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
   None
Entity Type
0001944366
Oak Street Net Lease Trust
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
X Business Trust
   Other (Specify)

Name of Issuer
Blue Owl Real Estate Net Lease Trust
Jurisdiction of Incorporation/Organization
MARYLAND
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2022
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Blue Owl Real Estate Net Lease Trust
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
CHICAGO ILLINOIS 60606 (773) 389-6502

3. Related Persons

Last Name First Name Middle Name
Zahr Marc
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and Trustee
Last Name First Name Middle Name
Reiter Michael
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Operating Officer and Trustee
Last Name First Name Middle Name
Kirshenbaum Alan
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Trustee
Last Name First Name Middle Name
Halleran Kevin
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Financial Officer
Last Name First Name Middle Name
Rozier Gary
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

President
Last Name First Name Middle Name
Hom Jesse
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Investment Officer
Last Name First Name Middle Name
Sheiker Jared
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Acquisitions Officer
Last Name First Name Middle Name
Morris Andrew
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Secretary
Last Name First Name Middle Name
Buoncore Rick
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Trustee
Last Name First Name Middle Name
Cummings Fred
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Trustee
Last Name First Name Middle Name
Mackey Michael
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Trustee
Last Name First Name Middle Name
Shames Jonathan
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Trustee
Last Name First Name Middle Name
Blue Owl Real Estate Capital LLC n/a
Street Address 1 Street Address 2
150 N Riverside Plaza, 37th Floor
City State/Province/Country ZIP/PostalCode
Chicago ILLINOIS 60606
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   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
X 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)
X Rule 506(b)
   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)
X Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2022-09-01    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 X 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    Other (describe)

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 $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Blue Owl Securities LLC 283250
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Blue Owl Securities LLC 283250
Street Address 1 Street Address 2
375 Park Avenue
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10152
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Morgan Stanley Smith Barney LLC 149777
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Morgan Stanley Smith Barney LLC 149777
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		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
UBS Financial Services Inc. 8174
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
UBS Financial Services Inc. 8174
Street Address 1 Street Address 2
1200 Harbor Boulevard
City State/Province/Country ZIP/Postal Code
Weehawken NEW JERSEY 07086
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Stifel, Nicolaus & Company Incorporated 793
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Stifel, Nicolaus & Company Incorporated 793
Street Address 1 Street Address 2
501 North Broadway
City State/Province/Country ZIP/Postal Code
St. Louis MISSOURI 63102
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
J.P. Morgan Securities LLC 79
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
J.P. Morgan Securities LLC 79
Street Address 1 Street Address 2
383 Madison Avenue
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10179
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Merrill Lynch, Pierce, Fenner & Smith Incorporated 7691
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Merrill Lynch, Pierce, Fenner & Smith Incorporated 7691
Street Address 1 Street Address 2
One Bryant Park
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10036
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
iCapital Markets LLC 118219
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
iCapital Markets LLC 118219
Street Address 1 Street Address 2
60 East 42nd Street, 26th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10165
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
LPL Financial LLC 6413
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
LPL Financial LLC 6413
Street Address 1 Street Address 2
1055 LPL Way
City State/Province/Country ZIP/Postal Code
Fort Mill SOUTH CAROLINA 29715
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
MML Investors Services LLC 10409
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
MML Investors Services LLC 10409
Street Address 1 Street Address 2
1295 State Street
City State/Province/Country ZIP/Postal Code
Springfield MASSACHUSETTS 01111
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
RBC Capital Markets, LLC 31194
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
RBC Capital Markets, LLC 31194
Street Address 1 Street Address 2
3 World Financial Center 200 Vesey Street
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10281
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Sanctuary Securities, Inc. 205
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Sanctuary Securities, Inc. 205
Street Address 1 Street Address 2
3815 River Crossing Pkwy, Suite 200
City State/Province/Country ZIP/Postal Code
Indianapolis INDIANA 46240
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Raymond James & Associates, Inc. 705
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Raymond James & Associates, Inc. 705
Street Address 1 Street Address 2
880 Carillon Parkway
City State/Province/Country ZIP/Postal Code
St. Petersburg FLORIDA 33716
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Roam Capital Partners LLC None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
501 Brickell Key Drive, Suite 501
City State/Province/Country ZIP/Postal Code
Miami FLORIDA 33131
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number    None
Raymond James Financial Services, Inc. 6694
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Raymond James Financial Services, Inc. 6694
Street Address 1 Street Address 2
880 Carillon Parkway
City State/Province/Country ZIP/Postal Code
St. Peterberg FLORIDA 33716
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Citi Private Alternatives, LLC 153777
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Citi Private Alternatives, LLC 153777
Street Address 1 Street Address 2
388 Greenwich Street, 29th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10013
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Arkadios Capital LLC 282710
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Arkadios Capital LLC 282710
Street Address 1 Street Address 2
2827 Peachtree RD NE, Suite 510
City State/Province/Country ZIP/Postal Code
Atlanta GEORGIA 3035
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
DFPG Investments, LLC 155576
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
DFPG Investments, LLC 155576
Street Address 1 Street Address 2
9017 S Riverside Drive, Suite 210
City State/Province/Country ZIP/Postal Code
Sandy UTAH 84070
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Kestra Investment Services, LLC 42046
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Kestra Investment Services, LLC 42046
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		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Rockefeller Financial LLC 291361
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Rockefeller Financial LLC 291361
Street Address 1 Street Address 2
45 Rockefeller Plaza, Floor 5
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10111
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Steward Partners Investment Solutions, LLC 1254
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Steward Partners Investment Solutions, LLC 1254
Street Address 1 Street Address 2
15495 SW Sequoia Parkway, Suite 150
City State/Province/Country ZIP/Postal Code
Portland OREGON 97224
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Citigroup Global Markets Inc. 7059
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Citigroup Global Markets Inc. 7059
Street Address 1 Street Address 2
388 Greenwich Street, Tower Building
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10013
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
&Partners LLC 3767
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
&Partners LLC 3767
Street Address 1 Street Address 2
40 Burton Hills Blvd., Suite 350
City State/Province/Country ZIP/Postal Code
Nashville TENNESSEE 37215
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
IDB Capital Corp. 106032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
IDB Capital Corp. 106032
Street Address 1 Street Address 2
1114 Avenue of the Americas
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10036
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
ILLINOIS
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
NEVADA
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
OREGON
PENNSYLVANIA
SOUTH CAROLINA
SOUTH DAKOTA
TEXAS
UTAH
VIRGINIA
WASHINGTON
WISCONSIN
WYOMING
Recipient
Recipient CRD Number    None
NYLIFE Securities LLC 5167
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
NYLIFE Securities LLC 5167
Street Address 1 Street Address 2
51 Madison Avenue, Room 713
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10010
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
PNC Investments LLC 129052
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
PNC Investments LLC 129052
Street Address 1 Street Address 2
300 Fifth Avenue, 26th Floor
City State/Province/Country ZIP/Postal Code
Pittsburgh PENNSYLVANIA 15222
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
LPL Enterprise, LLC 8733
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
LPL Enterprise, LLC 8733
Street Address 1 Street Address 2
1055 LPL Way
City State/Province/Country ZIP/Postal Code
Fort Mill SOUTH CAROLINA 29715
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $6,305,908,754 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

Total Amount Sold includes General Partner's commitment.

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:
30,433

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 $0 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Any commissions are paid from a potential investor directly to such financial intermediaries in amounts that are in the discretion of the financial intermediaries and the Company is not able to estimate the amount of such commissions.

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):

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.

Issuer Signature Name of Signer Title Date
Blue Owl Real Estate Net Lease Trust /s/ Karen Hager Karen Hager Authorized Person 2025-08-27

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.