H.B. 877

VETOES

(3) [He] THE PERSON has no place of business in this State; and

(i) [His] THE PERSON'S only clients in this State are investment
companies as defined in the Investment Company Act of 1940, other investment advisers,
FEDERAL COVERED ADVISERS, broker-dealers, banks, trust companies, savings and
loan associations, insurance companies, employee benefit plans with assets of not less
than $1,000,000, and governmental agencies or instrumentalities, whether acting for
themselves or as trustees or fiduciaries with investment control, or other institutional
investors as are designated by rule or order of the Commissioner; or

(ii) [During any period of 12 consecutive months he does not direct
business communications in this State in any manner to more than 5 clients, other than
those specified in subparagraph (i) of this paragraph, whether or not he or any of the
persons to whom the communications are directed is then present in this State.] DURING
THE PRECEDING 12-MONTH PERIOD, THE PERSON HAS HAD NO MORE THAN FIVE
CLIENTS WHO:

1.        ARE RESIDENTS OF THE STATE; AND

2.        ARE NOT THE TYPES OF CLIENTS DESCRIBED IN ITEM (I)
OF THIS PARAGRAPH.

(C)     A FEDERAL COVERED ADVISER MAY NOT CONDUCT ADVISORY BUSINESS
IN THIS STATE UNLESS THE FEDERAL COVERED ADVISER CONDUCTS THE
ADVISORY BUSINESS IN ACCORDANCE WITH § 11-405(B) OF THIS SUBTITLE OR
SUBSECTION (B)(2) OR (3) OF THIS SECTION.

(D)     BY RULE OR ORDER, THE COMMISSIONER MAY MODIFY THE
REQUIREMENTS OF THIS SECTION OR EXEMPT ANY BROKER-DEALER, INVESTMENT
ADVISER, OR FEDERAL COVERED ADVISER FROM THE REQUIREMENTS OF THIS
SECTION IF THE COMMISSIONER DETERMINES THAT:

(1)      COMPLIANCE WITH THIS SECTION IS NOT NECESSARY OR
APPROPRIATE FOR THE PROTECTION OF INVESTORS; AND

(2)      THE EXEMPTION IS CONSISTENT WITH THE PUBLIC INTEREST AND
WITHIN THE PURPOSES FAIRLY INTENDED BY THE POLICY AND PROVISIONS OF THIS
TITLE.

11-402.

(a)      (1) [It is unlawful for any] A broker-dealer or issuer [to] MAY NOT
employ OR ASSOCIATE WITH an agent unless the agent is registered.

(2) When an agent terminates a connection with a broker-dealer or issuer
or terminates those activities which make him THE INDIVIDUAL an agent, the agent and
the broker-dealer or issuer shall promptly notify the Commissioner.

(b)     (1) [It is unlawful for any] AN investment adviser required to be registered
[ to] MAY NOT employ OR ASSOCIATE WITH an investment adviser representative unless
the representative is registered under this subtitle.

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