Current through Register Vol. 43, No. 12, March 20, 2024
(a) If one of the NASAA guidelines or
statements of policy adopted in subsection (b) applies to a securities
offering, the registration statement shall meet the requirements of the
applicable NASAA guideline or statement of policy.
(b) The following NASAA guidelines and
statements of policy are hereby adopted by reference, except as modified in
paragraph (b)(13):
(1) "Registration of
asset-backed securities," as amended on May 6, 2012;
(2) "registration of publicly offered
cattle-feeding programs," as adopted on September 17, 1980;
(3) "statement of policy regarding church
bonds" and the related "cross reference sheet," as adopted on April 14, 2002;
(4) "statement of policy regarding
church extension fund securities," as amended on April 18, 2004;
(5) "registration of commodity pool
programs," as amended on May 6, 2012;
(6) "statement of policy regarding debt
securities," as adopted on April 25, 1993;
(7) "equipment programs," as amended on May
6, 2012;
(8) "NASAA mortgage
program guidelines," as amended on May 7, 2007;
(9) "registration of oil and gas programs,"
as amended on May 6, 2012;
(10)
"omnibus guidelines," as amended on May 7, 2007;
(11) "statement of policy regarding real
estate investment trusts," as revised and adopted on May 7, 2007;
(12) "statement of policy regarding real
estate programs," as revised on May 7, 2007; and
(13) "guidelines regarding viatical
investments," including appendix A, as in effect on January 1, 2006, which
shall be modified as follows:
(A) In section
I.B.14.a of the guidelines, the phrase "[reference to state statute or most
recent version of the National Association of Insurance Commissioners ("NAIC")
Model Viatical Settlement Act]" shall be replaced with "K.S.A. 40-5002(o), and
amendments thereto";
(B) in
section I.B.16, the phrase "[broker dealer]" shall be replaced with
"broker-dealer," the term "[agent]" shall be replaced with "agent," and the
phrase "[reference to statutory definition of issuer]" shall be replaced with
"K.S.A. 17-12a102(17), and amendments thereto";
(C) in section I.B.17, the phrase "[reference
to state statute or most recent version of the NAIC Model Viat-ical Settlement
Act]" shall be replaced with "K.S.A. 40-5002(n), and amendments
thereto";
(D) in section III.B, the
brackets shall be removed, and the bracketed amounts shall remain in
effect;
(E) in section VI.14, the
phrase "[NAIC Model Viatical Settlement Act or similar viatical regulatory act
of the particular state]" shall be replaced with "viatical settlement act of
2002, K.S.A. 40-5002 et seq., and amendments thereto"; and
(F) in the last sentence of section VI, the
phrase "[statutory reference]" shall be replaced with "K.S.A. 17-12a411(d), and
amendments thereto."
(c) The omnibus guidelines adopted in
paragraph (b) (10) shall be applied to limited partnership programs or other
entities for which more specific guidelines or statements of policy have not
been adopted by NASAA, unless the administrator waives or modifies the
requirements of the omnibus guidelines or applies other NASAA guidelines or
statements of policy for good cause shown.
(d) In addition to the income and net worth
standards and other suitability requirements contained within the NASAA
guidelines and statements of policy adopted under subsection (b), the
administrator may require that the registration statement include a statement
that recommends or requires each purchaser to limit the purchaser's aggregate
investment in the securities of the issuer and other similar investments to not
more than 10 percent of the purchaser's liquid net worth. For purposes of this
subsection, liquid net worth shall be defined as that portion of the
purchaser's total net worth that is comprised of cash, cash equivalents, and
readily marketable securities, as determined in conformity with GAAP.
(e) Each registration statement subject to a
guideline or statement of policy adopted under subsection (b) shall meet the
requirements for financial statements under K.A.R. 81-7-3, unless the
administrator waives or modifies the requirements for good cause shown under
any of the following circumstances:
(1) The
registration statement contains financial statements that meet the specific
requirements of another guideline or statement of policy adopted under
subsection (b) or another regulation, and the administrator determines that the
financial statements are sufficient for the particular type of securities
registration.
(2) The registration
statement was filed for registration by coordination under K.S.A. 17-12a303,
and amendments thereto, and contains financial statements that meet the SEC
requirements.
(3) The registration
statement was submitted for coordinated review under K.S.A. 17-12a608(c)(7) and
amendments thereto, and the administrator determines that a waiver or
modification would promote uniformity with other states.
(f) Each application for registration subject
to a guideline or statement of policy adopted under subsection (b) shall
include a cross-reference table to indicate compliance with the various
sections of the applicable guideline or statement of policy.
(g) Whenever terms within the context of
NASAA guidelines or statements of policy adopted by reference in this
regulation are in conflict with definitions under the act and these
regulations, the definitions in the NASAA guidelines or statements of policy
shall apply.
