PARRIS N. GLENDENING, Governor                             Ch. 613

(i) Makes any recommendations or otherwise renders investment
advice to clients;

(ii) Represents an investment adviser in rendering the services
described under subsection [(f)(1)] (H)(1) of this section;

(iii) Manages accounts or portfolios of clients;

(iv) Determines which recommendation or investment advice should be
given with respect to a particular client account;

(v) Solicits, offers or negotiates for the sale of or sells investment
advisory services;

(vi) Directly supervises employees who perform any of the foregoing;
or

(vii) Holds [himself] out as an investment adviser.

(2) "Investment adviser representative" or "representative" does not
include:

(I)      [any] ANY other person not within the intent of this subsection as
the Commissioner designates by rule or order[.]; OR

(II)     CLERICAL OR MINISTERIAL PERSONNEL
11-102.

(a) The terms "offer", "offer to sell", "sale", and "sell", as defined in [§
11-101(k) and (n)] § 11-101(M) AND (P) of this subtitle, do not include:

(1)     Any bona fide pledge or loan;

(2)     Any stock dividend, whether the corporation distributing the dividend is
the issuer of the stock or not, if nothing of value is given by stockholders for the dividend
other than the surrender of a right to a cash or property dividend when each stockholder
may elect to take the dividend in cash, property, or stock;

(3)     Any act incident to a class vote by stockholders, under the certificate of
incorporation or the applicable corporation statute, on a merger, consolidation, split-up,
spin-off, share exchange, reclassification of securities, or transfer of corporate assets in
consideration of the issuance, in whole or in part, of securities of another corporation;

(4)     Any act incident to a judicially approved reorganization in which a
security is issued:

(i) In exchange for one or more outstanding securities, claims, or
property interests; or

(ii) Partly in such exchange and partly for cash; or

(5)     Any act as to which the Commissioner by rule or order finds that:

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