" means the general securities representative examination administered by FINRA.

(10) "Series 63 examination" means the uniform securities agent state law examination administered by FINRA.

(11) "Series 65 examination" means the uniform investment adviser law examination administered by FINRA.

(12) "Series 66 examination" means the uniform combined state law examination administered by FINRA.

As added by P.L.41-2026, SEC.7.

IC 23-19-4.3-2Examination requirements for registration as an agent of a broker-dealer; exceptions Sec. 2. (a) This section applies to an applicant seeking to register as an agent of a broker-dealer under IC 23-19-4.

(b) Except as provided in subsections (c) through (e), an applicant must pass:

(1) the Series 63 or Series 66 examination; and

(2) any other examination required by the commissioner;

within the two (2) years preceding the date of application.

(c) An applicant is in compliance with the examination requirement under subsection (b) if the:

(1) applicant has not been registered as an agent in any state for more than two (2) years but less than five (5) years;

(2) applicant is a participant in the Maintaining Qualifications Program administered by FINRA;

(3) applicant's FINRA qualifying examinations are valid through the applicant's participation in the Maintaining Qualifications Program administered by FINRA; and

(4) applicant is a participant in the Examination Validity Extension Program for agents of broker-dealers administered by NASAA within two (2) years of agent registration termination.

(d) An applicant is in compliance with the examination requirement in subsection (b)(2) if the:

(1) applicant has not been registered as an agent in any state for more than two (2) years but less than five (5) years;

(2) applicant is a participant in the Maintaining Qualifications Program administered by FINRA; and

(3) applicant's FINRA qualifying examinations are valid through the individual's participation in the Maintaining Qualifications Program administered by FINRA.

(e) The commissioner may waive any of the examination requirements under subsection (b).

(f) For purposes of investment adviser representative registration, the validity of an applicant's investment adviser representative portion of the Series 66 examination may not be extended through participation in the Maintaining Qualifications Program administered by FINRA.

As added by P.L.41-2026, SEC.7.

IC 23-19-4.3-3Examination requirements for registration as an investment adviser representative; exceptions Sec. 3. (a) This section applies to an applicant seeking to register as an investment adviser representative.

(b) Except as provided in subsections (c) through (e), an applicant under this section must pass the:

(1) Series 65 examination within the two (2) years preceding the date of application or the Series 7 and Series 66 examination within the two (2) years preceding the date of application; and

(2) Securities Industry Essentials Examination within the four (4) years preceding the date of application, if the applicant did not take the Series 65 examination within the two (2) years preceding the date of application.

(c) If:

(1) an applicant under this section has been designated as:

(A) a Certified Financial Planner;

(B) a Chartered Financial Consultant;

(C) a Chartered Financial Analyst;

(D) a Personal Financial Specialist;

(E) a Certified Investment Management Analyst; and

(F) any other designation that the commissioner considers to be equivalent to the examinations required under subsection (b); and

(2) the applicant's designation in subdivision (1) is current and in good standing with the organization that awarded the designation;

the examination requirement in subsection (b) does not apply.

(d) An applicant is in compliance with the examination requirement in subsection (b)(1) if the:

(1) applicant has not been registered as an investment adviser representative in any state for more than two (2) years but less than five (5) years;

(2) applicant is a participant in the Maintaining Qualifications Program administered by FINRA;

(3) applicant's FINRA qualifying examinations are valid through the individual's participation in the Maintaining Qualifications Program administered by FINRA; and

(4) applicant is a participant in the Examination Validity Extension Program for investment adviser representatives administered by NASAA within two (2) years of agent registration termination.

(e) An applicant is in compliance with the examination requirement in subsection (b)(2) if the:

(1) applicant has not been registered as an investment adviser representative in any state for more than two (2) years but less than five (5) years;

(2) applicant is a participant in the Maintaining Qualifications Program administered by FINRA; and

(3) applicant's FINRA qualifying examinations are valid through the individual's participation in the Maintaining Qualifications Program administered by FINRA.

(f) The commissioner may waive any of the examination requirements under subsection (b).

As added by P.L.41-2026, SEC.7.

IC 23-19-4.3-4Examination validity extension for investment adviser representatives Sec. 4. (a) An individual who terminates the individual's registration as an investment adviser representative may have the validity of the individual's Series 65 examination and the investment adviser representative portion of the Series 66 examination extended for a period of five (5) years, if the individual meets all of the following requirements:

(1) The individual previously passed the examination for which the individual seeks to maintain validity under this subsection.

(2) The individual was registered as an investment adviser representative for at least one (1) year immediately preceding the termination of the investment adviser representative registration.

(3) The individual was not subject to a statutory disqualification as defined in Section 3(a)(39) of the Securities Exchange Act of 1934.

(4) The individual does not have a deficiency under the investment adviser representative continuing education program described in section 6 of this chapter at the time the individual terminates the individual's investment adviser representative registration.

(5) The individual completes annually on or before December 31 of each calendar year that elapses after the individual's investment adviser representative registration is terminated:

(A) six (6) credits of ethics and professional responsibility continuing education content offered by an authorized provider, including at least three (3) hours covering the topic of ethics; and

(B) six (6) credits of products and practice continuing education content offered by an authorized provider.

(b) An individual who complies with the Maintaining Qualification Program administered by FINRA is in compliance with subsection (a)(5)(B).

As added by P.L.41-2026, SEC.7.

IC 23-19-4.3-5Required investment adviser representative continuing education; exceptions; consequences for noncompliance Sec. 5. (a) Except as provided in subsections (b) and (c), an investment adviser representative registered under IC 23-19-4 shall complete the following investment adviser representative continuing education requirements each reporting period:

(1) Six (6) credits of investment adviser representative ethics and professional responsibility continuing education content offered by an authorized provider, with at least three (3) hours covering the topic of ethics.

(2) Six (6) credits of investment adviser representative products and practice continuing education content offered by an authorized provider.

(b) An investment adviser representative who is registered as an agent of a FINRA member broker-dealer and complies with FINRA's continuing education requirements is in compliance with subsection (a)(2) for each applicable reporting period if the FINRA continuing education content meets all of the following criteria as determined by NASAA:

(1) The content of the program focuses on:

(A) compliance;

(B) regulatory;

(C) ethical; and

(D) sales practice;

standards.

(2) The content of the program is derived from:

(A) state and federal investment advisory statutes;

(B) rules and regulations;

(C) securities industry rules and regulations; and

(D) accepted standards and practices in the financial services industry.

(3) The program requires that its participants demonstrate proficiency in the subject matter of the educational materials.

(c) If an investment adviser representative who holds a designation that qualifies the individual for an examination waiver under section 3(c) of this chapter completes continuing education content as a condition of maintaining the individual's designation, the individual complies with subsection (a) if the continuing education content:

(1) completed during the relevant reporting period by the investment adviser representative is mandatory to maintain the designation; and

(2) provided by the designating organization during the relevant reporting period is NASAA approved investment adviser representative continuing education content.

(d) An investment adviser representative who fails to comply with this section by the end of a reporting period will renew as "CE Inactive" at the close of the calendar year until the investment adviser representative completes and reports all required investment adviser representative continuing education credits. An investment adviser representative who is "CE Inactive" at the close of the next calendar year is not eligible for investment adviser representative registration or renewal of an investment adviser representative registration under IC 23-19-4.

As added by P.L.41-2026, SEC.7.

IC 23-19-4.3-6Continuing education requirement upon termination of registration; exceptions Sec. 6. If an investment adviser representative's registration is terminated, the individual shall complete the investment adviser representative continuing education requirements for all reporting periods that occurred between the time that the investment adviser representative's registration is terminated and when the individual became registered again under IC 23-19-4 unless the investment adviser representative:

(1) passes the applicable examination described in section 3(b) of this chapter; or

(2) receives an examination waiver under section 3(c) through 3(e) of this chapter.

As added by P.L.41-2026, SEC.7.

IC 23-19-4.3-7Reporting completion of investment adviser representative continuing education requirements Sec. 7. An authorized provider shall report the completion of an investment adviser representative's applicable investment adviser representative continuing education requirements to FINRA not more than thirty (30) days after the investment adviser representative completes the applicable investment adviser representative continuing education requirements.

As added by P.L.41-2026, SEC.7.

IC 23-19-4.3-8Exception to continuing education requirements for investment adviser representative Sec. 8. An investment adviser representative registered or required to be registered in Indiana who is registered as an investment adviser representative in the individual's home state satisfies the requirements of section 5(a) of this chapter if:

(1) the investment adviser representative's home state has continuing education requirements that are at least as stringent as the continuing education requirements of this chapter; and

(2) the investment adviser representative is in compliance with the home state's investment adviser representative continuing education requirements.

As added by P.L.41-2026, SEC.7.

IC 23-19-4.3-9Prohibition on carrying forward excess continuing education credits Sec. 9. An investment adviser representative who completes more than twelve (12) credits of continuing education for the reporting period may not carry forward the excess credits of continuing education.

As added by P.L.41-2026, SEC.7.

IC 23-19-4.3-10Waiver of requirements by commissioner Sec. 10. The commissioner may waive any of the requirements in sections 5 through 9 of this chapter.

As added by P.L.41-2026, SEC.7.

IC 23-19-5Chapter 5. Fraud and Liabilities

23-19-5-1Fraudulent or deceitful acts 23-19-5-2Unlawful practices; investment advisers and investment adviser representatives; investment advisory contract 23-19-5-3Evidentiary burden 23-19-5-4Sales and advertising literature filing 23-19-5-5Filing false or misleading statements 23-19-5-6Filings related to fact of registration; unlawful act 23-19-5-7Qualified immunity 23-19-5-8Violations; felony; assistance in prosecution 23-19-5-9Civil liability; defense; rights and remedies; joint and several liability; right of contribution; statute of limitations; contractual waivers void 23-19-5-10Rescission offers 23-19-5-11Violation of agreement