The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001537090
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

Insurance Company Separate Account
Name of Issuer
HNW PPVUL Series Account - 1
Jurisdiction of Incorporation/Organization
ILLINOIS
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
HNW PPVUL Series Account - 1
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SCHAUMBURG ILLINOIS 60196 877-301-5376

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
   None
Entity Type
0000351754
KEMPER INVESTORS LIFE INSURANCE CO
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Zurich American Life Insurance Co
Jurisdiction of Incorporation/Organization
ILLINOIS
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Zurich American Life Insurance Co
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SCHAUMBURG ILLINOIS 60196 877-301-5376

3. Related Persons

Last Name First Name Middle Name
Zurich American Life Insurance Company n/a
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Zurich American Life Insurance Company is responsible for organizing the business of HNW PPVUL Series Account - 1
Last Name First Name Middle Name
Fike David
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director, President, Chairman and Chief Executive Officer of Zurich American Life Insurance Company
Last Name First Name Middle Name
Broek Debra
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Zurich American Life Insurance Company
Last Name First Name Middle Name
Ruprai Prithpal
Street Address 1 Street Address 2
15303 Dallas Parkway
City State/Province/Country ZIP/PostalCode
Addison TEXAS 75001
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President, Chief Financial Officer and Treasurer of Zurich American Life Insurance Company
Last Name First Name Middle Name
Lazarczyk Laura
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director, Vice President, General Counsel and Corporate Secretary of Zurich American Life Insurance Company
Last Name First Name Middle Name
Hauser Richard
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director and Assistant Secretary of Zurich American Life Insurance Company
Last Name First Name Middle Name
Harvish Susan
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President of Zurich American Life Insurance Company
Last Name First Name Middle Name
Rohwetter Michael
Street Address 1 Street Address 2
4 World Trade Center
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10007
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President of Zurich American Life Insurance Company
Last Name First Name Middle Name
Rehman Farah
Street Address 1 Street Address 2
2000 West Sam Houston Parkway South
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77042
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President and Responsible Officer, Illustrations of Zurich American Life Insurance Company
Last Name First Name Middle Name
Hirs Peter
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Zurich American Life Insurance Company
Last Name First Name Middle Name
Dampman Dave
Street Address 1 Street Address 2
7045 College Boulevard
City State/Province/Country ZIP/PostalCode
Overland Park KANSAS 66211
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President, Operations of Zurich American Life Insurance Company
Last Name First Name Middle Name
Patacsil Stacy
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

38a-1 Chief Compliance Officer of Zurich American Life Insurance Company
Last Name First Name Middle Name
McNamara Eoin
Street Address 1 Street Address 2
4 World Trade Center
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10007
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President aof Zurich American Life Insurance Company
Last Name First Name Middle Name
Adam Page
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President of Zurich American Life Insurance Company
Last Name First Name Middle Name
Dunajewski Stefan
Street Address 1 Street Address 2
4 World Trade Center
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10007
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President, Illustration Actuary and Chief Actuary of Zurich American Life Insurance Company
Last Name First Name Middle Name
Knipfer Mark
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Zurich American Life Insurance Company
Last Name First Name Middle Name
Daniel Bob
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President of Zurich American Life Insurance Company
Last Name First Name Middle Name
Sanders Art
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President of Zurich American Life Insurance Company
Last Name First Name Middle Name
Yochem Angela
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Director of Zurich American Life Insurance Company
Last Name First Name Middle Name
Kearns Richard
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Zurich American Life Insurance Company
Last Name First Name Middle Name
Howard Christopher
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President of Zurich American Life Insurance Company
Last Name First Name Middle Name
Rao Girish
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President of Zurich American Life Insurance Company
Last Name First Name Middle Name
Falco Rita
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Secretary of Zurich American Life Insurance Company
Last Name First Name Middle Name
Dening Mary
Street Address 1 Street Address 2
4 World Trade Center 54th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10007
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President, Actuary of Zurich American Life Insurance Company
Last Name First Name Middle Name
Ehlers Eileen
Street Address 1 Street Address 2
7045 College Boulevard
City State/Province/Country ZIP/PostalCode
Overland Park KANSAS 66211
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President, Underwriting of Zurich American Life Insurance Company
Last Name First Name Middle Name
Malamis Kathy
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President of Zurich American Life Insurance Company
Last Name First Name Middle Name
Sukhorukov Stanislav
Street Address 1 Street Address 2
1299 Zurich Way
City State/Province/Country ZIP/PostalCode
Schaumburg ILLINOIS 60196
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President of Zurich American Life Insurance Company

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
X Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
   Rule 506(b)
X Rule 506(c)
   Securities Act Section 4(a)(5)
X Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
X Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2012-02-08    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Interests in ZALICO's HNW PPVUL Series Account-1 issued pursuant to variable life insurance policies.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $100,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
M Holdings Securities, Inc. 43285
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1125 NW Couch Street #900
City State/Province/Country ZIP/Postal Code
Portland OREGON 97209
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALASKA
DELAWARE
ILLINOIS
MASSACHUSETTS
NEW JERSEY
SOUTH DAKOTA
TENNESSEE
TEXAS
VERMONT
Recipient
Recipient CRD Number X None
Winged Keel Group, Inc. None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
M Holdings Securities, Inc. 43285
Street Address 1 Street Address 2
1700 Broadway 34th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10019
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALASKA
DELAWARE
ILLINOIS
MASSACHUSETTS
NEW JERSEY
SOUTH DAKOTA
TENNESSEE
TEXAS
VERMONT
Recipient
Recipient CRD Number    None
Lion Street Financial, LLC 165828
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
515 Congress Ave Suite 2500
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78701
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALASKA
SOUTH DAKOTA
Recipient
Recipient CRD Number    None
First Liberties Financial 14432
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
15150 Preston Road 300
City State/Province/Country ZIP/Postal Code
Dallas TEXAS 75248
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ILLINOIS
SOUTH DAKOTA
TENNESSEE
Recipient
Recipient CRD Number    None
Stern Capital 141226
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
420 Lexington Avenue
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10170
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALASKA
DELAWARE
Recipient
Recipient CRD Number    None
Kestra Investment Services 42046
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5707 Southwest Parkway Building 2, Suite 400
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78735
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALASKA
MASSACHUSETTS
SOUTH DAKOTA
Recipient
Recipient CRD Number    None
The Leaders Group, Inc. 37157
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
26 W. Dry Creek Circle
City State/Province/Country ZIP/Postal Code
Littleton COLORADO 80120
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
DELAWARE
ILLINOIS
SOUTH DAKOTA
Recipient
Recipient CRD Number    None
Westpark Capital, Inc. 39914
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1800 Century Park East Suite 220
City State/Province/Country ZIP/Postal Code
Los Angeles CALIFORNIA 90067
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
SOUTH DAKOTA
Recipient
Recipient CRD Number    None
Morgan Stanley 149777
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2000 Westchester Avenue
City State/Province/Country ZIP/Postal Code
Purchase NEW YORK 10577
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALASKA
DELAWARE
ILLINOIS
MASSACHUSETTS
SOUTH DAKOTA
TENNESSEE
TEXAS
VERMONT
Recipient
Recipient CRD Number    None
UBS Financial Services Inc. 8174
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1200 Harbor Boulevard
City State/Province/Country ZIP/Postal Code
Weehauken NEW JERSEY 07086
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALASKA
DELAWARE
ILLINOIS
MASSACHUSETTS
SOUTH DAKOTA
TENNESSEE
TEXAS
VERMONT
Recipient
Recipient CRD Number    None
Oberlin Financial International, LLC 294205
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
208 North Lynn Street PO Box 711
City State/Province/Country ZIP/Postal Code
Bryan OHIO 43506
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
SOUTH DAKOTA
Recipient
Recipient CRD Number    None
AFS Securities, LLC 171819
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
80 Cambridgepark Drive Apt 630
City State/Province/Country ZIP/Postal Code
Cambridge MASSACHUSETTS 02140
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
SOUTH DAKOTA
Recipient
Recipient CRD Number    None
American Trust Investment Services 3001
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5000 Birth Street East Tower Suite 100
City State/Province/Country ZIP/Postal Code
Newport Beach CALIFORNIA 92660
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
SOUTH DAKOTA
Recipient
Recipient CRD Number    None
Benefit Finance Securities LLC 45113
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
Six Cityplace Dr Suite 400
City State/Province/Country ZIP/Postal Code
St Louis MISSOURI 63141
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $440,323,580 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

$440,323580 is the total amount of premium received

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
137

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $3,080,195 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Zurich American Life Insurance Company deducts charges from premium and policy values per terms of applicable insurance contract.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

X I also am a duly authorized representative of the other issuer(s) identified in Item 1 above and authorized to sign on their behalf.
Issuer Signature Name of Signer Title Date
HNW PPVUL Series Account - 1 Dave Dampman Dave Dampman Vice President, Operations 2022-10-07

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.