24 LAWS OF MARYLAND [CH. 1

interested parties, opportunity for hearing, and written findings of
fact and conclusions of law, except that the Commissioner may by
order summarily deny or revoke any of the specified exemptions pend-
ing final determination of any proceeding under this subsection. Up-
on the entry of a summary order, the Commissioner shall promptly
notify all interested parties that it has been entered and of the reasons
therefor and that within fifteen days of the receipt of a written re-
quest the matter will be set down for hearing. If no hearing is re-
quested and none is ordered by the Commissioner, the order will re-
main in effect until it is modified or vacated by the Commissioner. If
a hearing is requested or ordered, the Commissioner, after notice of
and opportunity for hearing to all interested persons, may modify or
vacate the order or extend it until final determination. No order un-
der this subsection may operate retroactively. No person may be
considered to have violated section 19 or 27 by reason of any offer
or sale effected after the entry of an order under this subsection if
he sustains the burden of proof that he did not know, and in the exer-
cise of reasonable care could not have known, of the order.

(d) In any proceeding under this act, the burden of proving an
exemption or an exception from a definition is upon the person claim-
ing it.

§ 27. Filing of Sales and Advertising Literature.

The Commissioner may by rule or order require the filing of any
prospectus, pamphlet, circular, form letter, advertisement, or other
sales literature or advertising communication addressed or intended
for distribution to prospective investors, including clients or pros-
pective clients of an investment adviser, unless the security or
transaction is exempted by section 26.

§ 28. Misleading Filings.

It is unlawful for any person to make or cause to be made, in any
document filed with the Commissioner or in any proceeding under
this act, any statement which is. at the time and in the light of the
circumstances under which it is made, false or misleading in any
material respect

§ 29. Unlawful Representations Concerning Registration or Exemp-
tion.

(a) Neither (1) the fact that an application for registration under
sections 15-18, inclusive, of this act, or a registration statement under
sections 19-24, inclusive, of this act, has been filed nor (2) the fact
that a person or security is effectively registered constitutes a finding
by the Commissioner that any document filed under this act is true,
complete, and not misleading. Neither any such fact nor the fact
that an exemption or exception is available for a security or a trans-
action means that the Commissioner has passed in any way upon the
merits or qualifications of, or recommended or given approval to, any
person, security, or transaction.

(b) It is unlawful to make, or cause to be made, to any prospective
purchaser, customer, or client any representation inconsistent with
subsection (a).