An Act relating to securities; amending K.S.A. 17-1252, 17-1253, 17-1259, 17-1261 and 17-1262 and repealing the existing sections; also repealing K.S.A. 17-1254a, 17-1254b and 17-1254c.

Be it enacted by the Legislature of the State of Kansas:

Section 1. K.S.A. 17-1252 is hereby amended to read as follows: 17- 1252. When used in this act, unless the context otherwise requires:

(a) ``Commissioner'' means the securities commissioner of Kansas, appointed as provided in K.S.A. 17-1270, and amendments thereto.

(b) ``Agent'' means any individual other than a broker-dealer who represents a broker-dealer or issuer in effecting or attempting to effect sales of securities. ``Agent'' does not include an individual who represents an issuer only in transactions in securities exempted by subsections (a), (b), (c), (f), (i), (j), (l) or (p) of K.S.A. 17-1261, and amendments thereto. A partner, officer or director of a broker-dealer or issuer, or a person occupying a similar status or performing similar functions, is an agent only if such person otherwise comes within this definition.

(c) ``Broker-dealer'' means any person engaged in the business of pur- chasing, offering for sale or selling securities for the account of others or for such person's own account; but the term does not include an agent, issuer, bank, savings institution, insurance company, or a person who ef- fects transactions in this state exclusively with the issuer of the securities involved in the transactions or with any person to whom a sale is exempt under subsection (f) of K.S.A. 17-1262, and amendments thereto.

(d) ``Guaranteed'' means guaranteed as to payment of principal, in- terest or dividends.

(e) ``Issuer'' means any person who issues or proposes to issue any security, except that with respect to certificates of deposit, voting-trust certificates or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors (or persons performing similar functions) or of the fixed, restricted management or unit type; the term ``issuer'' also means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued. The issuer of a certificate of interest in an oil and gas royalty, lease or mineral deed is the owner of the interest in the oil and gas royalty, lease or mineral deed who creates the certificate of interest for purpose of sale.

(f) ``Nonissuer'' means not directly or indirectly for the benefit of the issuer.

(g) ``Person'' means an individual, a corporation, a partnership, an association, a joint-stock company, a trust where the interests of the ben- eficiaries are evidenced by a security, an unincorporated organization, a government or a political subdivision of a government.

(h) (1) ``Sale'' or ``sell'' includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value.

(2) ``Offer'' or ``offer to sell'' includes every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value.

(3) Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value.

(4) Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, and every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, is consid- ered to include an offer of the other security.

(5) A purported gift of assessable stock is considered to involve an offer and sale of such stock.

(i) ``Securities act of 1933,'' ``securities exchange act of 1934,'' ``public utility holding company act of 1935,'' and ``investment company act of 1940'' mean the federal statutes of those names.

(j) ``Security'' means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement; collateral-trust certificate; preorganization cer- tificate or subscription; transferable share; investment contract; voting- trust certificates; thrift certificates or investment certificates, or thrift notes issued by investment companies; certificate of deposit for a security; certificate of interest in oil and gas royalties, leases or mineral deeds; or, in general, any interest or instrument commonly known as a ``security,'' or any certificate of interest or participation in, temporary or interim certificate for, guarantee of, or warrant or right to subscribe to or pur- chase, any of the foregoing. ``Security'' does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum or periodically for life or some other specified period.

(k) ``State'' means any state, territory, or possession of the United States, as well as the District of Columbia and Puerto Rico.

(l) ``Investment adviser'' means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisa- bility of investing in, purchasing, or selling securities, or who, for com- pensation and as a part of a regular business, issues or promulgates anal- yses or reports concerning securities. The term does not include:

(1) A bank, savings and loan association, credit union, or trust com- pany;

(2) a lawyer, accountant, engineer, management consultant or teacher whose performance of these services is solely incidental to the practice of the individual's profession;

(3) a broker-dealer whose performance of these services is solely in- cidental to the conduct of business as a broker-dealer and who receives no special compensation for them;

(4) a publisher of any bona fide newspaper, news magazine, or busi- ness or financial publication of general, regular, and paid circulation;

(5) a person who has no place of business in this state if (A) such person's only clients in this state are other investment advisers, broker- dealers, banks, savings and loan associations, credit unions, trust com- panies, insurance companies, investment companies as defined in the investment company act of 1940, pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees, or (B) during any period of 12 consecutive months such person does not direct business communications into this state in any manner to more than five clients other than those specified in subsection (l)(5)(A), whether or not such person or any of the persons to whom the communications are directed is then present in this state; or

(6) such other persons not within the intent of this definition as the commissioner designates by order or by rules and regulations.

Sec. 2. K.S.A. 17-1253 is hereby amended to read as follows: 17- 1253. (a) It is unlawful for any person, in connection with the offer, sale or purchase of any security, directly or indirectly, to:

(1) Employ any device, scheme or artifice to defraud;

(2) make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or

(3) engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person.

(b) It is unlawful for any person who receives any consideration from another person primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of anal- yses or reports or otherwise, to:

(1) Employ any device, scheme or artifice to defraud the other per- son; or

(2) engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon the other person.

(c) It is unlawful for any investment adviser to enter into, extend, or renew any investment advisory contract unless the investment adviser provides in writing if the contract:

(1) That the investment adviser shall not be compensated Provides for compensation to the investment adviser on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the client;

(2) fails to provide in writing that no assignment of the contract may be made by the investment adviser without the consent of the other party to the contract; and or

(3) fails to provide in writing that the investment adviser, if a part- nership, shall notify the other party to the contract of any change in the membership of the partnership within a reasonable time after the change.

Subsection (c)(1) shall not prohibit an investment advisory contract which provides for compensation based upon the total value of a fund averaged over a definite period, or as of definite dates or taken as of a definite date, or in any other manner authorized by rules and regulations adopted by the commissioner for the purposes of furthering compatibility with federal regulations authorizing fees based upon a share of the capital gains upon or capital appreciation of client assets. ``Assignment,'' as used in this subsection, includes any direct or indirect transfer or hypotheca- tion of an investment advisory contract by the assignor or of a controlling block of the assignor's outstanding voting securities by a security holder of the assignor; but, if the investment adviser is a partnership, no assign- ment of an investment advisory contract is considered to result from the death or withdrawal of a minority of the members of the investment adviser having only a minority interest in the business of the investment adviser, or from the admission to the investment adviser of one or more members who, after admission, will be only a minority of the members and will have only a minority interest in the business.

(d) It is unlawful for any investment adviser to take or have custody of any securities or funds of any client if:

(1) The commissioner by rules and regulations prohibits custody; or

(2) in the absence of such rules and regulations, the investment ad- viser fails to notify the commissioner that such adviser has or may have custody.

(e) A conviction for an intentional violation of this section is a severity level 6, nonperson felony. Any violation of this section committed on or after July 1, 1993, resulting in a loss of $25,000 or more, regardless of its location on the sentencing grid block, shall have a presumptive sentence of imprisonment.

Sec. 3. K.S.A. 17-1259 is hereby amended to read as follows: 17- 1259. (a) When securities are registered by notification or by coordination or by qualification, they may be offered and sold by a registered agent of the insurer or by any registered broker-dealer. Every registration shall remain effective for one year after its effective date unless the commis- sioner by rule or order extends the period of effectiveness or until ter- minated upon request of the registrant with the consent of the commis- sioner. No registration is effective while a stop order is in effect under K.S.A. 17-1260, and amendments thereto. So long as a registration re- mains effective, all outstanding securities of the same class shall be con- sidered to be registered for the purpose of any nonissuer distribution. Any registration statement may be amended after its effective date so as to increase the securities specified therein as proposed to be offered. The commissioner may permit the omission of any document or item of in- formation from any registration statement. Upon completion of a regis- tered offering a registrant shall file a final report of sales.

(b) (1) Every person filing a registration statement shall pay a fee of .05% of the maximum aggregate offering price at which the securities are to be offered in this state, but not less than $100 or more than $2,500 for each year of effectiveness. The commissioner shall establish registration fees by rules and regulations. The commissioner may by rule and regu- lation set the maximum amount of securities that may be registered at any one time by a face-amount certificate company or an open-end man- agement company or unit investment trust, as those terms are defined in the investment company act of 1940. If a registration statement is vol- untarily withdrawn prior to being examined by the staff of the commis- sioner, the commissioner may refund 50% of the fee so paid.

(2) Every person filing an application to amend or extend an effective registration statement shall pay a fee of $100 The commissioner may by rules and regulations set a fee not to exceed $100 for filing to amend an effective registration statement. If an application to amend increases the maximum aggregate offering price of securities to be offered in this state, an additional fee shall be paid based upon the increase in such price calculated in accordance with the rate and annual minimum and maxi- mum fees specified in paragraph (1) of this section.

(3) The commissioner may by rule and regulation set a fee not to exceed $2,500 for an application or filing made in connection with any exemption from securities registration.

(c) The commissioner at the time of the granting of the authorization to sell securities as herein provided, may determine and fix the maximum amount that may be paid as or in the way of commission, advertising expense and all other expenses from the sale of such securities.

(d) Before any authorization to sell securities shall be issued by the commissioner as herein provided, all stock or securities of any kind issued, or to be issued, for consideration less than the public offering price or for consideration other than cash may be required to be deposited in escrow according to such conditions as the commissioner shall provide by rule and regulation.

(e) The commissioner shall keep a register showing the issuer, date of registration, amount in number of dollars, of the securities registered.

(f) Neither the commissioner nor any employee of the securities de- partment shall be interested as an officer, director, or stockholder in se- curing any authorization to sell securities under the provisions of this act.

(g) Upon termination of a registration the filing of a final report as required by subsection (a) shall satisfy the filing requirements of subsec- tion (m)(3) of K.S.A. 17-1261, and amendments thereto.

Sec. 4. K.S.A. 17-1261 is hereby amended to read as follows: 17- 1261. K.S.A. 17-1255 through 17-1260, and amendments thereto, shall not apply to any of the following securities:

(a) Any security issued or guaranteed by the United States or by any state, territory or insular possession thereof, or by any political subdivision of any such state, territory or insular possession, or by the District of Columbia, or by any public agency or instrumentality of one or more of any of the foregoing.

(b) Any security issued or guaranteed by Canada, any Canadian prov- ince, any political subdivision of any such province, any agency or cor- porate or other instrumentality of one or more of the foregoing or any other foreign government or governmental combination or entity with which the United States maintains diplomatic relations, if the security is recognized as a valid obligation by the issuer, insurer or guarantor.

(c) Any security issued by and representing an interest in or a debt of, or guaranteed by, any bank organized under the laws of the United States, or any bank, savings institution, credit union or trust company organized and supervised under the laws of this state except that the issuer of such security is subject to the supervision of the banking de- partment, savings and loan department or credit union administrator of this state.

(d) Any security issued by and representing an interest in or a debt of, or guaranteed by, any federal savings and loan association, or any savings and loan association organized under the laws of this state and authorized to do business in this state.

(e) Any security issued by and representing an interest in or a debt of, or guaranteed by, any insurance company organized under the laws of any state and authorized to do business in this state when such secu- rities are sold by the issuer.

(f) Any security issued or guaranteed by any railroad, or public utility which is:

(1) Subject to the jurisdiction of the interstate commerce commis- sion;

(2) a registered holding company under the public utility holding company act of 1935 or a subsidiary of such a company within the mean- ing of that act; or

(3) regulated by a governmental authority of the United States or any state in respect to the issuance or guarantee of the security.

(g) Any security as to which the commissioner by rule and regulation finds that registration is not necessary or appropriate for the protection of investors.

(h) Any security issued by any person organized and operated not for private profit but exclusively for religious, educational, benevolent, char- itable, fraternal, social, athletic, fire protection, fire fighting or reforma- tory purposes, or as a chamber of commerce or trade or professional association if no part of the net earnings of such person inures to the benefit of any private stockholder. Before any such security shall be is- sued, such person shall first file with the commissioner an application for exemption, which application will contain such information and docu- ments, including sales material, as the commissioner shall by rules and regulations prescribe and if the securities to be issued exceed the total amount of $25,000 the application shall contain a copy of the security to be issued, along with an opinion of an attorney at law, who is admitted to practice in Kansas, to the effect that: (1) Such security is secured by a trust indenture pledging moneys or properties to secure such security, and such securities constitute a lien on the property; (2) the instruments guaranteeing such pledge or trust indenture are the lawful obligations of the issuing person; (3) such security is, in fact, an exempt security under this section. The commissioner shall issue a certificate of exemption to the applicant within 30 days after the filing of the application with the commissioner unless the commissioner, after reasonable notice to the applicant and a hearing on the application, finds that the sale of the se- curities covered in the application would violate any provision of this act or the act of which this act is amendatory and enters an order denying a certificate of exemption. The commissioner may in the commissioner's discretion exempt any person from the licensing provisions of the Kansas securities act as regards broker-dealers and agents, if the commissioner finds that any such person is a stockholder or member of such nonprofit organization or corporation and is offering such securities only to stock- holders or members of the nonprofit organization or corporation, or in the case of religious nonprofit organization or corporation to members of the same denomination or religious faith domiciled within the state of Kansas, and such person will receive no compensation therefor. Every person filing an application for exemption of such securities shall pay a filing fee of $50 and provided that the issuer has filed with the commis- sioner at least 10 days prior to any sale a notice setting forth the material terms of the proposed sale, copies of any sales and advertising literature to be used, and such other information required by the commissioner, and the commissioner does not by order disallow the exemption within 10 days after filing.

(i) Any commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transac- tions, and which evidences an obligation to pay cash within nine months of the date of issuance, exclusive of days of grace, or any renewal of such paper which is likewise limited, or any guarantee of such paper or of any such renewal.

(j) Any securities issued in connection with an employee's stock pur- chase, savings, pension, profit-sharing or similar benefit plan, or a self- employed person's retirement plan.

(k) Any security evidencing membership in, or issued as a patronage dividend by, a cooperative association organized under the laws of this state exclusively for the purpose of conducting an agricultural, dairy, live- stock or produce business, or selling, processing, storing, marketing or otherwise handling any agricultural, dairy, livestock or produce, and any activities incidental to these purposes.

(l) Any security issued by and representing an interest in or debt of, or evidencing membership in, or issued as a patronage dividend to resi- dents or landowners of not to exceed five contiguous counties in Kansas by a cooperative association organized under the laws of this state exclu- sively for the purpose of conducting an agricultural, dairy, livestock or produce business, or selling, processing, storing, marketing, retailing, or otherwise handling any agricultural, dairy, livestock or produce, or farm supplies, and any activities incidental to these purposes.

(m) Securities constituting part of an issue, which, in whole or in part has been lawfully sold and distributed to the public in this or any other state, when offered for resale in good faith and not directly or indirectly for the benefit of the issuer or for the direct or indirect purpose of pro- moting any scheme or enterprise having the effect of violating or evading any provisions of this act, except that this exemption shall not apply (1) where the authority to sell such securities has been prohibited or denied under the provisions of this act, or (2) where the sale of such securities in this state has been enjoined as provided in this act or (3) until there shall have been filed with the securities commissioner of Kansas by any registered broker-dealer a prospectus in such form as may be prescribed by the commissioner containing: (A) Latest available financial statement of the issuer; (B) management personnel; and (C) such other available information as the commissioner may require. The filing of the prospectus and its approval by the commissioner shall constitute the exemption herein provided. Any prospectus may be disapproved at any time, if after a reasonable notice and a hearing, the commissioner shall find that the further exemption of the securities would be fraudulent or tend to work imposition or fraud upon the purchaser thereof.

(n) Any annuity, gift annuity, charitable remainder unitrust, charita- ble remainder annuity trust, endowment contract, life income contract, or investment contract issued by the governing body of any four-year liberal arts college situated in the state of Kansas, and the provisions of K.S.A. 17-1254, and amendments thereto, shall not apply to any person in the issuance of such securities governed by this subsection.

(o) Any annuity, gift annuity, charitable remainder unitrust, charita- ble remainder annuity trust, endowment contract, life income contract or investment contract issued by the governing body of any nonprofit cor- poration or foundation organized under the laws of this state, for religious, charitable or educational purposes, or for the treatment and rehabilitation of children and adolescents, and which corporation or foundation is li- censed by the secretary of social and rehabilitation services or secretary of health and environment, if such corporation or foundation has been in existence for more than five years and has fund balances in its endowment fund and unrestricted funds totaling together $1,000,000 or more, and the provisions of K.S.A. 17-1254, and amendments thereto, shall not apply to any person in the issuance of securities governed by this subsection.

(p) Any security issued by a bank holding company wholly or partially in exchange for the capital stock of a bank that is, or will become upon consummation of such exchange, a subsidiary of such bank holding com- pany; or any security issued by a savings and loan holding company wholly or partially in exchange for the capital stock of an insured institution that is, or will become upon consummation of such exchange, a subsidiary of such savings and loan holding company. As used in this subsection, ``bank,'' ``bank holding company'' and ``subsidiary'' shall have the same meanings as are set forth in the federal bank holding company act of 1956, as amended and ``savings and loan holding company'' and ``insured institution'' shall have the same meanings as are set forth in section 408 of the national housing act, as amended.

Sec. 5. K.S.A. 17-1262 is hereby amended to read as follows: 17- 1262. Except as expressly provided in this section, K.S.A. 17-1254, 17- 1255, 17-1256, 17-1257, 17-1258, 17-1259 and 17-1260, and amendments thereto, shall not apply to any of the following transactions:

(a) Any isolated transaction, whether effected through a broker- dealer or not.

(b) Any nonissuer distribution by or through a registered broker- dealer of outstanding securities at a price reasonably related to the current market price of such securities, if Moody's manual, Standard & Poor's manual, or any recognized securities manual approved by the commis- sioner, contains the names of the issuer's officers and directors, a balance sheet of the issuer as of a date within 18 months, and a profit and loss statement for either the fiscal year preceding that date or the most recent year of operations. If the commissioner finds that the sale of certain se- curities in this state under this exemption would work or tend to work a fraud on purchasers thereof, the commissioner may revoke the exemption provided by this subsection with respect to such securities by issuing an order to that effect and sending copies of such order to all registered broker-dealers.

(c) Any nonissuer transaction by a registered broker-dealer pursuant to an unsolicited order or offer to buy. The commissioner may require, by rules and regulations, that: (1) The customer acknowledge upon a specified form that the sale was unsolicited; and (2) a signed copy of each such form be preserved by the broker-dealer for a specified period.

(d) Any transactions in a bond or other evidence of indebtedness secured by a real or chattel mortgage or deed of trust, or by an agreement for the sale of real estate or chattels, if the entire mortgage, deed of trust or agreement, together with all the bonds or other evidences of indebt- edness secured thereby, is offered and sold as a unit.

(e) Any transaction by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian or conservator; any transaction executed by a bona fide pledgee without any purpose of evading this act or any transaction incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding se- curities, claims or property interests.

(f) Any offer or sale to a bank, savings institution, trust company, insurance company, investment company as defined in the investment company act of 1940, pension or profit-sharing trust or other financial institution or institutional buyer or to a broker-dealer or underwriter.

(g) Any offer or sale of a preorganization certificate or subscription if: (1) No commission or other remuneration is paid or given directly or indirectly for soliciting any prospective subscriber and no advertising has been published in connection with any such sale; (2) no payment is made by any subscriber; and (3) such certificate or subscription is expressly voidable by the subscriber until such subscriber has been notified of final acceptance or completion of the organization and until the securities sub- scribed for have been registered. The commissioner may require, by rules and regulations or by order, reports of sales under this exemption.

(h) Any transaction pursuant to an offer to existing security holders of the issuer, including persons who at the time of the transaction are holders of convertible securities, nontransferable warrants or transferable warrants exercisable within 90 days of their issuance, if: (1) No commis- sion or other remuneration (other than a standby commission) is paid or given directly or indirectly for soliciting any security holder in this state; or (2) the issuer first files a notice specifying the terms of the offer and the commissioner does not by order disallow the exemption within the next five full business days.

(i) Any offer (but not a sale) of a security if: (1) Registration state- ments for such security have been filed under both this act and the se- curities act of 1933 if no stop order or refusal order is in effect and no public proceeding or examination looking toward such an order is pending under either act; or (2) a registration statement for such security has been filed under K.S.A. 17-1256 or 17-1258, and amendments thereto, no stop order or emergency order issued pursuant to K.S.A. 17-1260, and amend- ments thereto, is in effect and the offer is made on behalf of the issuer by a registered broker-dealer.

(j) The issuance of any stock dividend, whether the corporation dis- tributing the dividend is the issuer of the stock or not, if nothing of value is given by stockholders for the distribution other than the surrender of a right to a cash dividend where the stockholder can elect to take a div- idend in cash or stock.

(k) Any act incident to a class vote by stockholders, pursuant to the articles of incorporation, bylaws or applicable statute, on a merger, con- solidation, reclassification of securities or sale of corporate assets in con- sideration of the issuance of securities of another corporation or any act incident to a plan of reorganization, approved by a majority of the stock- holders of every corporation involved in such reorganization, in which a security is issued in exchange for one or more outstanding securities, claims or property interests, or partly in such exchange and partly for cash. The issuer of such securities must first file a notice specifying the term of the offer and such other information as the commissioner re- quires, and the commissioner by order may disallow this exemption within 30 days A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets or other re- organizations to which the issuer, or its parent or subsidiary, and the other person, or its parent or subsidiary, are parties, if:

(1) The securities to be distributed are registered under the securities act of 1933 before the consummation of the transaction; or

(2) the securities to be distributed are not required to be registered under the securities act of 1933, written notice of the transaction and a copy of the materials, if any, by which approval of the transaction will be solicited is given to the commissioner at least 10 days before the consum- mation of the transaction and the commissioner does not disallow, by order, the exemption within the next 10 days.

(l) The offer or sale of securities by an issuer that is a corporation, limited partnership or limited liability company formed under the laws of the state of Kansas, if: (1) The aggregate number of sales by the issuer in the twelve-month period ending on the date of the sale does not exceed 20 sales, except that until July 1, 1993, aggregate number of sales by a limited liability company shall not exceed 35; (2) the seller believes that the purchaser is purchasing for investment; (3) no commission nor other remuneration is paid or given, directly or indirectly, for soliciting the purchaser; and (4) neither the issuer nor any person acting on its behalf shall offer or sell the securities by any form of general solicitation or general advertising, including, but not limited to, the following: (A) Any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

In calculating the number of sales in a twelve-month period, sales made in violation of K.S.A. 17-1255, and amendments thereto, and sales exempt from registration under subsection (a) or (l) shall be taken into account. For purposes of the exemption in this subsection, a husband and wife shall be considered as one purchaser. A corporation, partnership, asso- ciation, joint-stock company, trust or other unincorporated organization shall be considered as one purchaser unless it was organized for the pur- pose of acquiring the purchased securities. In such case each beneficial owner of equity interest or equity securities in the entity shall be consid- ered a separate purchaser. The commissioner may withdraw this exemp- tion or impose conditions upon its use.

(m) Any transaction pursuant to rules and regulations adopted by the commissioner for limited offerings which was adopted for the purpose of furthering the objectives of compatibility with federal exemptions and uniformity among the states.

(n) Any transaction pursuant to rules and regulations adopted by the commissioner concerning the offer or sale of an oil, gas or mining lease, fee or title if the commissioner finds that registration is not necessary or appropriate for the protection of investors.

(o) Any offer or sale by an investment company, as defined by K.S.A. 16-630, and amendments thereto, of its investment certificates.

(p) The offer or sale of a security, issued by Kansas Venture Capital, Inc., or its successors.

Sec. 6. K.S.A. 17-1252, 17-1253, 17-1254a, 17-1254b, 17-1254c, 17- 1259, 17-1261 and 17-1262 are hereby repealed.

Sec. 7. This act shall take effect and be in force from and after its publication in the statute book.

Approved March 27, 1996.