Definition of "Prepared By or On Behalf of the Issuer' for Purposes of Determining if an Offering Document is Subject to State Regulation

The National Securities Markets Improvements Act of 1996 mandates that the Securities and Exchange Commission ("Commission') adopt a definition of the phrase "prepared by or on behalf of the issuer' found in Section 18 of the Securities Act of 1933. The Commission today adopts this definition, thereby providing guidance as to when an offering document is subject to state regulation.