[Federal Register Volume 61, Number 95 (Wednesday, May 15, 1996)]
[Rules and Regulations]
[Pages 24651-24658]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-12177]



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[[Page 24652]]

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 228, 229, 230, 232, 239, 240, 270, and 274
[Release No. 33-7289, 34-37183, IC-21946; File No. S7-31-95]
RIN 3235-AG67


Use of Electronic Media for Delivery Purposes

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'') today 
is adopting technical amendments to its rules that are premised on the 
distribution of paper documents. These amendments are intended to 
clarify certain rules in light of the interpretations set forth in the 
Commission's October 6, 1995 release (Release No. 33-7233 [60 FR 
53458]) regarding the use of electronic media for the dissemination of 
issuer-related information under the federal securities laws (``October 
Interpretive Release'') and the availability of electronic filings on 
the Commission's World Wide Web site.

EFFECTIVE DATE: The amendments will become effective June 14, 1996.

FOR FURTHER INFORMATION CONTACT: Joseph P. Babits or James R. Budge, 
(202) 942-2910, Division of Corporation Finance; and, with regard to 
questions concerning investment companies and investment advisers, 
Kathleen K. Clarke, (202) 942-0721, Division of Investment Management, 
U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., 
Washington, D.C. 20549.

SUPPLEMENTARY INFORMATION: To clarify certain rules in light of the 
interpretations relating to electronic distribution of securities-
related information as set forth in the October Interpretive Release, 
the Commission is adopting technical amendments to the following rules 
and forms: Rule 200.80, <SUP>1 Item 502 of Regulation S-B; <SUP>2 Item 
502 of Regulation S-K; <SUP>3 Rule 120 <SUP>4 of the Securities Act of 
1933 (``Securities Act''); <SUP>5 Rule 253 of Regulation A; <SUP>6 Rule 
420 of Regulation C; <SUP>7 Rules 481 and 482 of Regulation C; <SUP>8 
Rule 605 of Regulation E; <SUP>9 Rule 304 of Regulation S-T; <SUP>10 
Forms F-7, <SUP>11 F-8, <SUP>12 F-9, <SUP>13 F-10 <SUP>14 and F-80; 
<SUP>15 Rule 12b-12; <SUP>16 Rule 13e-3; <SUP>17 Rule 13e-4; <SUP>18 
Schedule 13E-4F; <SUP>19 Rule 14a-3; <SUP>20 Rule 14a-5; <SUP>21 Rule 
14a-7; <SUP>22 Rule 14c-4; <SUP>23 Rule 14c-7; <SUP>24 Rule 14d-5; 
<SUP>25 Schedule 14D-1F;<SUP>26 Schedule 14D-9F; <SUP>27 under the 
Securities Exchange Act of 1934 (``Exchange Act''); <SUP>28 and Rule 
8b-12; <SUP>29 Rule 30d-1; <SUP>30 Rule 30d-2; <SUP>31 Form N-1A; 
<SUP>32 Form N-2; <SUP>33 Form N-3; <SUP>34 and Form N-4 <SUP>35 under 
the Investment Company Act of 1940 (``Investment Company Act''). 
<SUP>36
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    \1\ 17 CFR 200.80.
    \2\ 17 CFR 228.502.
    \3\ 17 CFR 229.502. Two unrelated technical corrections to Item 
601(c) of Regulations S-B and S-K [17 CFR 228.601(c) and 229.601(c), 
respectively] also are included in this release.
    \4\ 17 CFR 230.120.
    \5\ 15 U.S.C. 77a et seq.
    \6\ 17 CFR 230.253.
    \7\ 17 CFR 230.420.
    \8\ 17 CFR 230.481 and 230.482.
    \9\ 17 CFR 230.605.
    \10\ 17 CFR 232.304.
    \11\ 17 CFR 239.37.
    \12\ 17 CFR 239.38.
    \13\ 17 CFR 239.39.
    \14\ 17 CFR 239.40.
    \15\ 17 CFR 239.41.
    \16\ 17 CFR 240.12b-12.
    \17\ 17 CFR 240.13e-3.
    \18\ 17 CFR 240.13e-4.
    \19\ 17 CFR 240.13e-102.
    \20\ 17 CFR 240.14a-3.
    \21\ 17 CFR 240.14a-5.
    \22\ 17 CFR 240.14a-7.
    \23\ 17 CFR 240.14c-4.
    \24\ 17 CFR 240.14c-7.
    \25\ 17 CFR 240.14d-5.
    \26\ 17 CFR 240.14d-102.
    \27\ 17 CFR 240.14d-103.
    \28\ 15 U.S.C. 78a et seq.
    \29\ 17 CFR 270.8b-12.
    \30\ 17 CFR 270.30d-1.
    \31\ 17 CFR 270.30d-2.
    \32\ 17 CFR 274.11A.
    \33\ 17 CFR 274.11a-1.
    \34\ 17 CFR 274.11b.
    \35\ 17 CFR 274.11c.
    \36\ 15 U.S.C. 80a-1 et seq.
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I. Introduction

    In its October Interpretive Release, the Commission recognized the 
promise of electronic distribution of information in enhancing 
investors' ability to access, research, and analyze information, and in 
facilitating the provision of information by issuers and others.<SUP>37 
Acknowledging the wide spectrum of media available to issuers and 
others who distribute securities-related information, as well as the 
fact that strict compliance with requirements applicable to printed 
material may not be possible in all electronic media, in a companion 
release, the Commission proposed for comment technical amendments to 
rules that were premised on the distribution of paper documents 
(``Proposing Release'').<SUP>38
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    \37\ The Commission has issued a second interpretive release 
dealing with electronic communication issues relating to broker-
dealers, transfer agents, and investment advisers. Several 
additional examples also were included. See Release No. 33-7288 (May 
9, 1996).
    \38\ Release No. 33-7234 (October 6, 1995) [60 FR 53468].
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    The Commission received 12 letters of comment on various issues 
raised in its October Interpretive Release and Proposing Release; the 
majority of commenters focused on the October Interpretive Release 
rather than the Proposing Release.<SUP>39 Except as noted, the 
Commission is adopting the amendments as proposed,<SUP>40 and certain 
other technical rule changes are being made that did not require 
proposal.<SUP>41 The amendments are designed to maintain the intent of 
the original requirements while allowing flexibility to issuers and 
others in the choice of distribution medium.
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    \39\ These letters are available for inspection and copying in 
the Commission's public reference room located at 450 Fifth Street, 
N.W., Washington, D.C. (File No. S7-31-95).
    \40\ Certain clarifying modifications have been made to the 
proposed language of Rule 304(c) of Regulation S-T and the note to 
Rule 14d-5.
    \41\ See technical changes to Rule 200.80 of the Commission's 
rules relating to organization, conduct and ethics and information 
and requests, Securities Act Rule 120, Item 502 of Regulations S-K 
and S-B, and Item 601(c) of Regulations S-K and S-B, and to the 
following Investment Company Act registration statement forms: Form 
N-1A for open-end investment companies; Form N-2 for closed-end 
companies; Form N-3 for separate accounts offering variable annuity 
contracts that are registered under the Investment Company Act as 
management investment companies; and Form N-4 for separate accounts 
offering variable annuity contracts that are registered under the 
Investment Company Act as unit investment trusts. The amendments to 
Rules 200.80 and 120 relate to agency organization, procedure or 
practice; therefore, publication for notice and comment is not 
required under the Administrative Procedure Act. 5 U.S.C. 553(b). 
With respect to the amendments to Regulations S-K and S-B, and to 
the Investment Company Act registration statement forms, the 
Commission for good cause finds that publication of these amendments 
for notice and comment is unnecessary because they are minor, 
technical changes. 5 U.S.C. 553(b).
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A. General Formatting Requirements

    As proposed, Commission rules that prescribe the physical 
appearance of a paper document, such as type size and font 
requirements, are being amended to provide that the issuer, when 
delivering an electronic version of a document, may comply with the 
requirements by presenting the information in a format readily 
communicated to investors. Where legends are required to be printed in 
red ink or bold-face type, or in a different font size, the amended 
rules will allow issuers to satisfy such requirements by presenting the 
legends in any manner reasonably calculated to draw attention to them.

[[Page 24653]]

B. Graphic, Image and Audio Information

1. Documents Delivered to Investors
    With respect to documents delivered to investors, the proposed 
rules provided that if material graphic, image and audio information is 
included in one version of a disclosure document, but not in other 
versions, the issuer must include in the other versions a fair and 
accurate description or transcript of the omitted information. The 
Commission has determined that this language is not necessary to ensure 
compliance with the federal securities laws; consequently, the adopted 
rules do not include it. Where more than one version of a document is 
delivered to investors, each version must contain all information 
required by, and otherwise comply with, the requirements of the 
applicable form and other provisions of the federal securities 
laws.<SUP>42 The issuer (or other party to whom the law assigns the 
responsibility) remains responsible for ensuring that each version 
satisfies applicable statutory and regulatory requirements.<SUP>43
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    \42\ See Release No. 33-7288 (May 9, 1996), Part IV, example 
(7).
    \43\ Differing versions of a document may need to be filed with 
the Commission. For example, differing prospectuses should be filed 
with the Commission pursuant to Rule 424 [17 CFR 230.424] or Rule 
497 [17 CFR 230.497]. Alternatively, the company may file with the 
Commission as an appendix to the prospectus a fair and accurate 
description of any omitted material. As discussed below, graphic, 
image and audio material should be described in EDGAR filings 
pursuant to Rule 304 of Regulation S-T.
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2. Documents Filed With the Commission
    Documents containing video, audio and graphic presentations 
currently cannot be filed on the EDGAR system. Where these 
presentations are used in documents delivered to investors, Rule 304 of 
Regulation S-T has always required electronic filers to provide fair 
and accurate descriptions of omitted materials in their EDGAR filings. 
Rule 304 initially was phrased in terms of graphic and image material 
included in ``the paper format version'' of an EDGAR filing. To reflect 
the possibility of the delivery of an electronic version that differs 
from the EDGAR filing, the Commission is amending Rule 304 to provide 
that wherever the ``document delivered to investors or others'' 
includes graphic, image or audio information that cannot be reproduced 
in an electronic filing on EDGAR, the EDGAR filing must include a fair 
and accurate narrative description, tabular presentation or transcript 
of the omitted material.<SUP>44
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    \44\ Of course, immaterial differences would not need to be 
described. The rule retains the provisions that all such omitted 
material is deemed filed as part of the electronic filing and that 
copies of the document as distributed should be retained by the 
issuer for a period of five years. One commenter suggested that 
rather than require descriptions, the Commission should allow the 
filing of documents in formats that currently are not compatible 
with EDGAR. This suggestion fundamentally relates to the design of 
the EDGAR system, which currently is being reevaluated by the staff; 
any necessary rulemaking related to electronic filing will be 
undertaken as modifications to the EDGAR system are developed and 
implemented in the future.
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C. Rules Where Mailing Is Identified as a Delivery Method

    Certain Commission rules provide that information may be 
distributed to investors by mail. While some indicate that reasonably 
prompt alternative delivery methods may be used,<SUP>45 others 
specifically require ``mailing.'' These rules should be read 
consistently to allow the use of alternative methods of distribution 
that are reasonably prompt. These rules are being amended where 
necessary to reflect this view.<SUP>46
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    \45\ See e.g., Rule 14d-4(a)(2)(ii) [17 CFR 240.14d-
4(a)(2)(ii)].
    \46\ Where the costs of distribution are to be calculated under 
the rules, the amendments provide that methods analogous to those 
applicable to mailing should be used where alternative delivery 
methods are chosen. In that regard, the proposed change to Rule 14d-
5 has been modified to provide greater guidance with respect to cost 
calculation under that rule.
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D. Identification of Where Filings Are Available for Inspection

    Rule 200.80 identifies the public reference rooms located in 
Washington, D.C. and other designated Regional Offices as the primary 
locations where documents filed with the Commission may be inspected 
and copied; in addition, Securities Act Rule 120 states that 
registration statements are available for public inspection during 
business hours at Commission headquarters. Other rules require a 
registrant that is a reporting company to include on the inside front 
cover of a prospectus a statement to the effect that reports and other 
information filed by the registrant may be inspected and copied at the 
Commission's public reference rooms.<SUP>47 The Commission now also 
makes electronic filings publicly available on the Internet within 24 
hours of acceptance.<SUP>48 Consequently, the Commission believes it is 
appropriate, as a reflection of this agency's current dissemination 
procedures and practices, to amend Rules 200.80(c) and 120 to include a 
statement that electronic filings are publicly available on the 
Commission's Web site.<SUP>49 The prospectus requirements also have 
been amended to provide for the inclusion of a statement that the 
Commission maintains a Web site that contains reports, proxy and 
information statements and other information regarding registrants that 
file electronically with the Commission.<SUP>50
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    \47\ Item 502(a) of Regulations S-K and S-B [17 CFR 229.502(a) 
and 228.502(a), respectively].
    \48\ See Commission News Release No. 95-195 (September 28, 
1995).
    \49\ A correction to the cross reference to confidential 
treatment rules in Rule 120 also is being adopted.
    \50\ Item 502(a) of Regulations S-K and S-B. The Commission's 
Internet address is http://www.sec.gov.
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    The Commission also is amending certain investment company 
registration statement forms to provide for inclusion of a statement on 
the cover page of prospectuses that the Commission maintains a Web site 
that contains the Statement of Additional Information, material 
incorporated by reference, and other information regarding registrants 
that file electronically with the Commission.<SUP>51 This new 
requirement is limited to prospectuses disseminated electronically by 
investment companies that are electronic filers because it should not 
impose any significant additional burden on such registrants to include 
the disclosure in those prospectuses. The Commission intends to propose 
expanding this requirement to apply to all investment company 
prospectuses as part of future amendments to investment company 
registration forms.
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    \51\ See amendments to Item 1(a)(iii)(C) of Form N-1A; Item 
1.1.d(C) of Form N-2; Item 1(a)(vi)(C) of Form N-3; and Item 
1(a)(v)(C) of Form N-4. This new requirement would apply to any 
prospectus that is disseminated electronically by an investment 
company that is an electronic filer after the effective date of 
these rules, but the new disclosure would not necessitate filing a 
prospectus supplement or ``stickering'' the prospectus.
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II. Cost-Benefit Analysis

    Quick and broad access to material information was one of the 
fundamental premises upon which the federal securities laws were 
adopted, and electronic distribution no doubt will benefit issuers and 
investors through cheaper and faster communication of information. 
While the Commission expects the increased use of electronic media to 
benefit securities markets and investors by making disclosure available 
faster and more cheaply, it does not anticipate that the amendments 
will, in and of themselves, result in substantial economic costs or 
benefits. Those benefits will be derived from advances in technology, 
and not from the minor technical amendments that are the subject of 
this rulemaking.

[[Page 24654]]

III. Regulatory Flexibility Act Certification

    Pursuant to section 605(b) of the Regulatory Flexibility Act, 5 
U.S.C. 605(b), the Chairman of the Commission has certified that the 
amendments will not have a significant economic impact on a substantial 
number of small entities. This certification, including the reasons 
therefor, was attached to the Proposing Release as Appendix A.

IV. Statutory Bases

    The amendments to the Commission's rules under the Securities Act 
and amendments to the Commission's rules under the Exchange Act are 
being made pursuant to Sections 6, 7, 8, 10 and 19(a) of the Securities 
Act and Sections 3, 4, 10, 12, 13, 14, 15, 16 and 23 of the Exchange 
Act. The amendments to the Commission's rules under the Investment 
Company Act are being made pursuant to Sections 8(b) and 38(a) under 
the Investment Company Act, as amended.

List of Subjects

17 CFR Parts 200, 228, 229, 230, 232, 239, 240, 270 and 274

    Investment companies, Reporting and recordkeeping requirements, 
Securities.

Text of the Amendments

    In accordance with the foregoing, Title 17, chapter II of the Code 
of Federal Regulations is amended as follows:

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND 
REQUESTS

    1. The authority citation for Part 200 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77s, 78d-1, 78d-2, 78w, 78ll(d), 79t, 
77sss, 80a-37, 80b-11, unless otherwise noted.
* * * * *
    2. By amending Sec. 200.80 by adding paragraph (c)(3), to read as 
follows:


Sec. 200.80  Commission records and information.

* * * * *
    (c)(1) * * *
    (3) Electronic filings made through the Electronic Data Gathering, 
Analysis, and Retrieval system are publicly available through the 
Commission's Web site (http://www.sec.gov).
* * * * *

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

    3. The authority citation for Part 228 continues to read as 
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 
78l, 78m, 78n, 78o, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 80b-
11, unless otherwise noted.

    4. By amending Sec. 228.502 by revising paragraph (a)(2) to read as 
follows:


Sec. 228.502  (Item 502) Inside front and outside back cover pages of 
prospectus.

* * * * *
    (a)(1) * * *
    (2) If the small business issuer is a reporting company, state that 
the reports and other information filed by the small business issuer 
may be inspected and copied at the public reference facilities of the 
Commission in Washington D.C., and at some of its Regional Offices 
(include addresses), and that copies of such material can be obtained 
from the Public Reference Section of the Commission, 450 Fifth Street, 
N.W., Washington D.C. 20549, at prescribed rates. If the small business 
issuer is an electronic filer, state that the Commission maintains a 
Web site that contains reports, proxy and information statements and 
other information regarding issuers that file electronically with the 
Commission and state the address of such site (http://www.sec.gov); and
* * * * *


Sec. 228.601  [Amended]

    5. By amending Sec. 228.601(c) by revising the headings ``Note 1 to 
paragraph (c)(1)(vi)'' to read ``Note 1 to paragraph (c)(1)'' and 
``Note 2 to paragraph (c)(1)(vi)'' to read ``Note 2 to paragraph 
(c)(1)''.

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES 
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND 
CONSERVATION ACT OF 1975--REGULATION S-K

    6. The authority citation for Part 229 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e, 79n, 
79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted.
* * * * *
    7. By amending Sec. 229.502 by revising paragraph (a)(2) to read as 
follows:


Sec. 229.502  (Item 502) Inside front and outside back cover pages of 
prospectus.

* * * * *
    (a) * * *
    (2) State that reports (and where the registrant is subject to 
sections 14(a) and 14(c) of the Exchange Act, proxy and information 
statements) and other information filed by the registrant can be 
inspected and copied at the public reference facilities maintained by 
the Commission in Washington, D.C., and at certain of its Regional 
Offices, and state the current address of each such facility (see 
Secs. 200.11(b) and 200.80(c) of this chapter), and that copies of such 
material can be obtained from the Public Reference Section of the 
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at 
prescribed rates. If the registrant is an electronic filer, state that 
the Commission maintains a Web site that contains reports, proxy and 
information statements and other information regarding registrants that 
file electronically with the Commission and state the address of such 
site (http://www.sec.gov); and
* * * * *


229.601  [Amended]

    8. By amending Sec. 229.601(c) by revising the heading ``Note 1 to 
paragraph (c)(1)(vi)'' to read ``Note 1 to paragraph (c)(1)'' and 
``Note 2 to paragraph (c)(1)(vi)'' to read ``Note 2 to paragraph 
(c)(1)''.

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    9. The authority citation for Part 230 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 
78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30, 
and 80a-37, unless otherwise noted.
* * * * *
    10. By revising Sec. 230.120 to read as follows:


Sec. 230.120  Inspection of registration statements.

    Except for material contracts or portions thereof accorded 
confidential treatment pursuant to Sec. 230.406, all registration 
statements are available for public inspection, during business hours, 
at the principal office of the Commission in Washington, D.C. 
Electronic registration statements made through the Electronic Data 
Gathering, Analysis, and Retrieval system are publicly available 
through the Commission's Web site (http://www.sec.gov).

    11. By amending Sec. 230.253 by designating the text of paragraph 
(b) after the heading as paragraph (b)(1) and by adding paragraph 
(b)(2), to read as follows:


Sec. 230.253  Offering circular.

* * * * *

[[Page 24655]]

    (b) Presentation of information. (1) * * *
    (2) Where an offering circular is distributed through an electronic 
medium, issuers may satisfy legibility requirements applicable to 
printed documents by presenting all required information in a format 
readily communicated to investors.
* * * * *
    12. By amending Sec. 230.420 by designating the text as paragraph 
(a) and by adding paragraph (b), to read as follows:


Sec. 230.420  Legibility of prospectus.

    (a) * * *
    (b) Where a prospectus is distributed through an electronic medium, 
issuers may satisfy legibility requirements applicable to printed 
documents, such as paper size, type size and font, bold-face type, 
italics and red ink, by presenting all required information in a format 
readily communicated to investors, and where indicated, in a manner 
reasonably calculated to draw investor attention to specific 
information.
    13. By amending Sec. 230.481 to add paragraph (h) to read as 
follows:


Sec. 230.481  Information required in prospectus.

* * * * *
    (h) Where a prospectus is distributed through an electronic medium, 
issuers may satisfy legibility requirements applicable to printed 
documents, such as paper size, type size and font, bold-face type, 
italics and red ink, by presenting all required information in a format 
readily communicated to investors, and where indicated, in a manner 
reasonably calculated to draw investor attention to specific 
information.
    14. By amending Sec. 230.482 by removing the note following 
paragraph (a)(7) and adding a note to paragraph (a)(6), to read as 
follows:


Sec. 230.482  Advertising by an investment company as satisfying 
requirements of section 10.

    (a) * * *
    (6) * * *
    Note to paragraph (a)(6). All advertisements made pursuant to this 
rule are subject to Rule 420 [17 CFR 230.420].
* * * * *
    15. By amending Sec. 230.605 by designating the text of paragraph 
(c) as paragraph (c)(1) and by adding paragraph (c)(2) to read as 
follows:


Sec. 230.605  Filing and use of the offering circular.

* * * * *
    (c)(1) * * *
    (2) Where an offering circular is distributed through an electronic 
medium, issuers may satisfy legibility requirements applicable to 
printed documents by presenting all required information in a format 
readily communicated to investors.
* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

    16. The authority citation for Part 232 continues to read as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30 and 80a-37.

    17. By amending Sec. 232.304 by revising the section heading, 
paragraphs (a), (b)(1), and (c) to read as follows:


Sec. 232.304  Graphic, image and audio material.

    (a) If a filer includes graphic, image or audio material in a 
document delivered to investors and others that cannot be reproduced in 
an electronic filing, the electronically filed version of that document 
shall include a fair and accurate narrative description, tabular 
representation or transcript of the omitted material. Such 
descriptions, representations or transcripts may be included in the 
text of the electronic filing at the point where the graphic, image or 
audio material is presented in the delivered version, or they may be 
listed in an appendix to the electronic filing. Immaterial differences 
between the delivered and electronically filed versions, such as 
pagination, color, type size or style, or corporate logo need not be 
described.
    (b)(1) The graphic, image and audio material in the version of a 
document delivered to investors and others shall be deemed part of the 
electronic filing and subject to the liability and anti-fraud 
provisions of the federal securities laws.
    (2) * * *
    (c) An electronic filer shall retain for a period of five years a 
copy of each publicly distributed document, in the format used, that 
contains graphic, image or audio material where such material is not 
included in the version filed with the Commission. The five-year period 
shall commence as of the filing date, or the date that appears on the 
document, whichever is later. Upon request, an electronic filer shall 
furnish to the Commission or its staff a copy of any or all of the 
documents contained in the file.
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    18. The authority citation for Part 239 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l, 
78m, 78n, 78o(d), 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m, 
79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise 
noted.
* * * * *
    19. By amending Form F-7 (referenced in Sec. 239.37) by adding a 
note to Part I, Item 2, to read as follows:

    Note.--The text of Form F-7 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form F-7

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I

INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS

* * * * *

Item 2. Information Legends

* * * * *
    Note to Item 2. If the home-jurisdiction document(s) are 
delivered through an electronic medium, the issuer may satisfy the 
legibility requirements for the required legends relating to type 
size and font by presenting the legends in any manner reasonably 
calculated to draw investor attention to it.
* * * * *
    20. By amending Form F-8 (referenced in Sec. 239.38) by adding a 
note to Part I, Item 2, to read as follows:

    Note.--The text of Form F-8 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form F-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

* * * * *

Item 2. Informational Legends

* * * * *
    Note to Item 2. If the home-jurisdiction document(s) are 
delivered through an electronic medium, the issuer may satisfy the 
legibility requirements for the required legends relating to type 
size and font by presenting the legends in any manner reasonably 
calculated to draw investor attention to it.
* * * * *
    21. By amending Form F-9 (referenced in Sec. 239.39) by adding a 
note to Part I, Item 2, to read as follows:


[[Page 24656]]


    Note.--The text of Form F-9 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form F-9

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

* * * * *

Item 2. Informational Legends

* * * * *
    Note to Item 2. If the home-jurisdiction document(s) are 
delivered through an electronic medium, the issuer may satisfy the 
legibility requirements for the required legends relating to type 
size and font by presenting the legends in any manner reasonably 
calculated to draw investor attention to it.
* * * * *
    22. By amending Form F-10 (referenced in Sec. 239.40) by adding a 
note to Part I, Item 3, to read as follows:

    Note.--The text of Form F-10 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form F-10

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

* * * * *

Item 3. Informational Legends

* * * * *
    Note to Item 3. If the home-jurisdiction document(s) are 
delivered through an electronic medium, the issuer may satisfy the 
legibility requirements for the required legends relating to type 
size and font by presenting the legends in any manner reasonably 
calculated to draw investor attention to it.
* * * * *
    23. By amending Form F-80 (referenced in Sec. 239.41) by adding a 
note to Part I, Item 2, to read as follows:

    Note.The text of Form F-80 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form F-80

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

* * * * *

Item 2. Informational Legends

* * * * *
    Note to Item 2. If the home-jurisdiction document(s) are 
delivered through an electronic medium, the issuer may satisfy the 
legibility requirements for the required legends relating to type 
size and font by presenting the legends in any manner reasonably 
calculated to draw investor attention to it.
* * * * *
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934
    24. The authority citation for Part 240 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg, 
77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p, 
78q, 78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-
37, 80b-3, 80b-4 and 80b-11, unless otherwise noted.
* * * * *
    25. The authority citation following Sec. 240.14d-5 is removed.
    26. By amending Sec. 240.12b-12 by adding paragraph (e) to read as 
follows:


Sec. 240.12b-12  Requirements as to paper, printing and language.

* * * * *
    (e) Where a statement or report is distributed to investors through 
an electronic medium, issuers may satisfy legibility requirements 
applicable to printed documents, such as paper size and type size and 
font, by presenting all required information in a format readily 
communicated to investors.
    27. By amending Sec. 240.13e-3 by designating the instructions to 
paragraph (e)(3) immediately following paragraph (e)(3)(ii)(B) as 
``Instructions to paragraph (e)(3)'' and by adding instruction 3 
thereto, to read as follows:


Sec. 240.13e-3  Going private transactions by certain issuers or their 
affiliates.

* * * * *
    (e) * * *
    (3) * * *
    Instructions to paragraph (e)(3).
    1. * * *
    2. * * *
    3. If the information delivered to security holders is distributed 
through an electronic medium and the legend required by paragraph 
(e)(3)(ii) is included, issuers may satisfy the legibility requirement 
relating to type size and font by presenting the legend in any manner 
reasonably calculated to draw security holder attention to it.
* * * * *
    28. By amending Sec. 240.13e-4 by revising paragraph (e)(1)(ii)(A), 
to read as follows:


Sec. 240.13e-4  Tender offers by issuers.

* * * * *
    (e) * * *
    (1) * * *
    (ii) * * *
    (A) By mailing or otherwise furnishing promptly the statement 
required by paragraph (d)(1) of this section to each security holder 
whose name appears on the most recent shareholder list of the issuer;
* * * * *
    29. By amending Schedule 13E-4F (Sec. 240.13e-102) by adding a note 
to Item 2 of Part I, to read as follows:


Sec. 240.13e-102  Schedule 13E-4F. Tender offer statement pursuant to 
section 13(e)(1) of the Securities Exchange Act of 1934 and 
Sec. 240.13e-4 thereunder.

* * * * *
Part I--Information Required To Be Sent to Shareholders
* * * * *
    Item 2. * * *

    Note to Item 2. If the home jurisdiction document(s) are 
delivered through an electronic medium, the issuer may satisfy the 
legibility requirements for the required legends relating to type 
size and fonts by presenting the legend in any manner reasonably 
calculated to draw security holder attention to it.
* * * * *
    30. By amending Sec. 240.14a-3 by designating the text of paragraph 
(b)(2) as (b)(2)(i) and by adding paragraph (b)(2)(ii), to read as 
follows:


Sec. 240.14a-3  Information to be furnished to security holders.

* * * * *
    (b) * * *
    (2)(i) * * *
    (ii) Where the annual report to security holders is delivered 
through an electronic medium, issuers may satisfy legibility 
requirements applicable to printed documents, such as type size and 
font, by presenting all required information in a format readily 
communicated to investors.
* * * * *
    31. By amending Sec. 240.14a-5 by designating the text of paragraph 
(d) as paragraph (d)(1) and by adding paragraph (d)(2), to read as 
follows:


Sec. 240.14a-5  Presentation of information in proxy statement.

* * * * *
    (d)(1) * * *
    (2) Where a proxy statement is delivered through an electronic 
medium, issuers may satisfy legibility requirements applicable to 
printed documents, such as type size and font, by presenting all 
required information in a format readily communicated to investors.
* * * * *

[[Page 24657]]

    32. By amending Sec. 240.14a-7 by adding a note at the end of the 
section, to read as follows:


Sec. 240.14a-7  Obligations of registrants to provide a list of, or 
mail soliciting material to, security holders.

* * * * *
    Note to Sec. 240.14a-7. Reasonably prompt methods of 
distribution to security holders may be used instead of mailing. If 
an alternative distribution method is chosen, the costs of that 
method should be considered where necessary rather than the costs of 
mailing.

    33. By amending Sec. 240.14c-4 by adding paragraph (d), to read as 
follows:


Sec. 240.14c-4  Presentation of information in information statement.

* * * * *
    (d) Where an information statement is delivered through an 
electronic medium, issuers may satisfy legibility requirements 
applicable to printed documents, such as type size and font, by 
presenting all required information in a format readily communicated to 
investors.
    34. By amending Sec. 240.14c-7 by revising paragraph (c), to read 
as follows:


Sec. 240.14c-7  Providing copies of material for certain beneficial 
owners.

* * * * *
    (c) A registrant, at its option, may send by mail or other equally 
prompt means, its annual report to security holders to the beneficial 
owners whose identifying information is provided by record holders and 
respondent banks, pursuant to Sec. 240.14b-1(b)(3) and Sec. 240.14b-
2(b)(4) (ii) and (iii), provided that such registrant notifies the 
record holders and respondent banks at the time it makes the inquiry 
required by paragraph (a) of this section that the registrant will send 
the annual report to security holders to the beneficial owners so 
identified.
* * * * *
    35. By amending Sec. 240.14d-5 by adding a note at the end of the 
section, to read as follows:


Sec. 240.14d-5  Dissemination of certain tender offers by the use of 
stockholder lists and security position listings.

* * * * *
    Note to Sec. 240.14d-5. Reasonably prompt methods of 
distribution to security holders may be used instead of mailing. If 
alternative methods are chosen, the approximate direct costs of 
distribution shall be computed by adding the estimated direct costs 
of preparing the document for distribution through the chosen medium 
(including updating of shareholder lists) plus the estimated 
reasonable cost of distribution through that medium. Direct costs 
incidental to the distribution of tender offer materials and 
amendments thereto may include all reasonable charges paid by the 
subject company to third parties for supplies or services, including 
costs attendant to preparing shareholder lists, handling the 
bidder's materials, and contacting participants named on security 
position listings, but shall not include indirect costs, such as 
employee time which is devoted to either contesting or supporting 
the tender offer on behalf of the subject company.

    36. By amending Schedule 14D-1F (Sec. 240.14d-102) by adding a note 
to Item 2 of Part I, to read as follows:


Sec. 240.14d-102  Schedule 14D-1F. Tender offer statement pursuant to 
rule 14d-1(b) under the Securities Exchange Act of 1934.

* * * * *
PART I--INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
* * * * *

Item 2. Informational Legends

* * * * *
    Note to Item 2. If the home-jurisdiction document(s) are 
delivered through an electronic medium, the issuer may satisfy the 
legibility requirements for the required legends relating to type 
size and font by presenting the legend in any manner reasonably 
calculated to draw security holder attention to it.
* * * * *
    37. By amending Schedule 14D-9F (Sec. 240.14d-103) by adding a note 
to Item 2 of Part I, to read as follows:


Sec. 240.14d-103  Schedule 14D-9F. Solicitation/recommendation 
statement pursuant to section 14(d)(4) of the Securities Exchange Act 
of 1934 and rules 14d-1(b) and 14e-2(c) thereunder.

* * * * *
Part I--Information Required To Be Sent to Shareholders
* * * * *

Item 2. Informational Legends

* * * * *
    Note to Item 2. If the home jurisdiction document(s) are 
delivered through an electronic medium, the issuer may satisfy the 
legibility requirements for the required legends relating to type 
size and font by presenting the legend in any manner reasonably 
calculated to draw security holder attention to it.
* * * * *

PART 270--GENERAL RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 
1940

    38. The authority citation for Part 270 continues to read, in part, 
as follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-37, 80a-39, unless other 
otherwise noted;
* * * * *
    39. The authority citations following Sec. 270.8b-12 are removed.
    40. By amending Sec. 270.8b-12 by adding paragraph (f) to read as 
follows:


Sec. 270.8b-12  Requirements as to paper, printing and language.

* * * * *
    (f) Where a registration statement or report is distributed through 
an electronic medium, issuers may satisfy legibility requirements 
applicable to printed documents, such as paper size, type size and 
font, bold-face type, italics and red ink, by presenting all required 
information in a format readily communicated to investors, and where 
indicated, in a manner reasonably calculated to draw investor attention 
to specific information.


Sec. 270.30d-1  [Amended]

    41. By amending Sec. 270.30d-1 by revising the word ``mailed'' in 
paragraph (c) to read ``transmitted'', revising the word ``mailed'' in 
the last sentence of paragraph (d)(2) to read ``transmitted'', and 
revising the word ``mailed'' in paragraph (e) to read ``transmitted''.


Sec. 270.30d-2  [Amended]

    42. By amending Sec. 270.30d-2 by removing from the first sentence 
the phrase ``by mail, postage prepaid,''; and in the second sentence, 
by revising the word ``mailed'' to read ``transmitted'' and by revising 
the word ``mailing'' to read ``transmitting''.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

    43. The authority citation for Part 274 continues to read as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, and 80a-29, unless otherwise noted.

    44. By amending Part A, Information Required in a Prospectus, Item 
1(a)(iii) of Form N-1A (referenced in Secs. 239.15A and 274.11A) by 
adding a sentence to the end of the parenthetical following paragraph 
(C) to read as follows:

    [Note: The text of Form N-1A does not and these amendments will 
not appear in the Code of Federal Regulations.]

Form N-1A

* * * * *

PART A

INFORMATION REQUIRED IN A PROSPECTUS

Item 1. Cover Page

    (a) * * *

[[Page 24658]]

    (iii) * * *
    (C) * * * (* * * If the Registrant intends to disseminate its 
prospectus electronically and is an electronic filer, also include 
the information that the Commission maintains a Web site (<a href="http://
www.sec.gov">http://
www.sec.gov</a>) that contains the Statement of Additional Information, 
material incorporated by reference, and other information regarding 
registrants that file electronically with the Commission.);
* * * * *
    45. By amending Part A, Information Required in a Prospectus, Item 
1.1.d of Form N-2 (referenced in Secs. 239.14 and 274.11a-1) by adding 
a sentence at the end of the parenthetical following paragraph (C) to 
read as follows:

    [Note: The text of Form N-2 does not and these amendments will 
not appear in the Code of Federal Regulations.]

Form N-2

* * * * *

PART A-INFORMATION REQUIRED IN A PROSPECTUS

Item 1. Outside Front Cover

    1. * * *
    d. * * *
    (C) * * * (* * * If the Registrant intends to disseminate its 
prospectus electronically and is an electronic filer, also include 
the information that the Commission maintains a Web site (<a href="http://
www.sec.gov">http://
www.sec.gov</a>) that contains the Statement of Additional Information, 
material incorporated by reference, and other information regarding 
registrants that file electronically with the Commission.);
* * * * *
    46. By amending Part A, Information Required in a Prospectus, Item 
1(a)(vi) of Form N-3 (referenced in Secs. 239.17a and 274.11b) by 
adding a sentence at the end of the parenthetical following paragraph 
(C) to read as follows:

    [Note: The text of Form N-3 does not and these amendments will 
not appear in the Code of Federal Regulations.]

Form N-3

* * * * *

Part A

INFORMATION REQUIRED IN A PROSPECTUS

Item 1. Cover Page

    (a) * * *
    (vi) * * *
    (C) * * * (* * *  If the Registrant intends to disseminate its 
prospectus electronically and is an electronic filer, also include 
the information that the Commission maintains a Web site (<a href="http://
www.sec.gov">http://
www.sec.gov</a>) that contains the Statement of Additional Information, 
material incorporated by reference, and other information regarding 
registrants that file electronically with the Commission.);
* * * * *
    47. By amending Part A, Information Required in a Prospectus, Item 
1(a)(v) of Form N-4 (referenced in Secs. 239.17b and 274.11c) by adding 
a sentence at the end of the parenthetical following paragraph (C) to 
read as follows:

    [Note: The text of Form N-4 does not and these amendments will 
not appear in the Code of Federal Regulations.]

Form N-4

* * * * *

Part A

INFORMATION REQUIRED IN A PROSPECTUS

Item 1. Cover Page

    (a) * * *
    (v) * * *
    (C) * * * (* * * If the Registrant intends to disseminate its 
prospectus electronically and is an electronic filer, also include 
the information that the Commission maintains a Web site (<a href="http://
www.sec.gov">http://
www.sec.gov</a>) that contains the Statement of Additional Information, 
material incorporated by reference, and other information regarding 
registrants that file electronically with the Commission.);
* * * * *
    By the Commission.

    Dated: May 9, 1996.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-12177 Filed 5-14-96; 8:45 am]
BILLING CODE 8010-01-P