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7551.409 Withdrawal of registration of broker-dealer, agent,
8investment adviser, and investment adviser representative. Withdrawal of
9registration by a broker-dealer, agent, investment adviser, or investment adviser
10representative becomes effective 60 days after the filing of the application to
11withdraw or within any shorter period as provided by rule adopted or order issued
12under this chapter unless a revocation or suspension proceeding is pending when the
13application is filed. If a proceeding is pending, withdrawal becomes effective when
14and upon such conditions as required by rule adopted or order issued under this
15chapter. The administrator may institute a revocation or suspension proceeding
16under s. 551.412 within one year after the withdrawal became effective
17automatically and issue a revocation or suspension order as of the last date on which
18registration was effective if a proceeding is not pending.
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19551.411 Postregistration requirements.
(1) Financial requirements. 20Subject to section 15 (h) of the Securities Exchange Act of 1934 (
15 USC 78o (h)) or
21section 222 of the Investment Advisers Act of 1940 (
15 USC 80b-18a), a rule adopted
22or order issued under this chapter may establish minimum financial requirements
23for broker-dealers registered or required to be registered under this chapter and
24investment advisers registered or required to be registered under this chapter.
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1(2) Financial reports. Subject to section 15 (h) of the Securities Exchange Act
2of 1934 (
15 USC 78o (h)) or section 222 (b) of the Investment Advisers Act of 1940 (
15
3USC 80b-18a), a broker-dealer registered or required to be registered under this
4chapter and an investment adviser registered or required to be registered under this
5chapter shall file such financial reports as are required by a rule adopted or order
6issued under this chapter. If the information contained in a record filed under this
7subsection is or becomes inaccurate or incomplete in a material respect, the
8registrant shall promptly file a correcting amendment.
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9(3) Record keeping. Subject to section 15 (h) of the Securities Exchange Act
10of 1934 (
15 USC 78o (h)) or section 222 of the Investment Advisers Act of 1940 (
15
11USC 80b-18a):
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(a) A broker-dealer registered or required to be registered under this chapter
13and an investment adviser registered or required to be registered under this chapter
14shall make and maintain the accounts, correspondence, memoranda, papers, books,
15and other records required by rule adopted or order issued under this chapter.
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(b) Broker-dealer records required to be maintained under par. (a) may be
17maintained in any form of data storage acceptable under section 17 (a) of the
18Securities Exchange Act of 1934 (
15 USC 78q (a)) if they are readily accessible to the
19administrator.
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(c) Investment adviser records required to be maintained under par. (a) may
21be maintained in any form of data storage required by rule adopted or order issued
22under this chapter.
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23(4) Audits or inspections. The records of a broker-dealer registered or
24required to be registered under this chapter and of an investment adviser registered
25or required to be registered under this chapter are subject to such reasonable
1periodic, special, or other audits or inspections by a representative of the
2administrator, within or without this state, as the administrator considers necessary
3or appropriate in the public interest and for the protection of investors. The
4administrator may also conduct an examination of the books, records, and affairs of
5an applicant for registration as a broker-dealer or investment adviser. An audit or
6inspection may be made at any time and without prior notice. The administrator
7may copy, and remove for audit or inspection copies of, all records the administrator
8reasonably considers necessary or appropriate to conduct the audit or inspection.
9The administrator may assess a reasonable charge for conducting an audit or
10inspection under this subsection.
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11(5) Custody and discretionary authority bond or insurance. Subject to
12section 15 (h) of the Securities Exchange Act of 1934 (
15 USC 78o (h)) or section 222
13of the Investment Advisers Act of 1940 (
15 USC 80b-18a), a rule adopted or order
14issued under this chapter may require a broker-dealer or investment adviser that
15has custody of or discretionary authority over funds or securities of a customer or
16client to obtain insurance or post a bond or other satisfactory form of security in an
17amount prescribed by the administrator by rule. The administrator may determine
18the requirements of the insurance, bond, or other satisfactory form of security.
19Insurance or a bond or other satisfactory form of security may not be required of a
20broker-dealer registered under this chapter whose net capital exceeds, or of an
21investment adviser registered under this chapter whose minimum financial
22requirements exceed, the amounts required by rule or order under this chapter. The
23insurance, bond, or other satisfactory form of security must permit an action by a
24person to enforce any liability on the insurance, bond, or other satisfactory form of
25security if instituted within the time limitations in s. 551.509 (10) (b).
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1(6) Requirements for custody. Subject to section 15 (h) of the Securities
2Exchange Act of 1934 (
15 USC 78o (h)) or section 222 of the Investment Advisers Act
3of 1940 (
15 USC 80b-18a), an agent may not have custody of funds or securities of
4a customer except under the supervision of a broker-dealer and an investment
5adviser representative may not have custody of funds or securities of a client except
6under the supervision of an investment adviser or a federal covered investment
7adviser. A rule adopted or order issued under this chapter may prohibit, limit, or
8impose conditions on a broker-dealer regarding custody of funds or securities of a
9customer and on an investment adviser regarding custody of securities or funds of
10a client.
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11(7) Investment adviser brochure rule. With respect to an investment adviser
12registered or required to be registered under this chapter, a rule adopted or order
13issued under this chapter may require that information or other record be furnished
14or disseminated to clients or prospective clients in this state as necessary or
15appropriate in the public interest and for the protection of investors and advisory
16clients.
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17(8) Continuing education. A rule adopted or order issued under this chapter
18may require an individual registered under s. 551.402 or 551.404 to participate in
19a continuing education program approved by the administrator and administered by
20a self-regulatory organization or, in the absence of such a program, a rule adopted
21or order issued under this chapter may require continuing education for an
22individual registered under s. 551.404.
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23(9) Interest rate on customer accounts. No registered broker-dealer shall
24be subject to s. 138.05 (1) (a) with respect to any debit balance in a customer account
1if the debit balance is payable on demand and the only collateral for the balance is
2securities.
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3551.412 Denial, revocation, suspension, censure, withdrawal,
4restriction, condition, or limitation of registration. (1) Disciplinary
5conditions - applicants. If the administrator finds that the order is in the public
6interest and sub. (4) authorizes the action, an order issued under this chapter may
7deny an application, or may condition or limit registration of an applicant, to be a
8broker-dealer, agent, investment adviser, or investment adviser representative and,
9if the applicant is a broker-dealer or investment adviser, of a partner, officer,
10director, person having a similar status or performing similar functions, or person
11directly or indirectly in control of the broker-dealer or investment adviser.
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12(2) Disciplinary conditions - registrants. If the administrator finds that the
13order is in the public interest and sub. (4) authorizes the action, an order issued
14under this chapter may revoke, suspend, censure, condition, or limit the registration
15of a registrant and, if the registrant is a broker-dealer or investment adviser, of a
16partner, officer, director, person having a similar status or performing similar
17functions, or person directly or indirectly in control of the broker-dealer or
18investment adviser. However, the administrator may not do any of the following:
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(a) Institute a revocation or suspension proceeding under this subsection based
20on an order issued under a law of another state that is reported to the administrator
21or a designee of the administrator more than one year after the date of the order on
22which it is based.
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(b) Under sub. (4) (e) 1. or 2., issue an order on the basis of an order issued under
24the securities act of another state unless the other order was based on conduct for
25which sub. (4) would authorize the action had the conduct occurred in this state.
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1(3) Disciplinary penalties - registrants. If the administrator finds that the
2order is in the public interest and sub. (4) (a) to (f), (h), (i), (j), (L), (m), or (o) to (r)
3authorizes the action, an order under this chapter may censure, impose a bar, or
4impose a civil penalty in an amount not to exceed a maximum of $10,000 for a single
5violation or $100,000 for more than one violation, or in such amount as agreed to by
6the parties, on a registrant and, if the registrant is a broker-dealer or investment
7adviser, a partner, officer, director, person having a similar status or performing
8similar functions, or person directly or indirectly in control of the broker-dealer or
9investment adviser.
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10(4) Grounds for discipline. A person may be disciplined under subs. (1) to (3)
11if the person:
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(a) Has filed an application for registration in this state under this chapter or
13the predecessor act within the previous 10 years, which, as of the effective date of
14registration or as of any date after filing in the case of an order denying effectiveness,
15was incomplete in any material respect or contained a statement that, in light of the
16circumstances under which it was made, was false or misleading with respect to a
17material fact.
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(b) Willfully violated or willfully failed to comply with this chapter or the
19predecessor act or a rule adopted or order issued under this chapter or the
20predecessor act within the previous 10 years.
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(c) Has been convicted of a felony or within the previous 10 years has been
22convicted of a misdemeanor involving a security, a commodity future or option
23contract, or an aspect of a business involving securities, commodities, investments,
24franchises, insurance, banking, or finance.
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1(d) Is enjoined or restrained by a court of competent jurisdiction in an action
2instituted by the administrator under this chapter or the predecessor act, a state, the
3Securities and Exchange Commission, or the United States from engaging in or
4continuing an act, practice, or course of business involving an aspect of a business
5involving securities, commodities, investments, franchises, insurance, banking, or
6finance.
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(e) Is the subject of an order, issued after notice and opportunity for hearing,
8by any of the following:
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1. The securities or other financial services regulator of a state or the Securities
10and Exchange Commission or other federal agency denying, revoking, barring, or
11suspending registration as a broker-dealer, agent, investment adviser, federal
12covered investment adviser, or investment adviser representative.
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2. The securities regulator of a state or the Securities and Exchange
14Commission against a broker-dealer, agent, investment adviser, investment adviser
15representative, or federal covered investment adviser.
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3. The Securities and Exchange Commission or a self-regulatory organization
17suspending or expelling the registrant from membership in the self-regulatory
18organization.
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4. A court adjudicating a United States Postal Service fraud order.
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5. The insurance regulator of a state denying, suspending, or revoking
21registration as an insurance agent.
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6. A depository institution or financial services regulator suspending or barring
23the person from the depository institution or other financial services business.
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(f) Is the subject of an adjudication or determination, after notice and
25opportunity for hearing, by the Securities and Exchange Commission; the
1Commodity Futures Trading Commission; the Federal Trade Commission; a federal
2depository institution regulator, or a depository institution, insurance, or other
3financial services regulator of a state that the person willfully violated the Securities
4Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of
51940, the Investment Company Act of 1940, or the Commodity Exchange Act, the
6securities or commodities law of a state, or a federal or state law under which a
7business involving investments, franchises, insurance, banking, or finance is
8regulated.
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(g) Is insolvent, either because the person's liabilities exceed the person's assets
10or because the person cannot meet the person's obligations as they mature, but the
11administrator may not enter an order against an applicant or registrant under this
12paragraph without a finding of insolvency as to the applicant or registrant.
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(h) Refuses to allow or otherwise impedes the administrator from conducting
14an audit or inspection under s. 551.411 (4) or refuses access to a registrant's office to
15conduct an audit or inspection under s. 551.411 (4).
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(i) Has failed to reasonably supervise an agent, investment adviser
17representative, or other individual, if the agent, investment adviser representative,
18or other individual was subject to the person's supervision and committed a violation
19of this chapter or the predecessor act or a rule adopted or order issued under this
20chapter or the predecessor act within the previous 10 years.
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(j) Has not paid the proper filing fee within 30 days after having been notified
22by the administrator of a deficiency, but the administrator shall vacate an order
23under this paragraph when the deficiency is corrected.
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(k) After notice and opportunity for a hearing, has been found within the
25previous 10 years:
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11. By a court of competent jurisdiction to have willfully violated the laws of a
2foreign jurisdiction under which the business of securities, commodities, investment,
3franchises, insurance, banking, or finance is regulated.
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2. To have been the subject of an order of a securities regulator of a foreign
5jurisdiction denying, revoking, or suspending the right to engage in the business of
6securities as a broker-dealer, agent, investment adviser, investment adviser
7representative, or similar person.
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3. To have been suspended or expelled from membership by or participation in
9a securities exchange or securities association operating under the securities laws
10of a foreign jurisdiction.
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(L) Is the subject of a cease and desist order issued by the Securities and
12Exchange Commission or issued under the securities, commodities, investment,
13franchise, banking, finance, or insurance laws of a state.
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(m) Has engaged in dishonest or unethical practices in the securities,
15commodities, investment, franchise, banking, finance, or insurance business within
16the previous 10 years.
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(n) Is not qualified on the basis of factors such as training, experience, and
18knowledge of the securities business. However, in the case of an application by an
19agent for a broker-dealer that is a member of a self-regulatory organization or by
20an individual for registration as an investment adviser representative, a denial
21order may not be based on this paragraph if the individual has successfully
22completed all examinations required by sub. (5). The administrator may require an
23applicant for registration under s. 551.402 or 551.404 who has not been registered
24in a state within the 2 years preceding the filing of an application in this state to
25successfully complete an examination.
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1(o) Is the subject of an order of the administrator denying an application or
2suspending or revoking a registration as a broker-dealer, agent, or investment
3adviser.
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(p) Is selling or has sold, or is offering or has offered for sale, in the state
5securities through any unlicensed agent or for any broker-dealer or issuer with
6knowledge that the broker-dealer or issuer has not complied with this chapter.
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(q) Has made any material misrepresentation to or withheld or concealed any
8material fact from the administrator, or has refused to furnish information
9reasonably requested by the administrator.
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(r) Has not complied with the conditions or limitations of a registration issued
11under this chapter.
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12(4g) Additional grounds for denial of application. (a) The administrator
13shall deny an application for the issuance or renewal of a registration if any of the
14following applies:
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1. The applicant fails to provide any information required under s. 551.406 (6)
16(a) 1. or 2.
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2. The department of revenue certifies under s. 73.0301 that the applicant is
18liable for delinquent taxes. An applicant whose application for the issuance or
19renewal of a registration is denied under this subdivision for delinquent taxes is
20entitled to a notice under s. 73.0301 (2) (b) 1. b. and hearing under s. 73.0301 (5) (a),
21but is not entitled to any other notice, hearing, or review under this subchapter.
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3. The applicant is an individual who fails to comply, after appropriate notice,
23with a subpoena or warrant issued by the department of children and families or a
24county child support agency under s. 59.53 (5) and related to paternity or child
25support proceedings or who is delinquent in making court-ordered payments of child
1or family support, maintenance, birth expenses, medical expenses or other expenses
2related to the support of a child or former spouse, as provided in a memorandum of
3understanding entered under s. 49.857. An applicant whose application is denied
4under this subdivision for delinquent payments is entitled to a notice and hearing
5under s. 49.857 but is not entitled to any other notice or hearing under this
6subchapter.
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(b) Unless s. 551.406 (6) (b) applies to the registrant, the administrator shall
8restrict or suspend a registration under this subchapter if the registrant is an
9individual who fails to provide his or her social security number. The administrator
10shall restrict or suspend a registration under this subchapter if the registrant is an
11individual who fails to comply, after appropriate notice, with a subpoena or warrant
12issued by the department of children and families or a county child support agency
13under s. 59.53 (5) and related to paternity or child support proceedings or who is
14delinquent in making court-ordered payments of child or family support,
15maintenance, birth expenses, medical expenses or other expenses related to the
16support of a child or former spouse, as provided in a memorandum of understanding
17entered into under s. 49.857. A registrant whose registration is restricted or
18suspended under this paragraph is entitled to a notice and hearing under s. 49.857
19but is not entitled to any other notice or hearing under this subchapter.
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(c) The administrator shall revoke a registration if the department of revenue
21certifies under s. 73.0301 that the registrant is liable for delinquent taxes. A
22registrant whose registration is revoked under this paragraph for delinquent taxes
23is entitled to a notice under s. 73.0301 (2) (b) 1. b. and hearing under s. 73.0301 (5)
24(a) but is not entitled to any other notice, hearing, or review under this subchapter.
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1(4r) Enumeration of clauses not exclusive. The enumeration of the causes
2stated in sub. (4) shall not be exclusive and the administrator may deny an
3application or suspend or revoke any registrant or censure any registrant for any
4cause whether similar to or different from these causes when necessary or
5appropriate in public interest or for the protection of investors.
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6(5) Examinations. A rule adopted or order issued under this chapter may
7require that an examination, including an examination developed or approved by an
8organization of securities regulators, be successfully completed by a class of
9individuals or all individuals. An order issued under this chapter may waive, in
10whole or in part, an examination as to an individual and a rule adopted under this
11chapter may waive, in whole or in part, an examination as to a class of individuals
12if the administrator determines that the examination is not necessary or appropriate
13in the public interest and for the protection of investors.
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14(6) Summary process. The administrator may suspend or deny an application
15summarily; restrict, condition, limit, or suspend a registration; or censure, bar, or
16impose a civil penalty on a registrant before final determination of an administrative
17proceeding. Upon the issuance of an order, the administrator shall promptly notify
18each person subject to the order that the order has been issued, the reasons for the
19action, and that within 15 days after the receipt of a request in a record from the
20person the matter will be scheduled for a hearing. If a hearing is not requested and
21none is ordered by the administrator within 30 days after the date of service of the
22order, the order becomes final by operation of law. If a hearing is requested or
23ordered, the administrator, after notice of and opportunity for hearing to each person
24subject to the order, may modify or vacate the order or extend the order until final
25determination.
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1(7) Procedural requirements. An order issued may not be issued under this
2section, except under sub. (6), without all of the following:
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(a) Appropriate notice to the applicant or registrant.
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(b) Opportunity for hearing.
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(c) Findings of fact and conclusions of law in a record in accordance with ch. 227.
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6(8) Control person liability. A person that controls, directly or indirectly, a
7person not in compliance with this section may be disciplined by order of the
8administrator under subs. (1) to (3) to the same extent as the noncomplying person,
9unless the controlling person did not know, and in the exercise of reasonable care
10could not have known, of the existence of conduct that is a ground for discipline under
11this section.
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12(9) Limit on investigation or proceeding. The administrator may not institute
13a proceeding under sub. (1), (2), or (3) based solely on material facts actually known
14by the administrator unless an investigation or the proceeding is instituted within
15one year after the administrator actually acquires knowledge of the material facts.
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subchapter V
17
FRAUD AND LIABILITIES
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18551.501 General fraud. It is unlawful for a person, in connection with the
19offer, sale, or purchase of a security, directly or indirectly, to do any of the following:
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20(1) To employ a device, scheme, or artifice to defraud.
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21(2) To make an untrue statement of a material fact or to omit to state a material
22fact necessary in order to make the statements made, in light of the circumstances
23under which they were made, not misleading.
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24(3) To engage in an act, practice, or course of business that operates or would
25operate as a fraud or deceit upon another person.
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1551.502 Prohibited conduct in providing investment advice. (1) Fraud
2in providing investment advice. It is unlawful for a person that advises others for
3compensation, either directly or indirectly or through publications or writings, as to
4the value of securities or the advisability of investing in, purchasing, or selling
5securities or that, for compensation and as part of a regular business, issues or
6promulgates analyses or reports relating to securities, to do any of the following:
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(a) To employ a device, scheme, or artifice to defraud another person.
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(b) To engage in an act, practice, or course of business that operates or would
9operate as a fraud or deceit upon another person.
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10(2) Rules defining fraud. A rule adopted under this chapter may define an act,
11practice, or course of business of an investment adviser or an investment adviser
12representative, other than a supervised person, as defined in section 202 (a) (25) of
13the Investment Advisers Act of 1940 (
15 USC 80b-2 (a) (25)), of a federal covered
14investment adviser, as fraudulent, deceptive, or manipulative, and prescribe means
15reasonably designed to prevent investment advisers and investment adviser
16representatives, other than supervised persons, as defined in section 202 (a) (25) of
17the Investment Advisers Act of 1940 (
15 USC 80b-2 (a) (25)), of a federal covered
18investment adviser, from engaging in acts, practices, and courses of business defined
19as fraudulent, deceptive, or manipulative.
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20(3) Rules specifying contents of advisory contract. A rule adopted under
21this chapter may specify the contents of an investment advisory contract entered
22into, extended, or renewed by an investment adviser.
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23551.503 Evidentiary burden. (1) Civil. In a civil action or administrative
24proceeding under this chapter, a person claiming an exemption, exception,
25preemption, or exclusion has the burden to prove the applicability of the claim.
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1(2) Criminal. In a criminal proceeding under this chapter, a person claiming
2an exemption, exception, preemption, or exclusion has the burden of going forward
3with evidence of the claim.
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4551.504 Filing of sales and advertising literature. (1) Filing
5requirement. Except as otherwise provided in sub. (2), a rule adopted or order issued
6under this chapter may require the filing of a prospectus, pamphlet, circular, form
7letter, advertisement, sales literature, or other advertising record relating to a
8security or investment advice, addressed or intended for distribution to prospective
9investors, including clients or prospective clients of a person registered or required
10to be registered as an investment adviser under this chapter.
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11(2) Excluded communications. This section does not apply to sales and
12advertising literature specified in sub. (1) which relates to a federal covered security,
13a federal covered investment adviser, or a security or transaction exempted by s.
14551.201, 551.202, or 551.203 except as required pursuant to s. 551.201 (7).
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15551.505 Misleading filings. It is unlawful for a person to make or cause to
16be made, in a record that is used in an action or proceeding or filed under this chapter,
17a statement that, at the time and in the light of the circumstances under which it is
18made, is false or misleading in a material respect, or, in connection with the
19statement, to omit to state a material fact necessary to make the statement made,
20in the light of the circumstances under which it was made, not false or misleading.
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21551.506 Misrepresentations concerning registration or exemption. 22The filing of an application for registration, a registration statement, a notice filing
23under this chapter, the registration of a person, the notice filing by a person, or the
24registration of a security under this chapter does not constitute a finding by the
25administrator that a record filed under this chapter is true, complete, and not
1misleading. The filing or registration or the availability of an exemption, exception,
2preemption, or exclusion for a security or a transaction does not mean that the
3administrator has passed upon the merits or qualifications of, or recommended or
4given approval to, a person, security, or transaction. It is unlawful to make, or cause
5to be made, to a purchaser, customer, client, or prospective customer or client a
6representation inconsistent with this section.
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7551.507 Qualified immunity. A broker-dealer, agent, investment adviser,
8federal covered investment adviser, or investment adviser representative is not
9liable to another broker-dealer, agent, investment adviser, federal covered
10investment adviser, or investment adviser representative for defamation relating to
11a statement that is contained in a record required by the administrator, or designee
12of the administrator, the Securities and Exchange Commission, or a self-regulatory
13organization, unless the person knew, or should have known at the time that the
14statement was made, that it was false in a material respect or the person acted in
15reckless disregard of the statement's truth or falsity.
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16551.508 Criminal penalties. (1) Criminal penalties. A person that willfully
17violates this chapter, or a rule adopted or order issued under this chapter, except s.
18551.504 or the notice filing requirements of s. 551.302 or 551.405, or that willfully
19violates s. 551.505 knowing the statement made to be false or misleading in a
20material respect, upon conviction, shall be guilty of a Class H felony. An individual
21convicted of violating a rule or order under this chapter may be fined, but may not
22be imprisoned, if the individual did not have knowledge of the rule or order. Each
23of the acts specified shall constitute a separate offense and a prosecution or
24conviction for any one of such offenses shall not bar prosecution or conviction for any
25other offense.
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1(2) Criminal reference not required. The attorney general or the district
2attorney of the appropriate county, with or without a reference from the
3administrator, may institute criminal proceedings under this chapter.
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4(3) No limitation on other criminal enforcement. This chapter does not limit
5the power of this state to punish a person for conduct that constitutes a crime under
6other laws of this state.
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7551.509 Civil liability. (1) Securities Litigation Uniform Standards Act. 8Enforcement of civil liability under this section is subject to the Securities Litigation
9Uniform Standards Act of 1998.
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10(2) Liability of seller to purchaser. A person is liable to the purchaser if the
11person sells a security in violation of s. 551.301 or 551.501 and, as to s. 551.501 (2),
12the purchaser did not know the untruth or omission and the seller cannot sustain the
13burden of proof that the seller did not know and, in the exercise of reasonable care,
14could not have known of the untruth or omission. An action under this subsection
15is governed by the following:
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(a) The purchaser may maintain an action to recover the consideration paid for
17the security, less the amount of any income received on the security, and interest at
18the legal rate under s. 138.04 from the date of the purchase, costs, and reasonable
19attorney fees determined by the court, upon the tender of the security, or for actual
20damages as provided in par. (c).
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(b) The tender referred to in par. (a) may be made any time before entry of
22judgment. Tender requires only notice in a record of ownership of the security and
23willingness to exchange the security for the amount specified. A purchaser that no
24longer owns the security may recover actual damages as provided in par. (c).
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1(c) Actual damages in an action arising under this subsection are the amount
2that would be recoverable upon a tender less the value of the security when the
3purchaser disposed of it, and interest at the legal rate under s. 138.04 from the date
4of the purchase, costs, and reasonable attorney fees determined by the court.
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5(3) Liability of purchaser to seller. A person is liable to the seller if the
6person buys a security in violation of s. 551.501 and, as to s. 551.501 (2), the seller
7did not know the untruth or omission and the purchaser cannot sustain the burden
8of proof that the purchaser did not know and, in the exercise of reasonable care, could
9not have known of the untruth or omission. An action under this subsection is
10governed by the following:
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(a) The seller may maintain an action to recover the security, and any income
12received on the security, costs, and reasonable attorney fees determined by the court,
13upon the tender of the purchase price, or for actual damages as provided in par. (c).
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(b) The tender referred to in par. (a) may be made any time before entry of
15judgment. Tender requires only notice in a record of the present ability to pay the
16amount tendered and willingness to take delivery of the security for the amount
17specified. If the purchaser no longer owns the security, the seller may recover actual
18damages as provided in par. (c).