Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Rules and Regulations 24651

65Under section 10(a)(3) of the Securities Act, a

fund that continuously offers its shares would have

to amend its prospectus no less frequently than

every 16 months in order to include updated

financial statements.

66With unscheduled material prospectus

amendments for which such advance notice would

not be feasible, the fund would need to use other

forms of notification such as a postcard or e-mail

message. See October Interpretive Release, supra

note 1, example 43.

67The facts of this example should not be read

as imposing any obligation on the issuer to make

such other versions of its prospectus available to

any person.

68Alternatively, the company may file with the

Commission as an appendix to the prospectus the

script of the movie and a fair and accurate narrative

description of the graphic or image material. See

October Interpretive Release, supra note 1, example

13.

69Of course, the general principles concerning

electronic delivery, as described in the October

Interpretive Release, supra note 1, would apply.

70See id. at 53460.

fund’s financial information and making

other changes.65 The fund has provided

notification that the prospectus will be

updated by including notification in the

preceding account statement or

shareholder newsletter; the notification

provides the approximate date on which

the amendment will be available. A

subsequent amendment to the fund’s

prospectus reflects the addition of a

redemption fee. Notification of the

prospectus amendment has been

included in the preceding statement or

newsletter.66

Just as the use of a newsletter or

statement in example 46 in the October

Interpretive Release constituted

sufficient notice for effective delivery of

the semi-annual reports required under

the Investment Company Act of 1940,

the use of a newsletter or statement here

would constitute sufficient notice for

effective delivery with respect to the

scheduled prospectus update.

(6) A fund’s on-line prospectus has

the same text as the paper version, but

the text appears in a different format.

For example, text that appears as a block

in the margin of a page in the paper

prospectus appears in a box in the flow

of the text in the electronic version. The

fund does not make a separate filing

under Securities Act Rule 497 with

respect to the electronic version.

The mere difference in format without

any difference in text would not qualify

the electronic version as a different

‘‘form of prospectus’’ for which filing is

required.

(7) An investment company produces

both an electronic version (such as a

CD-ROM) and a paper version of its

prospectus. Each version contains all

information required by, and otherwise

complies with, the applicable form and

all other applicable provisions of the

federal securities laws. The electronic

version contains a movie that does not

appear in the paper version. Each

version of the prospectus indicates that

there may be other versions of the

prospectus and, if the issuer determines

to make such other versions available,

provides information on how to obtain

such other versions.67 The paper

version does not include a summary or

transcript of the movie in the electronic

version. Both versions of the prospectus

are filed with the Commission as part of

the company’s registration statement, or

separately pursuant to Rule 497.68

The use of either version of the

prospectus to satisfy delivery

requirements would be permissible.69

The issuer (or other party to whom the

law assigns the responsibility) remains

responsible for ensuring that each

version satisfies applicable statutory

requirements.70

V. Solicitation of Comments

Any interested person wishing to

submit written comments relating to the

views expressed in this release are

invited to do so by submitting them in

triplicate to Jonathan G. Katz, Secretary,

Securities and Exchange Commission,

450 Fifth Street, N.W., Mail Stop 6–9,

Washington, D.C. 20549. Comments also

may be submitted electronically at the

following electronic mail address: rulecomments@sec.gov. All comment letters

should refer to File Number S7–13–96.

This file number should be included on

the subject line if comments are

submitted using electronic mail.

Comment is requested not only on the

specific issues discussed in detail in the

release, but on any other issues that

should be considered in connection

with facilitating the use of electronic

media by broker-dealers, transfer agents,

and investment advisers. Comment is

sought from both the point of view of

the sender and the intended recipient.

The Commission further requests

comment on any competitive burdens

that may result from this interpretation.

Comments must be received on or

before July 1, 1996. Comments received

will be available for public inspection

and copying in the Commission’s public

reading room, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Electronically

submitted comment letters will be

posted on the Commission’s Internet

web site (http://www.sec.gov).

List of Subjects

17 CFR Parts 231 and 241

Securities.

17 CFR Parts 271 and 276

Investment companies, Securities.

Amendment to the Code of Federal

Regulations

The Commission is amending Title

17, Chapter II of the Code of Federal

Regulations in the manner set forth

below:

PART 231—INTERPRETATIVE

RELEASES RELATING TO THE

SECURITIES ACT OF 1933 AND

GENERAL RULES AND REGULATIONS

THEREUNDER

Part 231 is amended by adding

Release No. 33–7288 and the release

date of May 9, 1996 to the list of

interpretive releases.

PART 241—INTERPRETATIVE

RELEASES RELATING TO THE

SECURITIES EXCHANGE ACT OF 1934

AND GENERAL RULES AND

REGULATIONS THEREUNDER

Part 241 is amended by adding

Release No. 34–37182 and the release

date of May 9, 1996 to the list of

interpretive releases.

PART 271—INTERPRETATIVE

RELEASES RELATING TO THE

INVESTMENT COMPANY ACT OF 1940

AND GENERAL RULES AND

REGULATIONS THEREUNDER

Part 271 is amended by adding

Release No. IC–21945 and the release

date of May 9, 1996 to the list of

interpretive releases.

PART 276—INTERPRETATIVE

RELEASES RELATING TO THE

INVESTMENT ADVISERS ACT OF 1940

AND GENERAL RULES AND

REGULATIONS THEREUNDER

Part 276 is amended by adding

Release No. IA–1562 and the release

date of May 9, 1996 to the list of

interpretive releases.

By the Commission.

Dated: May 9, 1996.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–12176 Filed 5–14–96; 8:45 am]

BILLING CODE 8010–01–P
24652 Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Rules and Regulations

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 SK [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.

37The 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).

38Release No. 33–7234 (October 6, 1995) [60 FR

53468].

39These 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).

40Certain clarifying modifications have been

made to the proposed language of Rule 304(c) of

Regulation S–T and the note to Rule 14d–5.

41See 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 openend investment companies; Form N–2 for closedend 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).

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.

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, 1

Item 502 of Regulation S-B; 2 Item 502

of Regulation S–K; 3 Rule 120 4 of the

Securities Act of 1933 (‘‘Securities

Act’’); 5 Rule 253 of Regulation A; 6 Rule

420 of Regulation C; 7 Rules 481 and 482

of Regulation C; 8 Rule 605 of Regulation

E; 9 Rule 304 of Regulation S–T; 10 Forms

F–7, 11 F–8, 12 F–9, 13 F–10 14 and F–80; 15

Rule 12b–12; 16 Rule 13e–3; 17 Rule 13e–

4; 18 Schedule 13E–4F; 19 Rule 14a–3; 20

Rule 14a–5; 21 Rule 14a–7; 22 Rule 14c–

4; 23 Rule 14c–7; 24 Rule 14d–5; 25

Schedule 14D–1F;26 Schedule 14D–

9F; 27 under the Securities Exchange Act

of 1934 (‘‘Exchange Act’’); 28 and Rule

8b–12; 29 Rule 30d–1; 30 Rule 30d–2; 31

Form N–1A; 32 Form N–2; 33 Form N–

3; 34 and Form N–4 35 under the

Investment Company Act of 1940

(‘‘Investment Company Act’’). 36

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.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’’).38

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.39 Except as noted,

the Commission is adopting the

amendments as proposed,40 and certain

other technical rule changes are being

made that did not require proposal.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.

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.
Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Rules and Regulations 24653

42See 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.

44Of 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.

45See e.g., Rule 14d–4(a)(2)(ii) [17 CFR 240.14d–

4(a)(2)(ii)].

46Where 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.

47 Item 502(a) of Regulations S–K and S–B [17

CFR 229.502(a) and 228.502(a), respectively].

48See Commission News Release No. 95–195

(September 28, 1995).

49A 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.

51See 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.

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.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.43

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.44

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,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.46

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.47

The Commission now also makes

electronic filings publicly available on

the Internet within 24 hours of

acceptance.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.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.50

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.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.

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.
24654 Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Rules and Regulations

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 § 200.80 by adding

paragraph (c)(3), to read as follows:

§ 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 § 228.502 by revising

paragraph (a)(2) to read as follows:

§ 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

* * * * *

§ 228.601 [Amended]

5. By amending § 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 § 229.502 by revising

paragraph (a)(2) to read as follows:

§ 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 §§ 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 § 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 § 230.120 to read as

follows:

§ 230.120 Inspection of registration

statements.

Except for material contracts or

portions thereof accorded confidential

treatment pursuant to § 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 § 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:

§ 230.253 Offering circular.

* * * * *
Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Rules and Regulations 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 § 230.420 by

designating the text as paragraph (a) and

by adding paragraph (b), to read as

follows:

§ 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, boldface 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 § 230.481 to add

paragraph (h) to read as follows:

§ 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, boldface 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 § 230.482 by

removing the note following paragraph

(a)(7) and adding a note to paragraph

(a)(6), to read as follows:

§ 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 § 230.605 by

designating the text of paragraph (c) as

paragraph (c)(1) and by adding

paragraph (c)(2) to read as follows:

§ 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 § 232.304 by revising

the section heading, paragraphs (a),

(b)(1), and (c) to read as follows:

§ 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 antifraud 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 fiveyear 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 § 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 § 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 § 239.39) by adding a note

to Part I, Item 2, to read as follows:
24656 Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Rules and Regulations

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 § 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 § 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

§ 240.14d–5 is removed.

26. By amending § 240.12b–12 by

adding paragraph (e) to read as follows:

§ 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 § 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:

§ 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 § 240.13e–4 by

revising paragraph (e)(1)(ii)(A), to read

as follows:

§ 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

(§ 240.13e–102) by adding a note to Item

2 of Part I, to read as follows:

§ 240.13e–102 Schedule 13E–4F. Tender

offer statement pursuant to section 13(e)(1)

of the Securities Exchange Act of 1934 and

§ 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 § 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:

§ 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 § 240.14a–5 by

designating the text of paragraph (d) as

paragraph (d)(1) and by adding

paragraph (d)(2), to read as follows:

§ 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.

* * * * *
Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Rules and Regulations 24657

32. By amending § 240.14a–7 by

adding a note at the end of the section,

to read as follows:

§ 240.14a–7 Obligations of registrants to

provide a list of, or mail soliciting material

to, security holders.

* * * * *

Note to § 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 § 240.14c–4 by

adding paragraph (d), to read as follows:

§ 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 § 240.14c–7 by

revising paragraph (c), to read as

follows:

§ 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 § 240.14b–1(b)(3) and

§ 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 § 240.14d–5 by

adding a note at the end of the section,

to read as follows:

§ 240.14d–5 Dissemination of certain

tender offers by the use of stockholder lists

and security position listings.

* * * * *

Note to § 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

(§ 240.14d–102) by adding a note to Item

2 of Part I, to read as follows:

§ 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

(§ 240.14d–103) by adding a note to Item

2 of Part I, to read as follows:

§ 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

§ 270.8b–12 are removed.

40. By amending § 270.8b–12 by

adding paragraph (f) to read as follows:

§ 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.

§ 270.30d–1 [Amended]

41. By amending § 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’’.

§ 270.30d–2 [Amended]

42. By amending § 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 §§ 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) * * *
24658 Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Rules and Regulations

(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 (http://www.sec.gov) 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 §§ 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 (http://www.sec.gov) 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 §§ 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 (http://www.sec.gov)

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 §§ 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 (http://www.sec.gov) 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