WILLIAM DONALD SCHAEFER, Governor                    Ch. 805

and in the exercise of reasonable care could not have known, of
the untruth or omission.

(2)  A person is civilly liable to the person selling
a security to him if he:

(i) Offers to purchase or purchases the
security in violation of § 11-902, § 11-903, § 11-904, or §
11-905 of this title; or

(ii) Offers to purchase or purchases the
security 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 light of the circumstances under which
they are made, not misleading, the seller not knowing of the
untruth or omission, and if he does not sustain the burden of
proof that he did not know, and in the exercise of reasonable
care could not have known, of the untruth or omission.

(3)  A PERSON IS CIVILLY LIABLE TO ANOTHER PERSON IF
HE:

(I)   IN VIOLATION OF § 11-302(C), § 11-401(B), §
11-402(B), OR § 11-304(B) OF THIS TITLE, OR IN VIOLATION OF ANY
RULE OR ORDER UNDER § 11-205 OF THIS TITLE, ENGAGES IN THE
BUSINESS OF ADVISING OTHERS, FOR COMPENSATION, EITHER DIRECTLY OR
THROUGH PUBLICATIONS OR WRITINGS, AS TO THE VALUE OF SECURITIES
OR AS TO THE ADVISABILITY OF INVESTING IN, PURCHASING, OR SELLING
SECURITIES, OR WHO, FOR COMPENSATION AND AS A PART OF A REGULAR
BUSINESS, ISSUES OR PROMULGATES ANALYSES OR REPORTS CONCERNING
SECURITIES IN VIOLATION OF SUCH SECTIONS OR RULES OR ORDERS,
EXCEPT THAT AN ACTION PURSUANT TO A VIOLATION OF § 11-402(B) OF
THIS TITLE MAY NOT BE MAINTAINED EXCEPT BY THOSE PERSONS WHO
DIRECTLY RECEIVED ADVICE FROM THE UNREGISTERED INVESTMENT ADVISER
REPRESENTATIVE; OR

(II)  RECEIVES, DIRECTLY OR INDIRECTLY, ANY
CONSIDERATION FROM ANOTHER PERSON FOR ADVICE AS TO THE VALUE OF
SECURITIES OR THEIR PURCHASE OR SALE, WHETHER THROUGH THE
ISSUANCE OF ANALYSES, REPORTS, OR OTHERWISE, AND EMPLOYS ANY
DEVICE, SCHEME, OR ARTIFICE TO DEFRAUD SUCH OTHER PERSON OR
ENGAGES IN ANY ACT, PRACTICE OR COURSE OF BUSINESS WHICH OPERATES
OR WOULD OPERATE AS A FRAUD OR DECEIT ON SUCH OTHER PERSON.

(b) (1) A buyer may sue either at law or in equity:

(i) On tender of the security, to recover the
consideration paid for the security, together with interest at [6
percent per year] THE RATE PROVIDED FOR IN § 11-107(A) OF THE
COURTS AND JUDICIAL PROCEEDINGS ARTICLE, AS AMENDED, from the
date of payment, costs, and reasonable attorneys' fees, less the
amount of any income received on the security; or

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