Electronic Delivery of Information Under the Federal Securities Laws

SECURITIES AND EXCHANGE
COMMISSION
17 CFR Parts 240, 270, and 303 [Release No. 33–11430; 34–105921; 39– 2564; IA–6980; IC–36252; File No. S7–2026– 25] RIN 3235–AN57 Electronic Delivery of Information Under the Federal Securities Laws AGENCY: Securities and Exchange Commission. ACTION: Proposed rule. SUMMARY: The Securities and Exchange Commission (the ‘‘SEC’’ or the ‘‘Commission’’) is proposing Regulation E-Delivery. The proposed rule sets forth conditions for covered entities to deliver covered information to covered recipients electronically without first obtaining their affirmative consent. The proposed rule further establishes conditions under which the Commission would consider delivery requirements under the Federal securities laws to be satisfied by electronic delivery. The Commission also is proposing to rescind the rule providing alternative means for registered investment companies to satisfy shareholder report transmission requirements, and to amend rules addressing the dissemination of proxy materials and tender offer materials. DATES: This proposal was published in the Federal Register on July 21, 2026. Comments should be received on or before September 21, 2026. ADDRESSES: Comments may be submitted by any of the following methods:
Electronic Comments

• Use the Commission’s internet
  comment form (https://www.sec.gov/ comments/s7-2026-25/electronic￾delivery-information-under-federal￾securities-laws); or
• Send an email to rule-comments@
  sec.gov. Please include File Number S7– 2026–25 in the subject line; Paper Comments
• Send paper comments to Vanessa
  A. Countryman, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number S7–2026–25. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s website (https://www.sec.gov/rules￾regulations/public-comments/s7-2026- 25). Do not include personally identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. Studies, memoranda, or other substantive items may be added by the Commission or staff to the comment file during this rulemaking. A notification of the inclusion in the comment file of any such materials will be made available on the Commission’s website. To ensure direct electronic receipt of such notifications, sign up through the ‘‘Stay Connected’’ option at www.sec.gov to receive notifications by email. A summary of the proposal of not more than 100 words is posted on the Commission’s website (https:// www.sec.gov/rules-regulations/2026/07/ s7-2026-25). FOR FURTHER INFORMATION CONTACT:
  Andrew Deglin, Pamela Ellis, and Sam Thomas, Senior Counsels; Ted Uliassi, Branch Chief; Amanda Hollander Wagner, Senior Special Counsel; Brian McLaughlin Johnson and Robert Holowka, Assistant Directors, Rulemaking Office, Division of Investment Management, (202) 551– 6792 or (202) 551–6787; Laura McKenzie, Special Counsel, or Christina Chalk, Associate Chief, in the Office of Mergers and Acquisitions, (202) 551– 3440; Kasey Levit, Special Counsel, or Heather Maples, Senior Special Counsel, in the Office of Chief Counsel, (202) 551–3500, Division of Corporation Finance; Emily Hellman and Leah Levi, Special Counsels; Meredith MacVicar, Senior Special Counsel; Kelly Shoop, Branch Chief; Lourdes Gonzalez, Assistant Chief Counsel, Office of Chief Counsel, Division of Trading and Markets, (202) 551–5550; Kevin Schopp, Senior Special Counsel, Office of Clearance and Settlement, Division of Trading and Markets, (202) 551–5550, Securities and Exchange Commission, 100 F Street NE, Washington, DC, 20549. SUPPLEMENTARY INFORMATION: The Commission is proposing to amend or add the following rules and forms:
  Commission reference Name 17 CFR citation Securities Exchange Act of 1934 ............................................................ Rule 14a–1 .................................... § 240.14a–1. Rule 14a–2 .................................... § 240.14a–2. Rule 14a–3 .................................... § 240.14a–3. Ruel 14a–5 .................................... § 240.14a–5. Rule 14a–7 .................................... § 240.14a–7. Rule 14a–13 .................................. § 240.14a–13. Rule 14a–16 .................................. § 240.14a–16. Rule 14a–101 ................................ § 240.14a–101. Rule 14b–1 .................................... § 240.14b–1. Rule 14b–2 .................................... § 240.14b–2. Rule 14c–1 .................................... § 240.14c–1. Rule 14c–2 .................................... § 240.14c–2. Rule 14c–3 .................................... § 240.14c–3. Rule 14c–4 .................................... § 240.14c–4. Rule 14c–7 .................................... § 240.14c–7. Rule 14c–101 ................................ § 240.14c–101. Rule 14d–5 .................................... § 240.14d–5. Rule 17a–3 .................................... § 240.17a–3. Investment Company Act of 1940 ........................................................... Rule 30e–3 .................................... § 270.30e–3. Regulation E-Delivery (17 CFR 303.100 through 303.104) .................... Regulation E-Delivery .................... §§ 303.100 through 303.104.

1Reg E-Delivery, if it is adopted, would be codified at 17 CFR 303.100–104. This release generally uses the term ‘‘e-delivery’’ unless the context would more appropriately require ‘‘electronic delivery’’ (in particular, referencing specific provisions of proposed Reg E-Delivery that use the term ‘‘electronic delivery’’). Reg E-Delivery would address only the procedural aspects under the Federal securities laws of electronic delivery, and, except as provided in the proposed rule, would not otherwise affect the rights and responsibilities of any party under the Federal securities laws. See 1995 Guidance, infra footnote 3, at text accompanying n.11. 2 If adopted as proposed, Reg E-Delivery would supersede the 1995 Guidance and 1996 Guidance in their entirety, with certain principles from these releases reaffirmed in any release adopting Reg E￾Delivery. We anticipate that we would retain the majority of the 2000 Guidance, and only certain sections and examples would be superseded by Reg E-Delivery. See infra footnote 3 and section II.G. 3See, e.g., Use of Electronic Media for Delivery Purposes, Investment Company Act Release No. 21399 (Oct. 6, 1995) [60 FR 53458 (Oct. 13, 1995)] (‘‘1995 Guidance’’) (stating that the Commission believes that the use of electronic media should be at least an equal alternative to the use of paper￾based media, and accordingly, issuer or third-party information that can be delivered in paper under the Federal securities laws may be delivered in electronic format); Use of Electronic Media by Broker-Dealers, Transfer Agents, and Investment Advisers for Delivery of Information, Investment Company Act Release No. 21945 (May 9, 1996) [61 FR 24644 (May 15, 1996)] (‘‘1996 Guidance’’); Use of Electronic Media, Investment Company Act Release No. 24426 (Apr. 28, 2000) [65 FR 25843 (May 4, 2000)] (‘‘2000 Guidance’’) (1995 Guidance, 1996 Guidance, and 2000 Guidance, collectively ‘‘E￾Delivery Guidance’’); see also infra section I.B. 4See infra section I.B.
Table of Contents
I. Introduction and Background
A. Current Commission Approach Regarding the Use of Electronic Media B. Information About E-Delivery Preferences
C. Other Developments Informing the
Commission’s Approach to Delivering Information D. Overview of Proposed New E-Delivery Framework
II. Discussion
A. Considerations and Goals Informing Proposed E-Delivery Approach B. E-Delivery Methods and Requirements
1. General Use and Scope of Proposed Rule
2. Disclosure of E-Delivery
3. Delivery of Statement of Availability of
Covered Information to an Electronic Address
4. Direct Delivery of Covered Information
that Does Not Include Personal Financial Information to an Electronic Address
5. Delivery of Covered Information that
Includes PFI
6. Timing, Form, and Manner of E-Delivery
7. Obligation of Covered Entities to Provide
Paper Copies of Covered Information and Permit Opting Out of E-Delivery
8. Updates to Electronic Address and
Choice of Type of Electronic Address
9. Identifying and Remediating E-Delivery
Failures
C. Requirements for website Availability of
Covered Information
D. Special Provision for Covered Recipients Receiving Paper: Required Notices and Transition Process for Default Electronic Delivery
1. Scope of Application and Transition
Process for Default E-Delivery
2. Required Notices During the Transition
Process
E. E-SIGN Act
F. Amendments to Current Commission Rules to Facilitate Proposed E-Delivery Approach
1. Rescission of Rule Addressing internet
Availability of Fund Shareholder Reports
2. Amendments to Requirements for the
Dissemination of Proxy Materials and Tender Offer Materials G. Existing Commission Guidance H. Compliance Period
III. Economic Analysis
A. Introduction
B. Baseline and Affected Parties
1. Guidance and Existing Regulations
Governing Use of Electronic Media
2. Affected Parties
3. External Studies
C. Benefits and Costs
1. Benefits
2. Costs
3. Monetized Benefits and Costs
D. Effects on Efficiency, Competition and Capital Formation E. Reasonable Alternatives
1. Charging for Paper Delivery
2. Additional Paper Notices Following
Transition to Default E-Delivery
3. Access Equals Delivery Approach to E￾Delivery
4. Alternative Notice and Access Approach
To E-Delivery (Permitting Paper Notice)
5. Alternatives to Proposed Definition of
PFI and Requirements Regarding E￾Delivery of Covered Information Containing PFI
6. Alternatives to Proposed Transition
Process
7. Alternatives for Smaller Covered Entities
F. Request for Comment
IV. Paperwork Reduction Act Analysis
A. Reg E-Delivery: Disclosure of Electronic Delivery B. Reg E-Delivery: E-Delivery Methods
C. Reg E-Delivery: Delivery of Covered
Information in Paper on Request D. Reg E-Delivery: Identifying and Remediating E-Delivery Failures E. Reg E-Delivery: Requirements for website Availability of Covered Information F. Reg E-Delivery: Initial and Follow-Up Notices G. Reg E-Delivery: Aggregate Paperwork Reduction Act Burden H. Rule 30e–3
I. Regulations 14A and 14C and Rule 14d–
5
J. Request for Comment
V. Initial Regulatory Flexibility Analysis
A. Reasons for and Objectives of the Proposed Actions B. Legal Basis
C. Small Entities Subject to the Proposed
Rule
D. Projected Reporting, Recordkeeping, and Other Compliance Requirements E. Duplicative, Overlapping, or Conflicting Federal Rules F. Significant Alternatives G. General Request for Comment
VI. Congressional Review Act
VII. Other Matters
Statutory Authority
I. Introduction and Background
The Commission is proposing Regulation E-Delivery (‘‘Reg E-Delivery’’ or the ‘‘proposed rule’’). If it is adopted, issuers and market intermediaries, among others, that comply with the conditions of Reg E-Delivery would be assured that they have satisfied, through the use of electronic delivery (‘‘e￾delivery’’), applicable requirements to deliver required disclosures, reports, and other regulatory materials under the Federal securities laws.1 Reg E-Delivery would not require obtaining affirmative consent from investors and others before using e-delivery. Currently, many required regulatory disclosures and reports under the Federal securities laws typically are delivered in paper, unless the person with a right to receive these disclosures and reports affirmatively elects otherwise. If adopted as proposed, Reg E-Delivery generally would supersede the Commission’s current approach in its E￾Delivery Guidance, which is based largely on an ‘‘opt-in’’ approach to e￾delivery.2 The Commission has long appreciated that using electronic media to deliver regulatory information may enhance a recipient’s ability to access, research, and analyze this information as well as provide issuers, market intermediaries, and others with a rapid, cost-efficient, widespread, and secure delivery method.3 Our proposal draws on the Commission’s experience of more than 30 years with the use of electronic media to provide investors and others with information. Our proposal also reflects the significant advances in electronic communication technologies and the increased adoption of those technologies, particularly following the COVID–19 pandemic, that have occurred since the Commission’s initial publication of guidance on the use of electronic media to deliver required regulatory documents and reports.4 These advances and adoptions include, among others, the breadth of means through which individuals can now access data, such as through smartphones and tablets; and the growth of cloud storage of data (in turn increasing the data that is available online). More recently, particularly in the financial industry, these advances and potential technological breakthroughs also include, among others, the use of artificial intelligence (‘‘AI’’); the use of blockchain technology

5See infra sections I.B and I.C.
6See infra section I.B. We understand, for example, that some current e-delivery methods may require the recipient to use multiple ‘‘clicks’’ to access information online, which may make it challenging for that recipient to access information easily. We also understand that investors and others may have concerns about the security of regulatory disclosures and reports that contain personal financial information being delivered using e￾delivery. See infra sections II.B.3 and II.B.5. 7See infra section III.B.1 (comparing the proposed conditions to the E-Delivery Guidance). 8See 1995 Guidance, supra footnote 3, at section I (explaining that ‘‘[t]he federal securities statutes do not prescribe the medium to be used for providing information by or on behalf of issuers, or by or on behalf of third parties with respect to issuers’’); 1996 Guidance, supra footnote 3, at
section II (providing guidance intended for broker￾dealers, transfer agents, and investment advisers in
using electronic media to satisfy delivery requirements under the Federal securities laws). 9See E-Delivery Guidance, supra footnote 3. 10 Informed consent generally requires that the investor agrees, given notice and access, to accept delivery of a regulatory disclosure or report electronically, instead of by paper. See, e.g.,1995 Guidance, supra footnote 3, at n.29 and accompanying text; 2000 Guidance, supra footnote 3, at section II.A.1 (providing guidance regarding informed consent obtained telephonically). in connection with securities offerings and the transfer of shares; and the issuance, custody and trading of assets that are issued or transferred using distributed ledger technology. In light of these developments, diverse financial industry stakeholders have suggested through multiple channels, including in response to Commission rulemakings, that the Commission consider updating the current e-delivery framework.5 After considering their suggestions, which we discuss in more detail below, we are proposing a new rule that reflects the preferences of many individuals and other recipients of information. Proposed Reg E-Delivery would set forth conditions for delivering information electronically without first obtaining recipients’ affirmative consent, while providing the ability to ‘‘opt out’’ of e￾delivery and promptly receive regulatory disclosures and reports in paper, free of charge. Proposed Reg E-Delivery also would establish conditions under which the Commission would consider delivery requirements under the Federal securities laws to have been satisfied by e-delivery. These conditions reflect our understanding of common e-delivery practices, while providing flexibility to accommodate others that may arise. They are also designed to help ensure that materials are delivered in a user￾friendly format while also protecting personal financial information.6 The proposed conditions furthermore are designed to provide relevant and consistent information about the process to opt out of e-delivery, receive paper copies of covered information upon request, and update one’s electronic address (all free of charge). This would help ensure that investors and other recipients receive information in their preferred format, particularly in view of the default e-delivery approach under the proposed rule. We recognize that these conditions may differ from how some firms currently deliver materials electronically, the terms of which are often set forth in account agreements or otherwise by contract.7 To the extent those firms wish to rely on Reg E￾Delivery to deliver information using e￾delivery, they will need to alter certain of their e-delivery practices to align with the conditions imposed by Reg E￾Delivery. The Commission also is proposing to rescind rule 30e–3 under the Investment Company Act of 1940 (the ‘‘Investment Company Act’’) and to amend certain rules in Regulations 14A and 14C and rule 14d–5 under the Securities Exchange Act of 1934 (the
‘‘Exchange Act’’) to facilitate, and promote consistency with, the proposed new e￾delivery framework. The proposal is expected to provide cost savings to issuers, market intermediaries, and ultimately investors and others who receive regulatory information, by permitting those who elect to rely on Reg E-Delivery to provide required regulatory disclosures and reports by e-delivery as the default delivery option. We anticipate that this aspect of the proposal could be more cost-effective and efficient than providing paper delivery to those who do not otherwise express a preference for paper delivery. The proposal also is designed to encourage the benefits that increased e-delivery would bring to recipients of regulatory information, for example through increased accessibility, security, and the opportunity for a more engaging experience with disclosure. A. Current Commission Approach Regarding the Use of Electronic Media Recognizing that the Federal securities laws generally do not prescribe the particular medium (i.e., in paper format) by which regulatory disclosures and reports are to be delivered, the Commission historically has addressed the use of e-delivery through interpretative guidance.8 Through the Commission’s E-Delivery Guidance, the Commission discussed the three factors—notice, access, and evidence of delivery—that issuers and certain market intermediaries using e￾delivery should consider as they assess their compliance with the delivery requirements under the Federal securities laws.9

• Notice: This factor reflects the
  extent to which an electronic communication provides timely and adequate notice that information is available electronically.
• Access: This factor reflects the
  principle that the recipient of regulatory information should be able to access information electronically in a format that is comparable to what would have been provided in paper format, and the means to access that information should not be so burdensome that the intended recipient cannot effectively access it.
• Evidence of delivery: This factor
  reflects the principle that the issuer or market intermediary should have reason to believe that delivery of information electronically has resulted or would result in satisfaction of the delivery requirements under the Federal securities laws. In each E-Delivery Guidance release, the Commission provided a non￾exclusive and non-exhaustive series of examples to illustrate how these concepts apply to specific facts and circumstances. These examples were designed in part to apply the notice, access, and evidence of delivery framework to different types of communications and methods of e￾delivery, and in the context of different relationships between the individual receiving the communication and the issuer or market intermediary sending the communication. In each release, the Commission also expressed its views on the use of informed consent as a way to satisfy the ‘‘evidence of delivery’’ factor, including when procedures incorporating informed consent would be necessary to satisfy evidence of delivery, and what actions an issuer or intermediary would need to take to obtain informed consent.10 Because of the guidance regarding informed consent, issuers and market intermediaries generally deliver regulatory documents and reports in paper format unless the recipient consents or ‘‘opts in’’ to e-delivery. In the E-Delivery Guidance, the Commission stated that an issuer or market intermediary that structures its delivery in accordance with the principles and examples set forth in those releases could be assured that it was satisfying its delivery obligations under the Federal securities laws. Nevertheless, the Commission recognized that an issuer or market intermediary could develop a method of e-delivery that differs from the principles and examples that also could

11See 1995 Guidance, supra footnote 3, at section II.B. 12Meanwhile, staff has observed that, in the decades following the publication of the E-Delivery Guidance, a number of examples in the guidance have become technologically outdated. See, e.g., 1995 Guidance, supra footnote 3, at Example 4 (discussing, in part, consent to delivery using a floppy disk). 13See, e.g., Securities Offering Reform, Securities Act Release No. 8591 (July 19, 2005) [70 FR 44721 (Aug. 3, 2005)] (in part, adopting an ‘‘access equals delivery’’ model for the delivery of final prospectuses, subject to certain conditions) (‘‘Securities Offering Reform Adopting Release’’); internet Availability of Proxy Materials, Securities Exchange Act Release No. 55146 (Jan. 22, 2007) [72 FR 4148 (Jan. 29, 2007)] (‘‘E-Proxy Adopting Release’’); Enhanced Disclosure and New Prospectus Delivery Option for Registered Open￾End Management Investment Companies, Investment Company Act Release No. 28584 (Jan. 13, 2009) [74 FR 4545 (Jan. 26, 2009)] (‘‘2009 Summary Prospectus Adopting Release’’); Updated Disclosure Requirements and Summary Prospectus for Variable Annuity and Variable Life Insurance Contracts, Investment Company Act Release No. 33814 (Mar. 11, 2020) [85 FR 29614 (May 18, 2020)] (‘‘VASP Adopting Release’’); Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds; Fee Information in Investment Company Advertisements, Investment Company Act Release No. 34731 (Oct. 26, 2022) [87 FR 72758 (Nov. 25, 2022)] (‘‘Tailored Shareholder Reports Adopting Release’’) at section II (discussing, in part, how funds have incentives to present more interactive, dynamic disclosure on their websites and that funds are encouraged to use online tools such as expense calculators to enhance an investor’s understanding of material in annual reports); Regulation S–P: Privacy of Consumer Financial Information and Safeguarding Personal Information, Securities Exchange Act Release No. 100155 (May 16, 2024) [89 FR 47688 (June 3, 2024)] (‘‘Regulation S–P Adopting Release’’) at n.200 (addressing circumstances under which certain required notices under Regulation S–P may be provided electronically). 14See, e.g., 2009 Summary Prospectus Adopting Release, supra footnote 13, at paragraph accompanying nn.24–29. 15See, e.g., Request for Comment on Fund Retail Investor Experience and Disclosure, Investment Company Act Release No. 33113 (June 5, 2018) [83 FR 26891 (June 11, 2018)]. 16See, e.g., Letter from Fidelity Investments, The Charles Schwab Corporation, and BlackRock, Inc. to SEC Chairman Jay Clayton (Sept. 8, 2020) (‘‘the work of print vendors and suppliers relied upon by the financial services industry has been hindered by the pandemic crisis and related Federal, State and local orders and ordinances’’), available at https:// www.fidelity.com/bin-public/060_www_fidelity_ com/documents/about-fidelity/digital-delivery￾letter.pdf; Order Under Section 36 of the Securities Exchange Act of 1934 Modifying
Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies, Securities Exchange Act Release No. 88465 (Mar. 25, 2020) (among other relief, suspending the requirement to furnish proxy statements, annual reports, and other soliciting materials, as applicable, through the U.S. mail, subject to certain conditions); Order under Section 6(c) and Section 38(a) of the Investment Company Act of 1940 Granting Exemptions from Specified Provisions of the Investment Company Act and Certain Rules Thereunder; Commission Statement Regarding Prospectus Delivery, Investment Company Act Release No. 33824 (Mar. 25, 2020) (in
part, temporarily exempting registered management
investment companies from the requirement to transmit annual and semi-annual reports to investors); Staff Guidance for Conducting Shareholder Meetings in Light of COVID–19 Concerns (last updated Apr. 7, 2020), available at https://www.sec.gov/ocr/staff-guidance-conducting￾annual-meetings-light-covid-19-concerns (in part, permitting issuers to furnish proxy materials through the ‘‘notice-only’’ e-delivery option, without meeting all aspects of the notice and timing requirements of rule 14a-16, because of delays in printing and mailing of the full set of their materials due to the impact of COVID–19); Staff Statement Regarding Temporary International Mail Service Suspensions to Certain Jurisdictions Related to the COVID–19 Pandemic (June 24, 2020), available at https://www.sec.gov/tm/temporary-international￾mail-service-suspension. By contrast, the Commission is not aware of similar delivery challenges with regulatory documents and reports that were electronically delivered during that period. 17See, e.g., Letter from Broadridge Financial Solutions, Inc. to FINRA (July 14, 2025) (‘‘Broadridge Letter’’) available at https:// www.finra.org/sites/default/files/NoticeComment/ Broadridge%20Comment%20 Letter%20to%20FINRA%20-%2007-14-2025.pdf (stating, for example, that broker-dealers save an average of $0.75 on paper and postage when a typical account statement is e-delivered instead of mailed and that equity operating companies save several dollars on each proxy statement that is e￾delivered instead of mailed); Letters from Investment Company Institute to Chairman Paul S. Atkins (Nov. 18, 2025 and Apr. 11, 2025), available at https://www.ici.org/system/files/2025-11/25-cl￾edelivery-framework-recommendations.pdf and https://www.ici.org/system/files/2025-04/25-cl￾chair-atkins-investor-priorities.pdf (‘‘Nov. 2025 ICI Letter’’ and ‘‘Apr. 2025 ICI Letter,’’ respectively, and collectively, ‘‘ICI Letters’’) (suggesting, in part, that default e-delivery would save funds and their shareholders annual savings of between $589 million to $797 million and projected cumulative savings of $3 billion to $4 billion over five years, and stating that funds are operationally ready to implement e-delivery as a default delivery method). 18See, e.g., SEC Chair Atkins on Protecting Investors, Promoting Markets, Powering Growth—A Conversation at SIFMA’s 2025 Annual Meeting (Nov. 5, 2025) (discussing the SEC’s agenda and priorities, including e-delivery), available at https:// www.sifma.org/news/blog/sec-chair-atkins-on￾protecting-investors-promoting-markets-powering￾growth; Chairman Paul Atkins, American Leadership in the Digital Finance Revolution, Securities and Exchange Commission (July 31,
2025) available at https://www.sec.gov/newsroom/
speeches-statements/atkins-digital-finance￾revolution-073125 (discussing the launch of Project Crypto); Commissioner Hester Peirce, Misery Loves [Investment] Company: Remarks at the 2026 Investment Company Institute Investment Management Conference (Mar. 24, 2026), available at https://www.sec.gov/newsroom/speeches￾statements/peirce-remarks-investment-company￾institute-032426 (‘‘We should consider a proposal either to make electronic delivery the default or even to allow firms to offer disclosure in whatever form they prefer’’); see also Tailored Shareholder Reports Adopting Release, supra footnote 13 (acknowledging the concerns raised by commenters about the method of delivery of fund regulatory materials and stating, in part, that ‘‘reconsidering the Commission’s e-delivery regime for fund materials, however, merits further consideration’’). satisfy delivery obligations under the Federal securities laws.11 Since the publication of the E￾Delivery Guidance, the Commission has continued to explore how e-delivery could be used by issuers and market intermediaries to improve their ability to communicate with investors and others, as well as how electronic media could be used to enhance required disclosure.12 Over the past twenty-plus years, the Commission also has addressed disclosure approaches involving electronic media in discrete contexts involving standardized documents—including the development of concise, layered disclosure and overlays to that disclosure, such as calculators, hover-over or pop-up information, and interactive features to customize disclosure—without changing the general framework discussed in the E-Delivery Guidance.13 The adoption of these disclosure approaches reflected the Commission’s acknowledgement of the potential benefits of using electronic media to deliver regulatory information, as well as interest in harnessing the power of technological advances to provide better access to information.14 Further, in releases recognizing that many Americans have demonstrated a growing preference for consuming information through electronic media as the use of the internet has grown, the Commission has sought information about the use of the internet to communicate and find information about fund investments.15 In addition, cognizant of the experiences of investors, issuers, intermediaries, and other entities during the COVID–19 pandemic that illustrated some disadvantages and risks of reliance on delivery of regulatory disclosure documents and reports solely in paper, the Commission and its staff provided temporary emergency relief to market participants from various requirements under the Federal securities laws, including paper delivery requirements.16 We understand that disclosure approaches involving e￾delivery have provided cost savings to issuers, market intermediaries, and ultimately to investors and other recipients of regulatory information.17 Meanwhile, the Commission, as well as the current Chairman of the Commission,
have signaled their interest in initiatives that would foster and harness the benefits of electronic media, and other innovative new technologies for investors.18 B. Information About E-Delivery Preferences Our understanding about preferences for electronic media is informed by many sources, including studies and data about Americans’ access to and use of the internet and recently-conducted investor testing surveys, as well as past disclosure reform initiatives. Since the decades-old E-Delivery Guidance releases were published, there have

19See Federal Communications Commission, Fourteenth Broadband Deployment Report (Jan. 13, 2021), p. 19 and Appendix H, available at https:// docs.fcc.gov/public/attachments/FCC-21-18A1.pdf (‘‘Broadband Deployment Report’’). The term ‘‘advanced telecommunications capability’’ is defined, without regard to any transmission media or technology, as high-speed, switched, broadband telecommunications capability that enables users to originate and receive high-quality voice, data, graphics, and video telecommunications using any technology. 47 U.S.C. 1302(d)(1); see also Broadband Deployment Report at n.5. 20See Pew Research Center, internet, Broadband Fact Sheet (Nov. 20, 2025) available at https:// www.pewresearch.org/internet/fact-sheet/internet￾broadband/ (‘‘2025 Pew internet Fact Sheet’’) (also reporting that subscription to a broadband service has become so widespread that 54% of households with less than $30,000 annual income subscribe to home broadband); R. Gelles-Watnick, Americans’ Use of Mobile Technology and Home Broadband (Jan. 31, 2024) available at https:// www.pewresearch.org/internet/2024/01/31/ americans-use-of-mobile-technology-and-home￾broadband/. 21See 2025 Pew internet Fact Sheet, supra footnote 20. 22See Internal Revenue Service Data Book— October 1, 2023 to September 30, 2024 at table 4 (reporting that 93.3% of all individual tax returns for fiscal year 2024 were filed electronically) available at https://www.irs.gov/statistics/returns￾filed-taxes-collected-and-refunds-issued; Fact Sheet: Taxpayers will have the option to go paperless for IRS correspondence by the 2024 filing season, IRS to achieve paperless processing for all tax returns by filing season 2025, FS–2023–18, Aug. 2023 available at https://www.irs.gov/newsroom/ irs-launches-paperless-processing-initiative; Internal Revenue Service; Taxpayer Files Return on Paper, Taxpayer Advocate Service, Internal Revenue Service (updated Apr. 16, 2026) available at https://www.taxpayeradvocate.irs.gov/notices/ taxpayer-files-return-on-paper/. 23See FINRA Investor Education Foundation, Investors in the United States—A Report of the National Financial Capability Study (4th Ed. Dec.
2025) available at https://www.finrafoundation.org/
sites/finrafoundation/files/2025-11/NFCS_Investor_ Survey_Report_White_Paper.pdf (‘‘FINRA Foundation National Financial Capability Study’’) (based on two linked surveys conducted in 2024 that included a state-by state online survey of 25,539 U.S. adults across all 50 states and Washington, DC and an investor online survey of 2,861 U.S. adults who have investments outside of retirement account, reporting, in part, that email continues to be most popular method for receiving disclosures (39%) followed by paper delivery (32%); Most Investors Want Electronic, Not Paper, Delivery of Investor Documents (Summer 2022), FSG Global YouGov survey commissioned by SIFMA (survey of 1300 individual investors conducted nationwide between May 16–19, 2022 where the investors surveyed held at least $5,000 across retirement accounts, college-savings investments, stocks, bonds, mutual funds, or a brokerage account, excluding property and cryptocurrency investments) available at https:// www.sifma.org/wp-content/uploads/2022/07/ SIFMA-Survey-Results-for-SEC-July-2022.pdf (‘‘SIFMA Survey’’) (finding, in part, that 81% of investors surveyed would prefer at least one type of investor communication be sent via e-delivery rather than physical mail, and that the majority of investors surveyed (79%) have already opted in to receive investor communications electronically, either through email, a financial institution’s website, or a mobile application). 24See Exploring Investor Preferences for Electronic Delivery of Financial Disclosures, U.S. Securities and Exchange Commission Office of the Investor Advocate (May 2026), available at https:// www.sec.gov/files/exploring-investor-preferences￾electronic-delivery-financial-disclosures.pdf. That statement and any other staff statements referenced in this release are not a rule, regulation, guidance, or statement of the Commission, and the Commission has neither approved nor disapproved their content. Staff statements have no legal force or effect: they do not alter or amend applicable law, and they create no new or additional obligations for any person. The OIR investor testing included a survey of 5,497 participants. The questions about the e-delivery of investment related disclosures were shown only to investors, leaving a total of 4,295 respondents. In response to the Commission’s 2020 proposal on tailored shareholder reports (Tailored Shareholder Reports, Treatment of Annual Prospectus Updates for Existing Investors, and Risk Disclosure for Mutual Funds and Exchange-Traded Funds; Fee Information in Investment Company Advertisements, Investment Company Act Release No. 33963 (Aug. 5, 2020) [85 FR 70716 (Nov. 5, 2020)] (‘‘Tailored Shareholder Reports Proposing Release’’), comment file available at https://www.sec.gov/comments/s7-09- 20/s70920.htm), the Consumer Federation of America submitted a letter stating that as the Commission implements policy changes to promote e-delivery, the Commission should continue to engage in
testing to determine whether it achieves the goal of promoting better investor engagement. See Letter of Consumer Federation of America (Dec. 15, 2020) (‘‘CFA 2020 Letter’’). 25See Holden, Schrass, Seligman, and Bogdan, Americans’ Views on E-Delivery of Financial Documents (2025) Washington, DC: Investment Company Institute available at www.ici.org/system/ files/2025-09/25-ici-paper-edelivery.pdf (survey designed by ICI staff and administered by NORC at the University of Chicago using the AmeriSpeak® probability-based panel in July 2025 of 1,132 U.S. individuals, including 400 mutual fund or ETF investors) (‘‘ICI Survey’’); SIFMA Survey, supra footnote 23 (also finding that comfort with e￾delivery as the default was high regardless of age, education level, income level, and the amount of assets held). 26See ICI Survey, supra footnote 25 (finding that 84% of all respondents and 88% of fund investors, including 87% of fund investors age 65 and older, agreed with the statement ‘‘As long as people can still request paper at no cost, it’s a good idea to make e-delivery the default’’); FINRA Foundation National Financial Capability Study, supra footnote 23 (finding, in part, that most popular method for receiving disclosures is by email (39%)); SIFMA Survey, supra footnote 23 (finding 85% of U.S. investors surveyed would be comfortable with e￾delivery as the default for investor communications). 27See ICI Survey, supra footnote 25. been significant advances in electronic communications technologies as well as in the way Americans use those technologies. For example, access to the internet in the United States (‘‘U.S.’’) has expanded to the point where the Federal Communications Commission now reports that nearly all areas of the U.S., whether rural or urban, have access to advanced telecommunications capability through high-speed broadband or satellite services.19 Consistent with their nearly universal access to advanced telecommunications capability, Americans’ use of the internet has evolved over time. For example, based on surveys on this topic conducted on behalf of the Pew Research Center (‘‘2025 Pew Survey’’), a not-for-profit research organization, the percentage of U.S. adults who use the internet has almost doubled from approximately 50% in 2000 to approximately 96% in 2025.20 Moreover, 16% of U.S. adults responding to the 2025 Pew Survey reported that they are ‘‘smartphone￾only’’ internet users, meaning they own a smartphone, but do not subscribe to a home broadband service.21 Use of the internet has grown to the point to where, in response to an Internal Revenue Service (‘‘IRS’’) paperless processing initiative, over 90% of all individual tax returns for fiscal year 2024 were filed electronically.22 In addition, available evidence suggests that investors and other recipients of regulatory information not only increasingly expect, but also prefer, that regulatory documents and reports under the Federal securities laws be delivered
electronically.23 In mid-2025, staff in the Office of Investor Research (‘‘OIR’’) within the Commission’s Office of the Investor Advocate engaged in investor testing to explore investor preferences for e-delivery of financial disclosures.24 In analyzing the data from a nationally representative survey panel, OIR found that the vast majority of U.S investors (nearly 80%) prefer some form of e-delivery for financial disclosure documents that do not include personal information, and also that a majority (approximately 63%) prefers some form of e-delivery even for documents that do include personal information. Other nationwide investor surveys have reported similar investor preferences for e-delivery of investor communications.25 For example, several recent nationwide financial industry surveys of investors, including one conducted on behalf of the Investment Company Institute (‘‘ICI’’), an asset management industry trade group, reported that e-delivery has become so pervasive that over 80% of the U.S. individuals surveyed, including older individuals, would be comfortable with e-delivery as the default delivery method for investor communications, as long as paper delivery still could be requested.26 In addition, the ICI Survey reported that (1) 82% of U.S. individuals surveyed recalled receiving communications about financial documents electronically (30% of those respondents recalled receiving both electronic and paper communications about financial documents) and (2) 79% of fund investors who reported that they only received paper copies of financial documents also supported e-delivery as a default delivery method.27 Further, the ICI Survey sought to better understand

28See id. (based on responses to the following question ‘‘[w]hy do you currently receive some of your financial communications as paper documents?’’); see supra footnote 25 (discussing the challenges in obtaining email addresses from investors); see infra footnote 41 (discussing surveys submitted by commenters suggesting why investors are not receiving regulatory documents and reports by e-delivery). 29See ICI Survey, supra footnote 25 (suggesting that an e-delivery default would benefit nearly four￾in-ten fund investors currently receiving at least some paper documents). 30See Survey of Investor Delivery Preferences for Required Regulatory Communications (July 2025), Forrester Research survey commissioned by Broadridge (survey conducted in November– December 2024 of over 5,000 individuals, consisting of 4,506 who are U.S. investors with brokerage, investment, or non-workplace retirement accounts and 501 individuals who do not currently have an account but plan to open one within 6–12 months) (‘‘Broadridge Survey’’) submitted as part of Broadridge Letter, supra footnote 17 (finding, in
part, that 76% of prospective new investors would
prefer e-delivery of account statements as the default method of communication; 65% of prospective new investors would prefer e-delivery of tax documents and other mandatory disclosures as the default method of communication). 31 Id. 32See SIFMA Survey, supra footnote 23. 33See FINRA Foundation National Financial Capability Study, supra footnote 23; see also, AARP Retirement Account Statements: Paper or Electronic (May 2022) available at https://www.aarp.org/ content/dam/aarp/research/surveys_statistics/econ/ 2022/retirement-accounts-statements-survey￾report.doi.10.26419-2Fres.00529.001.pdf (‘‘2022 AARP Study’’) (finding, in part, that 42% of adults would prefer to receive electronic statements only from employer-sponsored retirement plans; that 37% of adults would prefer to receive electronic statements and mailed statements at least once a year from employer-sponsored retirement plans; 20% of adults would prefer to receive only paper statements from employer-sponsored retirement plans; and that among adults receiving paper from their retirement accounts, only three in ten actively chose this option while 58% just accepted the default setting regarding paper statements). The study was based on 1,228 adults age 25 or older who currently had money in an employer￾sponsored plan or who work/worked for an employer that offers a traditional pension and expect to receive pension income. The adults were interviewed by phone or online from February 8– 27, 2022. 34See, e.g., Investor Bulletin: Social Sentiment Tools—Think Twice Before Trading Based on Social Media (Apr. 3, 2019), available at https:// www.investor.gov/introduction-investing/general￾resources/news-alerts/alerts-bulletins/investor￾bulletins-18; see also, e.g., Securities and Exchange Commission, Division of Examinations, Risk Alert:
Observations from Examinations of Advisers that Provide Electronic Advice (Nov. 9, 2021), available at https://www.sec.gov/files/exams-eia-risk￾alert.pdf. 35 Id. 36 It has been estimated that the robo-advisory services market size (in revenues) was $14.29 billion in 2025, and that the robo-advisory services market is expected to reach $54.73 billion by 2030. See Robo-advisory Services Market Size, Competitive Landscape 2030, available at https:// mordorintelligence.com/industry-reports/robo￾advisory-services-market; see also FINRA Foundation National Financial Capability Study, supra footnote 23 (reporting, in part, that online trading through a website is the most commonly cited method (62%) followed by a mobile application (46%) that survey respondents reported using to execute trades). Further, the number of internet advisers has grown from 57 in 2010 to 222 in 2024. See Investment Adviser Statistics, Form ADV data for the reporting period ending December 2024, U.S. Securities and Exchange Commission, Division of Investment Management, Analytics Office, Table 1.1, available at im-investment￾adviser-statistics-20250430.pdf. why some investors are receiving paper documents. The survey found that nearly one-third of fund investors receiving some of their financial communications as paper documents wanted e-delivery and had signed up for e-delivery but still received paper documents, and that 6% of fund investors receiving some of their financial communications as paper documents currently received those documents in paper because they thought that signing up for e-delivery would take too much time.28 The ICI Survey suggested that an e-delivery default could overcome such frictions.29 Consistent with these findings, another recent nationwide financial industry survey of investors conducted on behalf of Broadridge Financial Solutions, Inc. (‘‘Broadridge’’), a financial technology company, found that prospective new investors not only would prefer e-delivery as the default method of communication but also trust email over physical mail by over a three to one factor (57% to 18%).30 That survey also found that deliveries by email and ‘‘push notifications from firms’ apps’’ currently comprise 71% of all account statement deliveries, 83% of all trade confirmation deliveries, and 58% of the tax forms sent to U.S. investors surveyed, and that most investors surveyed, including investors age 55 and older, use a laptop or desktop to access their accounts while over 60% use a mobile device.31 Other nationwide surveys conducted several years ago found similar results. For example, a 2022 nationwide survey conducted on behalf of the Securities Industry and Financial Markets Association (‘‘SIFMA’’), a securities industry trade group, found that 81% of the individual investors surveyed reported that they would prefer that at least one type of investment communication be sent via e-delivery.32 In addition, two linked nationwide surveys conducted in 2021 on behalf
of the FINRA Investor Education Foundation found, in part, that investors surveyed prefer email (39%) over paper (32%) for receiving disclosures.33 Other developments in the asset management industry similarly reflect increasing use of electronic communications among investors. We have observed growth in social sentiment investing tools offered by financial services firms that seek to aggregate or analyze social media data from various sources such as X and Facebook.34 Examples of social sentiment investing tools include direct trading from social media websites or mobile applications, social networking platforms, social media data analysis, and crowdsourced research and analysis that investors may use to inform their investment decisions.35 We believe that the increased use of these tools suggests investor comfort with electronic communications. We also have observed growth in financial intermediary models, such as robo-advisers, and growth in the ability to execute security trades through mobile applications.36 We understand that these financial intermediary models and tools use electronic communications and delivery as their primary mode of communication with investors.
C. Other Developments Informing the
Commission’s Approach to Delivering Information In addition to evidence about preferences regarding the e-delivery of required regulatory disclosures and reports, our proposal is informed by various financial industry stakeholders and other developments regarding e￾delivery. Given the evolving preferences and trends regarding the use of electronic media, diverse financial industry stakeholders have advocated through multiple forums, including Commission advisory committees, Commission rulemakings, and letters to the Commission’s Chairman, for the modernization of the Commission’s e￾delivery framework. The Commission has advisory committees to provide diverse perspectives and recommendations on a variety of regulatory priorities and initiatives. One of these advisory committees, the Asset Management Advisory Committee (‘‘AMAC,’’ currently inactive), was composed of a group of outside experts on asset management, including individuals representing the views of retail and institutional investors, small and large funds, intermediaries, and other market participants. In 2020, AMAC recommended that the Commission permit firms to use an investor’s ‘‘digital address,’’ such as an email address or smartphone telephone number, as the primary address when delivering regulatory documents, in light of the operational challenges that arose at the onset of the COVID–19 pandemic. The AMAC recommendation observed that the expanding use of digital tools to

37See Asset Management Advisory Committee, Preliminary Recommendations of Operations Panel Regarding COVID–19 Operational Issues (Nov. 5, 2020), available at https://www.sec.gov/spotlight/ amac/operational-issues-amac-recommendations￾final-110520.pdf (adopted by full Committee at Nov. 5, 2020 meeting). 38See, e.g., Investor Advisory Committee, Recommendation of the Investor Advisory Committee Regarding Promotion of Electronic Delivery and Development of a Summary Disclosure Document for Delivery of Investment Company Shareholder Reports (Dec. 7, 2017), available at https://www.sec.gov/spotlight/investor￾advisory-committee-2012/recommendation￾promotion-of-electronic-delivery-and￾development.pdf (recommending that the Commission continue to explore methods to encourage a transition to e-delivery that respect investor preferences and that increase, rather than reduce, the likelihood that investors will see and read important disclosure documents). 39See, e.g., VASP Adopting Release, supra footnote 13; Tailored Shareholder Reports Adopting Release, supra footnote 13; Investment Company Names, Investment Company Act Release No. 35000 (Sept. 20, 2023) [88 FR 70436 (Oct. 11, 2023), Investment Company Names Correction, Investment Company Act Release No. 35000A (Oct. 24, 2023) [88 FR 73755 (Oct. 27, 2023)]. 40See, e.g., certain comments submitted in response to the Tailored Shareholder Reports Proposing Release, available at https:// www.sec.gov/comments/s7-09-20/s70920.htm:
Letter of Investment Company Institute (Dec. 21,
2020) (‘‘ICI 2020 Comment Letter’’) (in part,
expressing disappointment that the Commission did not propose to modernize the 25-year old guidance that governs e-delivery); Letter of Dechert LLP (Jan. 4, 2021) (‘‘Dechert 2021 Comment Letter’’) (suggesting that the Commission make e-delivery of fund documents to shareholders a default, with the option to opt in to paper, as desired); and Letter of Federated Hermes (Jan. 4, 2021) (‘‘Federated Hermes 2021 Comment Letter’’). 41See certain comments submitted in response to the Tailored Shareholder Reports Proposing Release, supra footnote 24: Letter of T. Rowe Price (Jan. 5, 2021) (reporting that when investors were asked why they do not receive financial communications electronically, 11% reported that signing up for e-delivery is too time consuming and 27% reported that they had signed up for e-delivery but still receive paper copies); see also SIFMA survey, supra footnote 23; see also Letter from the Committee of Annuity Insurers (Feb. 14, 2019) (suggesting that the low election of e-delivery of variable contract statutory prospectuses and underlying funds is reflective of the outdated and cumbersome electronic enrollment process) submitted in response to Updated Disclosure Requirements and Summary Prospectus for Variable Annuity and Variable Life Insurance Contracts, Investment Company Act Release No. 33286 (Oct. 30, 2018) [83 FR 61730 (Nov. 30, 2018] (‘‘VASP Proposal’’). 42See, e.g., certain comments submitted in response to the Tailored Shareholder Reports Proposing Release, supra footnote 24: Federated Hermes 2021 Comment Letter (stating that the mutual fund industry should adapt to the preferences of modern shareholders who rely on electronic communication methods for many aspects of their daily lives); Dechert 2021 Comment Letter; and ICI 2020 Comment Letter. 43See CFA 2020 Letter; see also Comment Letter of Federated Hermes on S7–2026–01 (Mar. 12,
2026) (‘‘Federated Hermes 2026 Comment Letter’’)
(expressing support for making electronic delivery the default method for investor communications across the financial services industry). 44See, e.g., ICI Letters, supra footnote 17; Letter from Committee on Capital Markets Regulation to Chairman Paul Atkins (Nov. 14, 2025) available at https://capmktsreg.org/wp-content/uploads/2025/ 11/CCMR-Letter-to-SEC-Re.-E-Delivery-11.14.25.pdf (‘‘CCMR Letter’’); Letter from Securities Industry and Financial Markets Association and its Asset Management Group to Chairman Paul Atkins (Sept. 15, 2025), available at https://www.sifma.org/ resources/submissions/letters/modernizing￾delivery-requirements-under-the-federal-securities￾laws-sifma-and-sifma-amg/ (‘‘SIFMA Letter’’); Letter from Investment Advisers Association to Chairman Paul S. Atkins (May 1, 2025), available at https://www.investmentadviser.org/resources/ iaa-letter-to-sec-chairman-atkins/ (‘‘IAA Letter’’); see also Letter from The Capital Group Companies, Inc. to Chairman Paul S. Atkins (Dec. 19, 2025) available at https://www.linkedin.com/feed/update/ urn:li:activity:7468725136398012416/ (‘‘Capital Group Letter’’). 45 Id. 46See Department of Labor, Default Electronic Disclosure by Employee Pension Benefit Plans Under ERISA, 85 FR 31884 (May 27, 2020) (‘‘Default E-Delivery DOL Adopting Release’’). SECURE Act 2.0 amended ERISA section 105(a)(2) [Employee Retirement Income Security Act of 1974, 29 U.S.C. 1001 et seq.] to add a new requirement ‘‘Provision of Paper Statements.’’ For plan years beginning after December 31, 2025, it requires at least one pension benefit statement furnished for a calendar year for an individual account plan, and at least one pension benefit date furnished every three years for a defined benefit plan unless the plan issues the statement in compliance with Department of Labor’s 2002 e-delivery safe harbor or the plan permits participants or beneficiaries to request e-delivery of pension benefit statements. See SECURE 2.0 Act of 2022, Division T of the Consolidated Appropriations Act, 2023, Public Law 117–328, 136 Stat. 4459 (2022). In addition, the Commission is aware of certain bipartisan congressional support for permitting default e￾delivery of the Commission’s required regulatory disclosures and reports. See, e.g., Incentivizing New Adventures and Economic Strength Through Capital Formation Act of 2025 (‘‘INVEST Act of 2025’’), H.R. 3383, 119th Congress, 1st Sess. (2025) at § 205. This bill has not been enacted. 47See FINRA Regulatory Notice 25–07 (Apr. 14, 2025); MSRB Notice 2024–15 (Dec. 11, 2024); see also MSRB Rule G–32 (permitting dealers selling municipal debt securities in a primary offering to rely on the MSRB’s EMMA website as an alternative to physical delivery of official statements). communicate with investors was essential for financial services operations during the pandemic.37 Other Commission advisory committees put forth similar recommendations over the past decade.38 Outside of the Commission’s advisory
committees, financial industry stakeholders have advocated in Commission rulemakings for the modernization of the Commission’s E￾Delivery Guidance.39 For example, in a recent disclosure-related rulemaking, commenters urged that the Commission reevaluate its e-delivery approach to modernize its E-Delivery Guidance.40 One such commenter suggested that, in its experience, the requirement to affirmatively opt-in to receive documents by e-delivery creates an element of inertia.41 Another commenter suggested that the Commission reevaluate the delivery of fund regulatory documents through a separate rulemaking.42 In addition, another commenter, while agreeing that the time was right for the Commission to reconsider its approach to disclosure in a digital age, also suggested that e￾delivery be part of a broader disclosure modernization project driven by investor preferences and an analysis of what works to improve investor engagement with disclosure.43 Financial industry stakeholders also have advocated directly with the Commission’s current Chairman for modernization of the Commission’s E￾Delivery Guidance. These stakeholders have suggested that the modernization of the Commission’s e-delivery framework should be a priority, particularly because of the benefits that a more modern e-delivery framework could bestow upon investors.44 While observing the nearly universal use and availability of the internet, financial industry stakeholders have suggested that the benefits of e-delivery also include a faster and more secure shareholder experience; more dynamic communications, including the use of pop-up messages from firms’ mobile phone applications; opportunities for layered disclosure; enhanced abilities to access, read, and search material; ease of storage and retrieval; enhanced investor protection security protocols; and cost savings that would accrue to investors. These financial industry stakeholders have urged the Commission to adopt a rule to make e-delivery the default delivery method for regulatory disclosures and reports while preserving an option to opt out of e-delivery.45 Certain other U.S. regulators whose authority involves consumer financial services have transitioned to a framework that no longer looks to paper as a default delivery method. For example, in 2020, the Department of Labor adopted and implemented rules that create a safe harbor for employee benefit plan administrators to use electronic media as the default to furnish documents and information to participants and beneficiaries of ERISA plans, subject to certain conditions.46 In addition, other self-regulatory organizations whose authority involves consumer financial services are exploring and/or transitioning to a framework that no longer looks to paper as a default delivery method.47 D. Overview of Proposed New E-Delivery Framework Reg E-Delivery, if adopted, would be the Commission’s primary rule addressing e-delivery, and would generally supersede the Commission’s current
guidance-based e-delivery

48See infra section II.A for additional information about the principal elements of the proposal. 49As used in this context, the term ‘‘require’’ means required to: comply with or rely on a regulation; or, satisfy a condition for reliance on a regulatory safe harbor or a regulatory exception. For the avoidance of doubt, Reg E-Delivery would not affect the ability of a covered entity to rely on regulatory provisions that permit compliance with document delivery conditions through the inclusion in an electronic communication of an active hyperlink to the document required to be delivered. See, e.g., Securities Act rule 134(f) and Note 1 to Securities Act rule 433(b)(2)(i). framework. If adopted, issuers and market intermediaries, among others, that comply with the conditions of Reg E-Delivery would be assured that they have satisfied, through the use of e￾delivery, applicable requirements to deliver regulatory disclosures and reports under the Federal securities laws. As described below, Reg E￾Delivery would permit the use of default e-delivery (that is, using e-delivery as the default delivery method, with the ability to opt out of default e-delivery, and also to receive paper copies of covered information on request). In addition, regardless of whether an entity chooses to use default e-delivery, Reg E￾Delivery would establish conditions under which the Commission would consider delivery requirements under the Federal securities laws to have been satisfied by e-delivery. The proposal includes the following principal elements:

• Scope of proposed rule: Reg E￾Delivery would address e-delivery of
  ‘‘covered information’’ by ‘‘covered entities’’ to ‘‘covered recipients.’’48 Covered information, in general, would be defined as any information required to be delivered to a covered recipient under the Federal securities laws.49 Covered entities would include any person that has an obligation to deliver covered information to a covered recipient under the Federal securities laws. Covered recipients would include any current or prospective customer, client, investor, security holder, counterparty, or similar recipient of information.
• E-delivery permitted to be the
  default delivery method for covered information: Reg E-Delivery would permit (but not require) covered entities to use e-delivery as the default method of delivery for covered information, subject to certain conditions.
• General e-delivery requirements:
  Regardless of whether a covered entity chooses to default covered recipients to e-delivery, or continues to require covered recipients to affirmatively consent to e-delivery, a covered entity would be able to rely on the proposed rule to satisfy its delivery obligation for covered information electronically where: (1) the covered recipient has provided an electronic address; (2) the covered entity has provided a prominent disclosure to the covered recipient that it will send covered information to the electronic address provided; and (3) the covered recipient has not opted out of e-delivery. Reg E￾Delivery also would include general requirements for the method, timing, and ability to opt out of e-delivery, as well as requirements for websites on which covered information is available. These would include:
• Permissible methods of e-delivery:
  Under proposed Reg E-Delivery, a covered entity would be able to use two methods of e-delivery, depending on the type of information being provided:
  direct delivery and a statement of availability. The permissible delivery method would depend on whether the covered information includes personal financial information (‘‘PFI’’), which the proposal would define—similar to the 1996 Guidance—as information specific to a covered recipient’s personal financial matters. For covered information that does not include PFI, a covered entity could electronically deliver covered information directly to a covered recipient’s electronic address (e.g., attached to or included in the body of an email). For covered information that includes PFI, a covered entity would not be permitted to deliver this information directly to an electronic address, but instead would be required to deliver a statement of availability to the covered recipient’s electronic address (e.g., an email with a link to the website address where the covered recipient can access the transmitted information). The statement of availability would be required to include, among other items, a website address that would require the use of a process reasonably designed to safeguard the PFI, and that would lead the covered recipient directly to the covered information immediately after the covered recipient completes such process. A covered entity also would be permitted to use this e-delivery method for covered information that does not include PFI.
• Statement regarding the process to
  receive paper, opt out of e-delivery, and update electronic address: Regardless of the e-delivery method, the delivery of covered information would need to include a prominent statement explaining the process to: (1) obtain a paper version of covered information, upon request, as well as the covered entity’s obligation to provide a paper copy of covered information in paper format free of charge; (2) opt out of e￾delivery at any time and receive delivery in paper format with respect to all or a subset of covered information, free of charge, following an opt-out election; and (3) update one’s electronic address, free of charge. This statement also would, at a minimum, direct a covered recipient to a website through which one can make these requests and updates.
• Timing requirements for e-delivery:
  Regardless of the e-delivery method used—statement of availability or direct delivery of covered information—the covered entity must deliver the covered information no later than the date by which the covered information is required to be delivered under the Federal securities laws.
• Requirements for website
  availability of required disclosures and reports: If a covered entity uses the statement of availability method for e￾delivery, Reg E-Delivery would require that the covered entity ensure there is a website (which could include another internet or electronic-based information repository, such as a mobile application) where a covered recipient would be able to access the covered information. Proposed Reg E-Delivery includes minimum requirements for: (1) the length of time the covered information must be made available on the website; and (2) the format for presenting covered information on the website. A covered recipient only would be able to access covered information that includes PFI on the website through the use of a process reasonably designed to safeguard the covered information.
• Identifying and mitigating failed e￾delivery: Covered entities would be
  required to adopt and implement written policies and procedures reasonably designed to identify and remediate failed e-delivery (which, as discussed below, would include detecting an invalid or inoperable electronic address via bounce-backs or other means). If any failed e-delivery is identified, the covered entity must promptly take reasonable remediation steps, including obtaining a new electronic address or delivering the covered information in paper format until the covered recipient provides a new electronic address.
• Required notices and transition
  process for default e-delivery for covered recipients currently receiving information in paper format. Reg E￾Delivery would include a special provision for covered recipients who, at the time of the rule’s effectiveness, are currently receiving any covered information in paper format, where the covered entity wishes to transition such

50See infra section II.E.
51 17 CFR 270.30e–3; see infra section II.F. 52See infra section II.G. 53Multiple surveys, including one conducted by Commission staff, have suggested that investors prefer e-delivery of at least some regulatory documents. The results of those surveys are discussed above. See supra section I.B; see also ICI 2020 Comment Letter, supra footnote 40 (suggesting that the e-delivery of disclosure documents will better satisfy investor preferences and reduce costs to fund shareholders). Certain commenters to Commission rulemaking proposals, however, have suggested otherwise. See CFA 2020 Letter, supra footnote 24. 54See supra footnote 3. 55See Prepared Remarks Before SEC Speaks, Paul S. Atkins, Chairman (Mar. 19, 2026), available at https://www.sec.gov/newsroom/speeches￾statements/atkins-remarks-sec-speaks-031926- prepared-remarks-sec-speaks (discussing, as ‘‘an example of the gulf between regulation and reality,’’ that ‘‘our rules still default to paper delivery for shareholder communications,’’ and stating that ‘‘[i]n an age of algorithmic trading and artificial intelligence, I believe that requirement ought to be a relic, not a standard’’). 56For example, Broadridge has stated that based on its processing of positions/accounts held in street name in the 2025 proxy season (Jan.–June 2025), the actual postage alone was $3.05 for a full set of proxy materials. This excludes the costs of printing that can vary. Broadridge estimates that digital proxy communications, which accounted for 90% of all positions processed by Broadridge in the 2025 proxy season, resulted in approximately $5 billion in savings in comparison to the use of full packages for all proxy communications in the first six months of 2025. See Broadridge Letter, supra footnote 17. See also infra section III. 57See 1995 Guidance, supra footnote 3 (‘‘The Commission believes that, given the numerous benefits of electronic distribution of information and the fact that in many respects it may be more useful to investors than paper, its use should not be disfavored.’’). covered recipients to default e-delivery under the rule. Under this provision, a covered entity that wishes to transition current covered recipients receiving paper to default e-delivery would generally be required to provide a covered recipient currently receiving any covered information in paper format (and for whom the covered entity has an electronic address) with a paper initial notice at least 180 days before the transition to default e-delivery, and a paper follow-up notice 30 days before the transition. The notices would alert the covered recipient about the upcoming transition to e-delivery, specify the electronic address where covered information would be provided, and include a prominent statement describing the ability to: opt out of e￾delivery and receive paper copies at any time, free of charge; the ability to update or confirm one’s electronic address; and the process by which a covered recipient could opt out of
e-delivery and/or update or confirm one’s electronic address. This transition requirement would not apply to: (1) covered recipients who already receive e-delivery for all covered information; or (2) covered entities that do not wish to transition their e-delivery processes to default e-delivery for existing covered recipients.

• Application of the E-SIGN Act: To
  the extent that any covered information delivered under proposed Reg E￾Delivery otherwise would have been subject to the consumer consent requirements of the Electronic Signatures in Global and National Commerce Act, Public Law 106–229 (114 Stat. 464) (2000) (the ‘‘E-SIGN Act’’), we are proposing that such covered information would be exempt from these requirements.50
• Amendments to current
  Commission rules to facilitate proposed Reg E-Delivery: To facilitate the proposed e-delivery rule and to take a modernized approach to the use of electronic media in Commission rules and forms, we are proposing amendments to current Commission rules to, among other things, rescind rule 30e–3 under the Investment Company Act and amend certain rules in Regulations 14A and 14C and rule 14d–5 under the Exchange Act.51 Current e-delivery guidance: If the proposed rule is adopted, it would be the Commission’s primary rule addressing e-delivery, providing conditions whereby a covered entity would be deemed to have satisfied applicable delivery requirements under the Federal securities laws using e￾delivery (with limited exception). As described in more detail below, much of the 1995 Guidance and 1996 Guidance provides a framework for analyzing whether an electronic communication is delivered or transmitted for purposes of the Federal securities laws that is different in some respects from the framework in proposed Reg E-Delivery. Therefore, if adopted, Reg E-Delivery would supersede the 1995 Guidance and 1996 Guidance in their entirety, with certain principles from these releases reaffirmed in any release adopting Reg E-Delivery.52 We anticipate that we would retain the majority of the 2000 Guidance, and only certain sections and examples would be superseded by Reg E-Delivery.
  II. Discussion
  A. Considerations and Goals Informing Proposed E-Delivery Approach The proposed new e-delivery approach is designed to address the concern that issuers, market intermediaries and ultimately, investors and other recipients of information required under the Federal securities laws may be bearing unnecessary costs and expenses associated with a default delivery method that no longer reflects the preference of most covered recipients.53 Over the past decades, our E-Delivery Guidance has provided a useful lens through which to evaluate whether the Federal securities laws’ delivery obligations have been satisfied. We continue to believe, as stated in the E-Delivery Guidance, that the use of electronic media should be at least an equal alternative to the use of paper￾based media, and accordingly, issuer or third-party information that can be delivered in paper under the Federal securities laws may be delivered in electronic form.54 Nevertheless, some aspects of the E-Delivery Guidance have not kept pace with the evolution in technology and the ways that investors and other recipients of covered information have come to use technology in the decades since the Commission published the E-Delivery Guidance.55 Requiring recipients to receive regulatory disclosures and reports in paper format unless they opt in to e-delivery is outdated in today’s world where it is common to communicate electronically, and investor testing and other evidence have shown that many investors currently receive, and prefer to receive, at least some regulatory disclosures and reports electronically. Paper, printing, and mailing costs associated with the delivery of regulatory disclosures and reports can be significant, and those costs routinely exceed the costs of e￾delivery.56 While we continue to believe that preferences for delivery in paper format should be honored, we also believe it is difficult to justify the costs and expenses associated with paper delivery as a required default delivery method when an investor or other recipient of covered information who has an electronic address does not affirmatively express a preference for delivery in paper format. In addition, the current e-delivery framework, by generally defaulting covered recipients to receive delivery in paper format if no delivery preference is affirmatively expressed or otherwise agreed to, may be unduly restricting the use and therefore the overall benefits that e-delivery could provide to disclosure. Covered entities may have less of an incentive to develop tools that use electronic media to foster more engaging covered information.57 E￾delivery offers the opportunity to provide recipients of covered information with a potentially more personalized, interactive, and efficient experience with disclosure than

58Moreover, we understand that the U.S. Postal Service may temporarily suspend international mail acceptance for certain destinations due to inadequate transportation options or service disruptions within the country. See, e.g., U.S. Postal Service, Service Alerts: International Service Disruptions (last updated Jan. 30, 2026), https:// about.usps.com/newsroom/service-alerts/ international/. 59See infra sections II.B and II.C. 60We recognize that financial industry stakeholders may utilize a combination of security messages, back-end surveillance reports, and multifactor authentication that are designed to detect and combat security risks. See Nov. 2025 ICI Letter, supra footnote 17. Further, we recognize that electronic media may have limitations that make them less effective at communicating information than paper and that electronic delivery and paper delivery are not fully interchangeable. For example, there can be some burdens on users associated with accessing materials online, including having to use a password to access various platforms or being required to have internet availability to access these materials, which may create disincentives and/or barriers to these materials. Also, for some, digesting complex material may be more challenging on, for example, a smartphone or computer screen than using a paper document. We also recognize that paper delivery also presents certain risks. See supra footnote 16 and accompanying text. 61See infra sections II.B and II.C. 62See, e.g., SIFMA, SIFMA Asset Management Group, Financial Services Institute, Investment Adviser Association, E-Delivery: Modernizing the Regulatory Communications Framework to Meet Investor Needs for the 21st Century (Sept. 2020), available at https://higherlogicdownload. s3.amazonaws.com/INVESTMENTADVISER/ aa03843e-7981-46b2-aa49-c572f2ddb7e8/ UploadedImages/publications/Electronic-Delivery￾with-SIFMA-9-15-2020.pdf (recognizing that there has been a correlation between the use of the internet access approach for the delivery of proxy materials permitted by rule 14a–16 and reduced investor voting rates, but suggesting that an improved investor experience, particularly with the flexibility afforded by electronic formats—such as online access, email or a firm’s mobile application—would result in greater and more meaningful investor participation). 63See infra sections II.B.3, II.B.4, and II.C.; see proposed Reg E-Delivery §§ 303.102(c)(1) and 303.102(c)(2) (proposed e-delivery methods which, in part, require a website address for covered information that does not include PFI that leads the covered recipient directly to the covered information). Our proposal, however, would require a process reasonably designed to safeguard covered information that includes PFI delivered electronically (for example, use of passwords) which could present some barriers to viewing information that are absent with paper delivery. See proposed Reg E-Delivery § 303.102(c)(1)(iii)(B). delivering paper.
For example, a delivery method other than static paper permits the inclusion of overlays in regulatory disclosure and reports, such as calculators, hover-overs, or pop-up information, which have the potential to enhance engagement. In addition, e￾delivered documents are better suited than paper documents for AI tools that could help covered recipients digest and analyze disclosures. E-delivery also has accessibility and retention benefits, in that it allows for, among other things, font size adjustment and other accessibility tools such as translation tools, the use of search tools, and the ability to retain disclosure in convenient electronic formats. Further, e-delivered documents can be more rapidly delivered than paper documents delivered through U.S. mail, which can be a particular benefit for investors and others in non-U.S. locations who may not be able to receive documents in a timely fashion or without significant expense incurred by the sender.58 We believe, however, that our e￾delivery approach should appropriately account for those individuals and other recipients of information who currently receive all or some required regulatory disclosures and reports in paper format—both by notifying them meaningfully of any upcoming transition to default e-delivery and by honoring the preferences of those covered recipients who prefer paper to express this preference and continue receiving paper promptly at no cost. We recognize that there are a variety of reasons why individuals and other recipients of information required under the Federal securities laws may prefer delivery in a paper format. Some may prefer to view certain information in paper (for example, some covered recipients may prefer the ease with which paper documents can be shared with accounting or tax service providers), while electing to have other documents delivered electronically. Further, some may prefer the physical reminder and convenience that paper delivery may bring, and some may have limited or no access to a printer. Our proposal would require covered entities to provide meaningful notifications if they decide to transition current covered recipients who receive required regulatory disclosures and reports in paper format to e-delivery, to provide similar disclosures to new covered recipients prior to using e-delivery, and would permit all covered recipients to opt out from e-delivery at any time.59 We also recognize that e-delivery may present certain risks. Among those risks are risks associated with missed or misdirected e-delivery of PFI, in particular; privacy and cybersecurity risks associated with delivering PFI by e-delivery; and website communication system outages.60 Our proposal, as discussed in more detail below, contains safeguards that are designed to address these risks.61 In addition, we recognize that there is a risk that covered recipients may not read and/or respond to the covered information.62 Although there may be numerous reasons why a covered
recipient may not read and/or be responsive to covered information delivered electronically (including delivery into a spam or similar folder), one reason may be the volume of electronically delivered covered information. Elements of our proposal may help to ameliorate these risks. By delivering covered information electronically, the covered entity would have the opportunity to make the covered information more engaging through the use of various online tools, such as calculators or hover-overs, as well as through the flexibility of formats that could be used for information delivered electronically. In turn, the more engaging disclosure delivered by e-delivery may improve the potential that the covered information would be read. It is important for a covered recipient to be able to access the covered information, especially time-sensitive covered information, in an efficient manner. Therefore, our proposal includes certain elements that are designed to reduce barriers to a covered recipient accessing covered information electronically.63 The proposed conditions in Reg E-Delivery, which we designed to help ensure that materials are delivered in a user-friendly format and provide relevant and consistent information about investors’ ability to express delivery preferences (free of charge), reflect our understanding of common e-delivery practices but may differ from how some covered entities currently deliver information electronically under the E-Delivery Guidance. We address the anticipated benefits of these proposed conditions, as well as their costs, in more detail below. Alternatives Considered Under the proposed e-delivery approach, allowable e-delivery methods would include either: (1) delivery of a statement of availability of covered information to an electronic address, or (2) direct delivery of covered information that does not include PFI to an electronic address. As an alternative to the proposed approach, we considered proposing an ‘‘access equals delivery’’ model or a modified version of that model for e￾delivery. Under an access equals delivery approach, an issuer or intermediary would post some or all of its regulatory disclosures and reports online, rather than delivering them directly (or a notice of availability directly) to investors and other recipients of information required under the Federal securities laws by electronic means or in paper format. For example, an alternative could include an access equals delivery approach for all covered

64See, e.g., rule 172 under the Securities Act, which allows issuers, brokers, and dealers to satisfy some final prospectus delivery obligations if a final prospectus is or will be on file with the Commission within the time required by the rules and other conditions are satisfied (rule 172 does not apply to offerings by registered open-end investment companies). 17 CFR 230.172; see also Examples 14 and 15, 1995 Guidance, supra footnote 3 (discussing how the requirement that supplemental sales literature be preceded or accompanied by a prospectus could be met by having the final prospectus appear in close proximity on a website or through a hyperlink to the supplemental sales literature); Securities Offering Reform Adopting Release, supra footnote 13. 65See 17 CFR 270.30e–3 (‘‘rule 30e–3’’); see infra
section II.F.1 (discussing how rule 30e–3 applies
only to delivery obligations of registered closed-end funds and certain insurance company separate accounts, and even as to those entities applies only to their obligations to deliver shareholder reports); see also 17 CFR 240.14a–16. 66See infra section II.F.1. 67See infra footnote 87 and accompanying paragraph. 68See supra footnote 13. 69See SIFMA Letter, supra footnote 44. 70See, e.g., FINRA Rule 4512(c); see also, e.g., Markets in Financial Instruments Directive Annex II Part I of Directive 2014/65/EU (MiFID II), available at https://eur-lex.europa.eu/legal-content/ EN/ALL/?uri=CELEX:32014L0065#anx_II (defining ‘‘professional client,’’ another possible definition to leverage for purposes the request for comment discusses). 71See, e.g., Capital Group Letter, supra footnote 44. information that does not include PFI and for routine updates, and delivery of a statement of availability for covered information that includes PFI or that includes material changes. A covered recipient would be informed at the time of purchase (or at the start of a client/ customer relationship) that covered information would be made available electronically online. This approach would require covered recipients to access a website to ‘‘pull’’ covered information for their investments, and would place the burden on covered recipients to seek out information without providing them any contemporaneous notification that updated disclosures are electronically available. An access equals delivery approach is appropriate in certain contexts.64 However, in circumstances where the Federal securities laws currently require direct delivery of disclosure, we continue to believe, as reflected in the proposed requirements of Reg E￾Delivery, that a contemporaneous notification that disclosures are electronically available is necessary. Furthermore, while we appreciate that many investors and other covered recipients increasingly prefer electronic communications over paper mailings, we have no reason to believe that most covered recipients would prefer an approach where they would not receive contemporaneous notification that covered information is available online. In addition, we considered the appropriateness of a ‘‘notice and access’’ approach whereby covered recipients could receive a paper notice, such as a postcard, that information is available online. Under this approach, a covered entity would be permitted to provide a paper notice to covered recipients who have not provided an electronic address, which would include a legend as well as other information designed to alert the recipient about the type and importance of the information that is available and the website address where the information could be found. There is a limited Commission rule that currently permits this approach for certain registrants for certain communications.65 However, the approach in that rule was designed for investors who did not elect to receive disclosures through e-delivery.66 We anticipate
that most covered recipients who provide an electronic address would be transitioned to e-delivery under the proposed rule if adopted (unless they opt out), and a covered recipient who has declined to provide an electronic address may be more likely to prefer to receive covered information in paper format. Moreover, as described below, we have concerns that such an approach would entail barriers to accessing covered information.67 We also considered whether to include as part of this proposal additional measures intended to update the Commission’s disclosure regime more broadly to enhance disclosure quality, including engagement with and understanding of disclosure. In recent rulemakings, the Commission has adopted approaches designed to encourage investor engagement and understanding of disclosure.68 We determined, however, that such an undertaking, while important, would merit separate consideration, particularly in light of the scope of parties and information that this proposal covers. We request general comment on the proposed e-delivery approach (with more specific questions in the sections below about particular aspects of this approach and particular provisions of proposed Reg E-Delivery):

1. Are there risks presented by paper
   delivery, other than the risks identified above, that would be ameliorated by a default e-delivery system? Conversely, are there risks presented by electronic delivery that would be aggravated by a default e-delivery system?
2. What are the risks, costs, and
   benefits for covered recipients associated with the current standards for e-delivery? Has the balance between these costs, risks, and benefits changed with advances in technology? If so, what protections should be available to covered recipients who do not want to receive electronic communications?
3. Is our proposed general approach to
   e-delivery appropriate? Should we instead have proposed another approach to e-delivery, and why would that approach be preferable? If another approach would be preferable, would commenters recommend this approach universally for all covered information and for all covered entities, or only for certain categories of covered information or covered entities, and, if so, for which categories?
4. More specifically, some financial
   industry stakeholders have suggested that the Commission permit an access equals delivery approach for institutional investors.69 Those stakeholders have stated that institutional investors may have hundreds of accounts, and as a result, may receive multiple duplicative communications. Would an access equals delivery approach be appropriate for certain categories of covered recipients, such as institutional investors, but not for other covered recipients? If the proposed rule were to include different requirements based on the type of covered recipient, what should those requirements be and why? Further, if a different approach is recommended for institutional investors, how should institutional investors be defined and why? Should institutional investors be defined consistent with Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) rules, which define an institutional account as an account of entities such as a bank, registered investment company, or investment adviser registered with the Commission or with a state securities commission, or some other standard? 70
5. Further, some financial industry
   stakeholders have suggested that the Commission adopt an access equals delivery approach based on the type of covered information as opposed to (or in addition to) the type of covered recipient.71 For example, should there be an access equals delivery approach for certain regulatory documents, such as fund prospectuses and shareholder reports, but not for other documents, such as documents that contain PFI? If so, what regulatory documents should be included in an access equals delivery approach? Would such an approach be

72 In section II.B.1 below, we ask questions about whether the proposed definitions of ‘‘electronic address’’ and ‘‘electronic delivery’’ appropriately account for the delivery of covered information using blockchain or other similar technologies. 73The ultimate responsibility for satisfying applicable delivery requirements under the Federal securities laws would remain with the covered entity to which the law assigns the responsibility to deliver covered information. Further, covered entities are reminded that the substantive requirements and liability provisions of the Federal securities laws apply equally to electronic and paper-based media. See 1995 Guidance, supra footnote 3, at n.11; 1996 Guidance, supra footnote 3, at n.4. The proposed conditions are designed to reflect the principles that an electronic medium would not provide an adequate means for the delivery of required disclosure if the medium does not permit effective communication to investors or is practically unavailable, and that the use of a particular medium should not be so burdensome that intended recipients cannot effectively access the information provided. See 1995 Guidance, supra footnote 3, at n.24 and accompanying text. 74See, e.g., proposed rule 14a–16(1)(i)–(ii), discussed in section II.F.2 below. 75The Commission included similar ‘‘assurance comparable to paper delivery’’ language in discussing the role of the E-Delivery Guidance relative to a determination that delivery or transmission requirements are satisfied. See 1995 Guidance, supra footnote 3, at section II.B (stating that the factors discussed in the guidance are not the only factors relevant to determining whether the legal requirements pertaining to delivery or transmission of documents have been satisfied, and that if an issuer or third party develops a method of electronic delivery that differs from those discussed in the guidance, but provides assurance comparable to paper delivery that the required information will be delivered, that method may satisfy delivery or transmission obligations). preferable to an access equals delivery approach based on the covered recipient?
6. Would a ‘‘notice and access’’
approach, as described above, be preferable to the approach in proposed Reg E-Delivery, particularly for those covered recipients who have not provided an electronic address? Why or why not?
7. Many of the policy choices in the
proposal are framed in terms of our understanding of investor preferences, and shifting the burdens associated with the default method of delivering covered information based on shifts in these preferences over time. How, if at all, should our consideration of a shift in the default delivery method address other primary factors, such as information comprehension or retention when covered information is received in paper versus electronically, and should we consider factors such as the device to which the covered information is delivered?
8. Are there special considerations
that the Commission should address related to electronically delivering regulatory materials associated with assets that are issued or transferred using distributed ledger technology, and if so, what are these? 72 To what extent could blockchain and similar technologies be used to deliver the covered information to covered recipients?
9. Are there particular international
access considerations regarding e￾delivery that our proposal should address, and would the proposed e￾delivery rule enhance access of covered information for investors and others in non-U.S. locations? Are there concerns that our proposal would raise for non￾U.S. resident covered recipients?
10. Should Reg E-Delivery also allow
for any electronic delivery method agreed to between a covered entity and a covered recipient? See, for example, the scenarios discussed in Request for Comment #81 in section II.B.7 below.
11. Our proposed e-delivery rule is
designed not only to provide covered recipients with covered information in the format that they prefer, efficiently and cost-effectively, but also to improve engagement with disclosures for covered recipients who currently receive covered information in paper format. Are there other aspects of the Commission’s disclosure requirements that should be considered that would improve engagement with regulatory disclosures?
12. Greater use of electronic media to
deliver covered information could have benefits that include the enhanced ability for covered entities to provide AI tools to help covered recipients access, understand, and use covered information. We request general information and feedback about the use of AI tools to inform our understanding of what opportunities and challenges could be associated with the use of these tools to enhance covered entities’ disclosure, covered recipients’ ability to access and use this disclosure, and related policy considerations. B. E-Delivery Methods and Requirements

1. General Use and Scope of Proposed
   Rule
   Proposed Reg E-Delivery sets forth the conditions and circumstances under which covered entities would be permitted to use e-delivery to deliver covered information to covered recipients without first obtaining their affirmative consent. In addition, Reg E￾Delivery would establish conditions under which the Commission would consider delivery requirements under the Federal securities laws to have been satisfied through e-delivery.73 Reg E￾Delivery, however, would permit covered entities to choose when and whether to use electronic delivery to meet their delivery obligations. For example, a covered entity could choose to limit its use of e-delivery under Reg E-Delivery to certain covered information, such as covered information that does not contain PFI, and to certain covered recipients, such as to institutional investors. Further, the delivery methods that we are proposing under Reg E-Delivery would not be the exclusive delivery methods that a covered entity could use to deliver covered information electronically to a covered recipient, unless a rule or statute provides otherwise.74 If a covered entity develops a method of e-delivery that differs from those contemplated in Reg E-Delivery but provides assurance comparable to paper delivery that the required information will be delivered, that method could be used to satisfy the covered entity’s delivery or transmission requirements under the Federal securities laws.75 The use of Reg E-Delivery, however, would provide assurances that, if a covered entity satisfies its conditions when using e￾delivery, the covered entity will have satisfied applicable requirements to deliver covered information under the Federal securities laws. Proposed Reg E-Delivery includes two operative provisions. The first, section 303.102, includes the electronic delivery methods and requirements that a covered entity must satisfy for a covered entity to use e-delivery to deliver covered information under the rule. The second, section 303.104, is a transition rule that would address the delivery of covered information to covered recipients who are receiving any covered information in paper format at the time of the effective date of Reg E-Delivery. This section provides additional conditions that must be satisfied before a covered entity would be permitted to transition those covered recipients from default paper delivery to default e-delivery, recognizing that these covered recipients—unlike covered recipients who begin receiving information by e-delivery after any adoption of Reg E-Delivery—would be experiencing a change in the way they receive covered information. We discuss
   section 303.102 in section II.B of the
   release below, and we discuss section
   303.104 in section II.D.
   Definition of ‘‘Electronic Delivery’’ and ‘‘Electronic Address’’ The proposed rule would define ‘‘electronic delivery’’ to mean the delivery of covered information to a

76See proposed Reg E-Delivery § 303.101. 77See proposed Reg E-Delivery § 303.101. 78See infra section II.B.8 for a discussion about the choice of e-delivery method when the issuer or market intermediary has multiple electronic addresses for the covered recipient. 79See also infra section II.B.3 for discussion about the proposed requirement that the statement of availability identify whether the covered information may require action by the covered recipient within a fixed time frame to exercise certain rights. 80Broker-dealers often require as a term of their customer account agreements that customers review and promptly report any discrepancies. 81To default a covered recipient currently receiving paper into e-delivery under the proposed transition process, a covered entity must have an electronic address for the covered recipient. See infra section II.D.1; see also proposed Reg E￾Delivery § 303.101 (definition of ‘‘covered recipient receiving paper’’). Similarly, outside of the transition process, a covered entity may deliver covered information to a covered recipient who has not opted out of e-delivery by delivering that information to an electronic address that a covered recipient provided (or accepts to use) to receive covered information if the covered entity satisfies certain requirements. See proposed Reg E-Delivery § 303.102(a). 82See also infra section II.F.1 (proposing to rescind rule 30e-3 under the Investment Company Act). 83See proposed Reg E-Delivery § 303.101. 84The proposed rule only includes third parties expressly required to deliver covered information to covered recipients under the Federal securities law. If a covered entity chooses to use an agent or other third party to deliver information on its behalf, the covered entity that is responsible for delivering the information under the Federal securities laws would ultimately be responsible for compliance with Reg E-Delivery. covered recipient’s electronic address.76 The requirements for e-delivery under the proposal would entail delivery to an electronic address that a covered recipient provides (or, for example in the case of electronic addresses that are mobile applications, accepts to use) to receive covered information. Under the proposal, an electronic address would mean an identifier used to communicate with a covered recipient electronically, including: an email address; a mobile phone number; or any other means of electronic communication capable of receiving electronic delivery pursuant to an electronic delivery method that the rule sets forth and alerting a covered recipient that covered information is available.77 Other means of communication could mean, for example, a social media or electronic messaging platform username or other identifier, as well as an inbox available in a covered entity’s web portal, as long as each of these is capable of receiving and alerting the covered recipient about the delivery of covered information.78 Our proposed definition of the
term ‘‘electronic address’’ is designed to be technologically neutral to encompass current and future forms of electronic communications that meet the rule’s requirements. For example, such forms of electronic communication could include blockchain messaging to the extent that it otherwise meets the requirements of the proposed definition and can satisfy the other requirements of the proposed rule. The proposed definition of ‘‘electronic address’’ would require that the means of electronic communication used alert the covered recipient each time that covered information is available. Such an alert could be, for example, an email, a text, a notification from an electronic application, or some other form of notification that the covered information has been delivered. This proposed requirement would help ensure that covered recipients are aware that covered information is available for them to review. The proposed requirement also recognizes that some covered information may be time sensitive and/or important to a covered recipient in making an upcoming investment-related decision or taking other action.79 For example, if an investor must promptly report any inaccuracies or discrepancies regarding a trade confirmation, being alerted that a trade confirmation is available electronically would help facilitate the completion of this time-sensitive task.80 If a covered entity does not have an electronic address for a covered recipient (either provided by or accepted for use by the covered recipient), the covered entity would not be able to rely on the proposed rule to deliver covered information electronically to that recipient.81 Therefore, the proposed rule does not, for example, include as a method of e￾delivery an approach where, for a covered recipient who has not provided an electronic address, the covered entity could send a paper postcard with instructions about how to access information electronically (such as by including a QR code or a URL where information is available online).82 A covered recipient who has declined even to provide an electronic address may be relatively more likely to prefer to receive covered information in paper format and may be less likely to act on a postcard or other paper delivery informing the covered recipient that covered information is available online. Further, where an individual is relatively less technologically savvy, even if such person is generally comfortable using electronic media to access information, there could be barriers to accessing this information. These barriers could occur, for example, because the individual may encounter obstacles in using a QR code or URL that is included in a paper notice, or because the individual misplaces the paper notice before accessing the information electronically. Definition of ‘‘Covered Entity’’ The e-delivery framework under proposed Reg E-Delivery would be available to any person required to deliver covered information to a covered recipient, defined
collectively in the proposed rule as ‘‘covered entities.’’ 83 The proposed definition of a ‘‘covered entity’’ therefore would include persons registered with the Commission under the Exchange Act, the Investment Advisers Act of 1940 (the ‘‘Advisers Act’’), and the Investment Company Act, as well as persons with a class of securities registered under the Exchange Act, persons conducting securities offerings registered or exempt from the registration requirements under the Securities Act of 1933 (the ‘‘Securities Act’’), persons subject to the requirements of the Trust Indenture Act of 1939 (the ‘‘Trust Indenture Act’’) and other persons required by the Federal securities laws to deliver covered information to covered recipients. It also includes third parties that are required to deliver covered information to covered recipients, including, for example, bidders for third-party tender offers and dissidents in contested proxy solicitations.84 Examples of ‘‘covered entities’’ under Reg E-Delivery, which we anticipate would be the primary entities who would rely on the proposed rule, would include:

• An issuer that is conducting a
  registered securities offering under the Securities Act or other parties with delivery obligations in connection with a registered securities offering;
• An issuer that is conducting a
  securities offering exempt from the registration requirements under the Securities Act;
• An issuer that has a class of
  securities registered under section 12 of the Exchange Act or that is required to file reports under section 15(d) of the Exchange Act;
• An obligor or trustee under an
  indenture subject to the qualification requirements of the Trust Indenture Act;
• An investment company that is
  registered under the Investment Company Act, including an insurance company separate account that is a management investment company offering a variable annuity or variable life insurance contract;
• A business development company
  (as defined in section 2(a)(48) of the Investment Company Act);

85 Government securities brokers or dealers must comply with rules adopted by the U.S. Department of the Treasury under Title I of the Government Securities Act (‘‘GSA’’). See 17 CFR 400.1(b). In 1997, Treasury issued a letter stating its view that government securities brokers or dealers registered under Section 15C of the Exchange Act (‘‘15C firms’’) may use electronic delivery for confirmations pursuant to applicable Treasury rules provided they adhere to the guidelines established in the Commission’s 1995 Guidance and 1996 Guidance. See letter dated October 27, 1997 from Treasury to Michael A. Macchiaroli, Division of Market Regulation, Securities and Exchange Commission, available at https:// www.treasurydirect.gov/laws-and-regulations/gsa/ regulatory-cites/cite-10-27-1997-2/. This proposal does not address any obligations of government securities brokers or dealers pursuant to rules promulgated by Treasury under the GSA. 86Under section 19 of the Exchange Act, the Commission may approve an SRO’s proposed rule change only if it finds that the proposed rule change is consistent with the requirements of the Exchange Act, including the public interest and the protection of investors. 87See supra footnote 3. The scope of entities that would be permitted to rely on the proposed rule is also consistent with the scope of covered entities in the e-delivery bills currently being considered by Congress. See supra footnote 46; see also infra
section II.G. 88See, e.g., section 313(c) of the Trust Indenture
Act (requiring reports to be ‘‘transmitted by mail’’ to indenture security holders). 89See proposed Reg E-Delivery § 303.101. 90 Id. Covered entities may at times choose to voluntarily deliver additional information electronically to covered recipients or their designees beyond that which is legally required under the Federal securities laws. For such non￾required information, it would not be necessary to conform the e-delivery of such information to the standards of proposed Reg E-Delivery, although we anticipate that covered entities may wish to adopt these e-delivery standards for consistency with how covered information is delivered. 91 Id. 92Statutes and Commission rules that may involve a requirement for an investment company to deliver covered information include, for example: 15 U.S.C. 80a–7(e); 15 U.S.C. 80a–27(e); 17 CFR 270.3a–4(a)(2)(iii); 17 CFR 270.23c–1(a)(5). 93Statutes and Commission rules that may involve a requirement for an issuer, other soliciting person, and/or a third party to deliver covered information include, for example: 15 U.S.C. 77d(d)(3); 15 U.S.C. 77e (b)(2); 15 U.S.C. 77lll(a); 15 U.S.C. 77nnn; 17 CFR 230.134; 17 CFR 230.144A(d)(4); 17 CFR 230.147(f)(3); 17 CFR 230.147A(f)(3); 17 CFR 230.153a; 17 CFR 230.153b; 17 CFR 230.173; 17 CFR 230.251(d)(2)(i)(B); 17 CFR 230.251(d)(2)(ii); 17 CFR 230.428; 17 CFR 230.433; 17 CFR 230.502(b); 17 CFR 230.502(d)(2); 17 CFR 230.605(a); 17 CFR 230.701(e); 17 CFR 240.13e–3(f); Continued

• A registered index-linked annuity
  or registered market value adjustment annuity contract that offers securities under the Securities Act;
• A broker or dealer that is registered
  under the Exchange Act;
• A municipal securities dealer that is
  registered under the Exchange Act;
• A government securities broker or
  government securities dealer that is registered under the Exchange Act; 85
• A security-based swap dealer, a
  major security-based swap participant, a security-based swap execution facility, and a security-based swap data repository that is registered under the Exchange Act;
• A funding portal that is registered
  under rule 400 of Regulation Crowdfunding and pursuant to section 4A(a)(1) of the Securities Act;
• An investment adviser that is
  registered with the Commission under the Advisers Act;
• A transfer agent that is registered
  with the Commission under the Exchange Act or another appropriate regulatory agency as defined in section 3(a)(34)(B) of the Exchange Act; and
• Any person, including any third
  party, required to deliver covered information to a covered recipient pursuant to Regulation 14A, Regulation 14C, Regulation 14D, Regulation 14E, rule 13e–3 or rule 13e–4 of the Exchange Act. The proposed definition of ‘‘covered entity’’ is designed to help ensure that all persons that are required to deliver covered information under the Federal securities laws have available to them the same e-delivery framework under the proposed rule. However, persons that have delivery obligations to covered recipients pursuant only to the rules of self-regulatory organizations as defined in section 3(a)(26) of the Exchange Act (‘‘SROs’’)—such as municipal advisors registered with the Commission—are not included within the scope of Reg E￾Delivery, because these delivery obligations are imposed solely by SRO rules.86 The proposed definition of a covered entity is designed to remain evergreen by allowing for any future persons that may be required to deliver covered information. Additionally, the proposed scope of covered entities that would be permitted to rely on the proposed rule builds on the scope of persons covered by the current E￾Delivery Guidance.87 The proposed definition of ‘‘covered entity’’ would include an obligor or trustee that is required to deliver covered information to a covered recipient under the Trust Indenture Act. The Trust Indenture Act regulates debt offerings, including transactions that are registered under the Securities Act and certain transactions that are exempt from Securities Act registration. Accordingly, including the Trust Indenture Act within the scope of Reg E-Delivery would help to provide a consistent e-delivery framework for Federal securities laws that frequently operate together. Unlike most delivery requirements under the Federal securities laws, the Trust Indenture Act requires certain information to be provided to indenture security holders ‘‘by mail.’’ 88 In addition, the Commission’s E-Delivery Guidance releases did not address delivery obligations under the Trust Indenture Act. As a result, there is no existing guidance available to indenture obligors or trustees that would provide assurance that they may satisfy delivery requirements under the Trust Indenture Act using e-delivery. Nonetheless, since the Commission’s publication of the E￾Delivery Guidance, staff has received few, if any, inquiries regarding the availability of e-delivery for delivery obligations under the Trust Indenture Act and has limited visibility into current delivery practices relating to these obligations. Accordingly, we solicit comment below on whether delivery obligations arising under the Trust Indenture Act should be included within the scope of Reg E-Delivery. Definition of ‘‘Covered Information’’ The proposed rule would use the defined term ‘‘covered information’’ to denote the information that is eligible to be delivered using e-delivery.89 ‘‘Covered information’’ would be defined to mean any information required to be delivered
  to a covered recipient under the Securities Act, the Exchange Act, the Trust Indenture Act, the Investment Company Act, the Advisers Act, or any other of the Federal securities laws, but excludes information required to be delivered under 17 CFR part 227 (Regulation Crowdfunding), 17 CFR 240.15c2–11, or 17 CFR 240.15Fi–2 (Acknowledgment and verification of security-based swap transactions (‘‘trade acknowledgment rule’’)).90 The terms ‘‘deliver’’ or ‘‘delivery’’ would be defined broadly to encompass any term used to describe the delivery of information under the Federal securities laws. Specifically, the term ‘‘deliver’’ or ‘‘delivery’’ would be defined to mean, as applicable, deliver, furnish, transmit, send, give, mail, provide, forward, make available, or disseminate information, as described under the Federal securities laws.91 Covered information therefore would include, for example: (for investment companies) fund prospectuses, fund annual and semi-annual shareholder reports, notices under Investment Company Act rule 19a–1, proxy statements and information statements; 92 (for issuers, other soliciting persons, and/or certain third parties) issuer prospectuses, issuer annual reports to security holders, proxy statements and information statements, tender offer statements and solicitation/recommendation statements, and offering circulars; 93 (for

17 CFR 240.13e–4; 17 CFR 240.14a–3(b); 17 CFR 240.14a–16; 17 CFR 240.14c–2; 17 CFR 240.14c– 3(a); 17 CFR 240.14d–4; 17 CFR 240.14e–2; 17 CFR 240.14f–1. 94Statutes that may involve a requirement for obligors and indenture trustees to deliver covered information include, for example: 15 U.S.C. 77lll; 15 U.S.C. 77mmm; 15 U.S.C. 77nnn; 15 U.S.C. 77ooo(b). 95Statutes and Commissions rules that may involve a requirement for broker-dealers to deliver covered information include, for example: 17 CFR 248.1–248.30; 17 CFR 248.202(c); 17 CFR 240.10b– 16; 17 CFR 240.9b–1(d); 17 CFR 240.14b–1. 96Statutes and Commission rules that may involve a requirement for an investment adviser to deliver covered information include, for example:
15 U.S.C. 80b–5(a)(3); 17 CFR 275.204–3; 17 CFR 275.206(4)–6. 97Regulation Best Interest: The Broker-Dealer Standard of Conduct, Securities Exchange Act Release No. 86031 (June 5, 2019) [84 FR 33318] (July 12, 2019)]. 98For example, covered information would not include disclosures required to be made public under Regulation FD either through filing or furnishing a Form 8–K or by disseminating the information through another method, or combination of methods, of disclosure that is reasonably designed to provide broad, non￾exclusionary distribution of the information to the public. Similarly, covered information would not include a code of ethics posted to an issuer’s website in order to satisfy Item 406(c) of Regulation S–K or Form ADV Part 1 filed by an investment adviser on the Investment Adviser Registration Depository (IARD). 99See 1995 Guidance, supra footnote 3, at n.11. Other broker-dealer disclosures may be governed by SRO rules. For example, Reg E-Delivery may apply indirectly to the extent an SRO rule provides that members may deliver information electronically so long as it is compliant with Commission E-Delivery Guidance. See, e.g., FINRA Rule 2231.03 (governing the delivery of customer account statements). In addition, certain delivery requirements relevant to securities accounts would not be covered as they are governed by other agencies’ rules (e.g., IRS rules for Form 1099s). 100See 17 CFR 227.302(a), 17 CFR 240.15c2– 11(b), and 17 CFR 240.15Fi–2(c). 101See Regulation Crowdfunding, Securities Exchange Act Release No. 76324 (Oct. 30, 2015) [80 FR 71388] (Nov. 16, 2015) at 71406–17407. 102 Id. at 71424. 103See Publication or Submission of Quotations Without Specified Information, Securities Exchange Act Release No. 89891 (Sept. 16, 2020) [85 FR 68124] (Oct. 27, 2020) at 68135. 104See id. 105See Trade Acknowledgment and Verification of Security-Based Swap Transactions, Securities Exchange Act Release No. 78011 (June 8, 2016) [81 FR 39808 (June 17, 2016)], at 39817. 106 Id. 107Proposed Reg E-Delivery § 303.101. As discussed below, Reg E-Delivery as proposed includes requirements for covered recipients who, as of the rule’s effective date, are currently receiving any covered information in paper, where the covered entity wishes to transition to using e￾delivery as the default method of delivery. See infra
section II.D.
108See supra footnote 99 and accompanying text. obligors and indenture trustees) bondholders’ lists and reports to security holders; 94 (for broker-dealers) trade confirmations, disclosures pursuant to Form CRS, and Reg S–AM disclosures; 95 and (for investment advisers) Form ADV Part 2 Brochures, marketing and testimonial disclosures, agency cross transaction disclosures, and custody rule account statement notices.96 This list is non-exhaustive; the proposed definition of ‘‘covered information’’ includes disclosures not listed here but that may be required under, for example, Regulation Best Interest,97 as well as disclosures that would be required of covered entities in the future under applicable laws and regulations. Covered information, however, would not include information that is required to be filed with the Commission or otherwise made available generally to the public but not delivered to particular recipients.98 Consistent with the approach taken with the current E-Delivery Guidance, covered information would also not include disclosures made pursuant to any applicable state laws or SRO rules, including FINRA and the Municipal Securities Rulemaking Board (‘‘MSRB’’).99 Reg E-Delivery is designed to provide a framework for using e-delivery to satisfy all delivery requirements under the Federal securities laws, except to the extent Federal securities laws otherwise already explicitly permit or require e￾delivery. Therefore, defining ‘‘covered information’’ broadly in terms of obligations under the Federal securities laws is designed to create a more consistent approach for all covered entities and help to clarify that this e￾delivery framework will be available for new disclosure requirements in the future. As stated above, ‘‘covered information’’ excludes information required to be delivered under Regulation Crowdfunding, rule 15c2–11, and the trade acknowledgment rule for security-based swap transactions.100 Each of these rules, adopted by the Commission well after the E-Delivery Guidance was issued, reflects a policy choice to require or permit an e-delivery framework tailored to these specific situations. First, with respect to Regulation Crowdfunding, the Commission determined not to require issuers to provide physical copies of information to investors, because of the unique, online-only nature of crowdfunding platforms and the fact that issuers may not have email addresses for investors.101 The Commission stated that ‘‘Congress contemplated that crowdfunding would, by its very nature, occur over the internet or other similar electronic media that is accessible to the public.’’ 102 Second, the disclosures pursuant to Rule 15c2–11(b)(5)(ii), amendments to which were adopted by the Commission in 2020, require broker￾dealers to make available to certain investors, upon request, specified information that is already publicly available, and permits—but does not require—the broker-dealer to provide that information electronically.103 In
adopting this amendment, the Commission intended to ‘‘alleviate the concern that issuer information may be difficult for investors to locate on their own’’ and was designed to ‘‘make such information easier to find while providing a cost-effective means for broker-dealers to distribute’’ such information.104 Finally, with respect to the trade acknowledgment rule, the Commission imposed an electronic delivery requirement to promote the objectives of Exchange Act section 15F(i)(1) for timely and accurate confirmation and documentation of security-based swaps.105 In adopting the electronic delivery requirement, the Commission took into account its understanding that electronic delivery was the norm for security-based swap transactions, and timely delivery was particularly important to ‘‘reduce operational risk by decreasing the amount of time within which a counterparty may recognize and work to resolve any potential discrepancies in the trade documentation.’’ 106 The Commission believes that the costs that would be imposed by changing these rules would far outweigh any perceived increased investor protection benefits, particularly in light of the fact that we are not aware of any issues in the implementation of the e-delivery framework in those rules that would merit reconsideration of the approach to e-delivery set forth therein. Definition of ‘‘Covered Recipient’’ The proposed rule would use the defined term ‘‘covered recipient’’ to mean any current or prospective customer, client, investor, security holder (including an indenture security holder), counterparty, or similar recipient to whom a covered entity is required to deliver covered information.107 This term is designed to include those persons to whom covered entities have delivery obligations under the Federal securities laws and rules. As there already are regulatory requirements for registered entities that provide for delivery of appropriate information to government entities, the proposed definition of ‘‘covered recipient’’ does not include the Commission, another Federal or state regulator, or SRO.108

109See 17 CFR 248.30(a)(4), (d)(1)(i)(B). 110See supra footnote 46. 111We discuss a related point below relating to ‘‘reasonable access’’ to covered information available on a website. See infra footnote 135 and accompanying text. The ‘‘similar recipient of information’’ language in the proposed definition of ‘‘covered recipient’’ is designed to include any legal representative of a covered recipient or any other person whom the covered recipient has designated to receive covered information on the recipient’s behalf. Covered recipients may in certain circumstances need to designate other persons or entities to receive covered information in addition to or instead of the covered recipient. This may be the case, for example, for financial professionals assisting investors, family members monitoring the finances of elderly relatives or legal representatives of a covered recipient (e.g., trustees who represent the assets of a natural person, executors, conservators, and persons holding a power of attorney for the covered recipient). The ‘‘similar recipient of information’’ also would include any person who is no longer a current customer (or similar) but to whom a covered entity is required to deliver certain covered information based on a prior obligation to deliver information. For example, covered entities may be required to send notifications regarding the unauthorized access or use of a former customer’s information under Regulation S–P.109 We request comment on the general use and scope of proposed Reg E￾Delivery:
13. Is the proposed definition of
‘‘electronic delivery’’ appropriate? The proposed definition of the term ‘‘deliver’’ or ‘‘delivery’’ is designed to encompass all terms under the Federal securities laws that refer to delivery. Are there other terms that should be included? Would an alternative approach to the definition of ‘‘deliver’’ or ‘‘delivery’’ be preferred? Should the proposed rule instead incorporate a broader definition, such as including a provision like ‘‘an electronic method reasonably designed to ensure receipt of such regulatory document by the investor,’’ similar to what is included in currently unenacted Congressional legislation? 110
14. Is the proposed definition of
‘‘electronic address’’ appropriate? The proposed rule would permit a covered entity to deliver covered information to a covered recipient’s electronic address that is capable of receiving covered information and alerting the covered recipient that covered information is available. Are these conditions appropriate, and would these conditions be able to be satisfied for all types of electronic addresses that covered entities and covered recipients may wish to use (for instance, web-based portals and mobile applications)? Would it be readily understood that these could be included in the definition as ‘‘any other means of electronic communication capable of receiving electronic delivery pursuant to an electronic delivery method as set forth in section 303.102(c) and alerting a covered recipient that covered information is available’’? Would the ‘‘capable of . . . alerting’’ condition raise questions in the context of mobile applications to the extent that a mobile application can be ‘‘offloaded’’ (generally meaning core installation files are removed but certain user￾specific information, such as log-in information, is saved), and the mobile application no longer provides ‘‘push’’ notifications that information is available? Similarly, would this condition raise questions in the context of mobile applications to the extent that app notifications can be limited or disabled by the user? Are there other conditions regarding an electronic address that the proposed rule should impose? Are there additional forms of electronic addresses that we should include as examples of an electronic address in the rule’s definition?
15. We designed our proposed
definitions of ‘‘electronic address’’ and ‘‘electronic delivery’’ to be technologically neutral. As such, our proposed definitions of ‘‘electronic address’’ and ‘‘electronic delivery’’ would include the use of blockchain or similar technology to deliver covered information, to the extent blockchain messaging otherwise meets the requirements of the proposed definitions and can satisfy the other requirements of the proposed rule. Do the proposed definitions of ‘‘electronic address’’ and ‘‘electronic delivery’’ achieve the goal of being technologically neutral, and are these definitions appropriately evergreen to account for future technological advancements?
16. Are there broader concerns
associated with the use of particular types of electronic addresses for e￾delivery, such as concerns regarding the sufficiency or reliability of notice provided to covered recipients? If so, please describe the nature of these concerns, including any specific address types (e.g., email, mobile phone number, web portal, or app-based notifications) that may present challenges in ensuring timely and effective notice. Are there additional safeguards or requirements the Commission should consider to address these concerns?
17. The Commission acknowledges
that there is a risk that covered information could be delivered to a spam or similar folder associated with an electronic address or that the covered information could be mistaken for a phishing attempt. Are there guardrails that the Commission should impose on covered entities to address the risk of misdirected or mistaken e-delivery?
18. In addition, the Commission
acknowledges that there is risk, as there is with paper delivery, that the covered information may not be opened. This could occur for multiple reasons, including because the covered recipient may have a paper delivery preference, but did not express that delivery preference, or because of the volume of electronic communications that the covered recipient receives. Even though there are no required regulatory guardrails to address this risk in the context of paper delivery, are there any requirements we should include in Reg E-Delivery? For example, would requiring read receipts on emails help address these concerns in the context of e-delivery, and if so, why? Relatedly, could these concerns be addressed by tools, such as AI tools, that could alert the covered recipient that there is covered information available to review?
19. When a covered recipient
provides an electronic address, the covered recipient may expect to view covered information through that address or through the website of the covered entity. For example, a covered recipient may provide an electronic address that is an email, but the covered entity may require the covered recipient to download a mobile application or log into a website portal to view the covered information, such as covered information that contains PFI. Should Reg E-Delivery include limits on the use of an electronic address such as a mobile application or a website portal to view covered information if the steps to access the covered information are overly burdensome (and if so, how should this be defined)? 111
20. Rather than requiring a covered
entity to have an electronic address for a covered recipient, as proposed, we considered proposing an approach whereby, if a covered entity does not have a covered recipient’s electronic address, the covered entity could instead send a paper notification alerting such covered recipient that covered information is available online.

Do commenters agree with our rationale, discussed above, for not proposing this approach? Is it appropriate that, as proposed, we require that a covered entity deliver covered information to a covered recipient’s electronic address for a covered entity to rely on Reg E￾Delivery to deliver covered information electronically to the covered recipient? Would the use of a paper notification alerting the covered recipient that covered information is available be a viable alternative to requiring that the covered entity have an electronic address for the covered recipient? If so, should this alternative be limited to publicly available covered information (e.g., prospectuses, investment adviser brochures, Regulation Best Interest disclosures, Form CRS) or to covered information not containing PFI? Should such an approach be prohibited where the covered information is time￾sensitive and requires the covered recipient to act within a set time frame? How would commenters respond to the Commission’s concerns about recipients encountering barriers to accessing information electronically, as described above?
21. To what extent do covered entities
anticipate relying on proposed Reg E￾Delivery if adopted? Are some categories of covered entities more likely to rely on it than others? And are there certain types of covered information currently delivered in paper that would be particularly more likely to be delivered electronically under proposed Reg E-Delivery? If so, which?
22. Should the definition of ‘‘covered
entity’’ include an obligor or trustee under an indenture subject to the qualification requirements of the Trust Indenture Act? If not, why? Are there any entities with delivery obligations under the Trust Indenture Act that should be excluded from the definition of ‘‘covered entity’’? Are there are any specific delivery obligations or types of information required to be provided pursuant to the Trust Indenture Act that should be excluded from the definition of ‘‘covered information’’? If so, why? How do obligors and trustees currently deliver information required to be provided pursuant to the Trust Indenture Act? How do they provide such information ‘‘by mail’’? Would it be more efficient for obligors and trustees to deliver such information electronically, or are the current method(s) of delivery sufficient? If available, please provide data to support your views on any of the foregoing.
23. Should government securities
brokers or dealers registered with the Commission under Section 15C of the Exchange Act be excluded from the definition of ‘‘covered entity’’?
24. Are there entities that have
delivery obligations under the Federal securities laws (other than those expressly excluded from the proposed rule) that the proposed definition of ‘‘covered entity’’ would not capture? If so, what are they and should they be eligible to use the Reg E-Delivery framework?
25. Should the definition of ‘‘covered
information’’ include information delivered pursuant to SRO delivery requirements, including, at a minimum, information that requires delivery to consumers in writing and that may need an exemption from the E--SIGN Act to allow for default e-delivery?
26. Is the proposed definition of
‘‘covered information’’ appropriate? If not, why? What would be an appropriate definition of ‘‘covered information’’? Is there another term that would be more appropriate to use to designate information that is eligible to be delivered using e-delivery under the proposed rule than ‘‘covered information’’? Should the Commission define specific types of information that would be ‘‘covered information’’ under Reg E-Delivery? Are there any types of information that should be excluded from the definition of ‘‘covered information’’ under Reg E-Delivery? Under the proposal, ‘‘covered information’’ only captures information ‘‘required to be delivered,’’ and therefore disclosures that are provided in connection with covered entities’ anti-fraud or fiduciary obligations are not included as ‘‘covered information,’’ because specific disclosures are not required to be delivered in connection with anti-fraud or fiduciary obligations. Should these disclosures, however, be included in the definition of ‘‘covered information’’?
27. Are there types of information
included in the proposed definition of ‘‘covered information’’ that could be problematic or even unsuitable for e￾delivery generally, or unsuitable for e￾delivery under the proposed framework? If so, what are they and why would they be problematic or unsuitable? Are the proposed exclusions from ‘‘covered information’’ (i.e., information required under Regulation Crowdfunding, the trade acknowledgement rule, and rule 15c2–
11) appropriate? Should the
Commission revise those separate rules accordingly so that delivery of the information pursuant to each of those rules would be covered under Reg E￾Delivery?
28. Instead of, or in addition to, the
principles-based definition of covered information, should we provide in the rule a non-exhaustive list of the disclosures for which covered entities may rely on Reg E-Delivery? Are there certain covered entities for which greater specificity of what constitutes covered information would be helpful? What are those entities and why would additional specificity be helpful or needed?
29. Would the proposed definition of
‘‘covered information’’ risk disruption to any types of offerings where offering participants may currently satisfy delivery obligations (including those imposed as a condition to reliance on any Commission rule or safe harbor from registration) using e-delivery? For example, the Commission has little visibility into how issuers and others comply with delivery conditions of the Regulation S and rule 144A safe harbors. To the extent offering participants in these markets currently rely on e-delivery, would including these delivery conditions within the scope of the proposed rule potentially disrupt those markets or create unnecessary burdens? What would be the nature, extent, costs and benefits of any such disruptions or burdens?
30. Is the proposed definition of
‘‘covered recipient’’ appropriate? Why or why not? The term ‘‘similar recipient to whom a covered entity is required to deliver covered information’’ is designed to include, for example, any person who is no longer a current customer (or similar) but to whom a covered entity is required to deliver certain covered information based on a prior obligation to deliver information, such as under Regulation S–P. Should the definition instead more specifically address persons with whom a covered entity formerly had a customer, client, or similar relationship?
31. Should legal representatives of
covered recipients or others whom the covered recipient has designated to receive covered information be specifically included in the definition of ‘‘covered recipient’’? Please explain.
32. Are there any other types of
relationships or groups of individuals that should be included in the proposed definition of ‘‘covered recipient’’? If so, why? Are any of the types of persons included in the proposed definition of ‘‘covered recipient’’ not appropriate? If so, why?
2. Disclosure of E-Delivery
Under the proposed rule, a covered entity may deliver covered information to a covered recipient who has not opted out of e-delivery by delivering that information to an electronic address that a covered recipient provided (or

112See proposed Reg E-Delivery § 303.102(a). 113See proposed Reg E-Delivery § 303.102(b); see also infra section II.D (describing a special provision requiring certain notices to be provided to covered recipients receiving any covered information in paper form as of the effective date of Reg E-Delivery). 114See proposed Reg E-Delivery § 303.102(b)(1)(i); see also infra section II.B.3 (discussing the rule’s applicability in circumstances where a covered recipient’s request for paper or to opt out of e-delivery could result in potential restrictions on or termination of the covered recipient’s relationship with the covered entity). 115Reg E-Delivery would not preclude a covered entity from continuing to obtain affirmative consent from covered recipients, instead of using e-delivery as the default method of delivery, if the covered entity prefers this approach. See proposed Reg E￾Delivery § 303.102(b)(1)(ii). Section II.H infra addresses scenarios relating to the transition from the E-Delivery Guidance to Reg E-Delivery, including for covered entities that have obtained affirmative consent to e-delivery from certain covered recipients in the past in reliance on past guidance and may wish to continue obtaining affirmative consent going forward. Such affirmative consent could be obtained, for example, by electronic means, and also could be obtained telephonically as long as a record of that consent (containing as much detail as any written or electronic consent including whether the consent obtained is global and what electronic media will be used) is retained. As discussed below in section II.E, we are proposing in Reg E-Delivery an exemption from the consumer consent requirements of the E-SIGN Act (which includes the means by which such consent must be provided under the E￾SIGN Act). 116See proposed Reg E-Delivery § 303.102(b)(1)(ii). 117As discussed below, we are proposing that covered information delivered under proposed Reg E-Delivery would be exempt from the consumer consent requirements of the E-SIGN Act (to the extent it otherwise would have been subject to such requirements), including the related consumer disclosure requirements. See infra section II.E. 118By contrast, a covered entity may receive an electronic address for a covered recipient from an affiliated entity or from a third party. In such a case, receipt by the covered entity of the covered recipient’s electronic address from a person other than a covered recipient generally would not meet the requirement that the electronic address be provided by a covered recipient to receive covered information, and the proposed rule would not permit this covered entity to commence e-delivery to this covered recipient by providing a disclosure of e-delivery to this electronic address. But see infra requests for comment in this section II.B.2 (requesting comment on whether covered entities should be permitted to use an electronic address provided by affiliates or other third parties under some
circumstances). 119See proposed Reg E-Delivery § 303.102(b)(2). 120See proposed Reg E-Delivery § 303.102(b)(3). 121 Id.; see also infra section II.D. accepted to use) to receive covered information if the covered entity satisfies certain requirements.112 The covered entity generally must provide certain disclosures to such covered recipients before using e-delivery.113 To rely on proposed Reg E-Delivery, a covered entity that intends to e-deliver covered information by default would need to provide a clear and conspicuous disclosure to the covered recipient that describes the types of covered information that will be delivered electronically to the electronic address the covered recipient provides (or accepts to use) to receive covered information, unless the covered recipient opts out of e-delivery.114 If applicable, this disclosure must state whether a covered recipient’s request for paper or to opt out of e-delivery could result in restrictions on or termination of the covered recipient’s relationship with the covered entity. Alternatively, for a covered entity that intends only to use e-delivery where a covered recipient affirmatively elects to receive covered information electronically,115 the required disclosure would need to state that the covered recipient may opt to have covered information delivered electronically to the electronic address the covered recipient provides or accepts to use to receive covered information.116 For new covered recipients, covered entities, whether they are pursuing default e-delivery or an opt-in approach, could incorporate these required disclosures into their onboarding or account opening processes. The proposed disclosure requirement is designed to help ensure that covered recipients who provide an electronic address to receive covered information are aware of how the covered entity intends to use the electronic address in communicating with the covered recipient and to inform the covered recipient of the specific items of covered information that will be electronically delivered using the covered recipient’s electronic address. For the covered recipients of covered entities that do not intend to pursue the default e-delivery model under Reg E-Delivery, the disclosure would inform such covered recipients that they need to affirmatively elect to receive covered information electronically if that is their preference.117 Under the proposed rule, covered information may be delivered to an electronic address that a covered recipient provides to receive covered information, such as an email address or mobile phone number that the covered recipient provides to the covered entity, or to an electronic address that the covered recipient ‘‘accepts to use’’ to receive covered information, such as an inbox in a mobile application or in a covered entity’s web portal that a covered recipient agrees to use. For example, a covered recipient that provides an email address to a covered entity in the process of onboarding
with that entity would be assumed to be comfortable with receiving communications from the covered entity about a variety of matters and thus would be deemed to have ‘‘provided’’ that email address ‘‘to receive covered information’’ within the meaning of the proposed rule. Similarly, when a covered recipient, for example, uses a mobile application or an online account to access covered information, a covered recipient has ‘‘accepted to use’’ that mobile application or online account as an electronic address to receive covered information under the proposal by taking steps that indicate a willingness to receive covered information at that electronic address.118 However, a covered recipient has not provided or accepted to use an electronic address to receive covered information if the covered recipient provided the address only for a purpose other than to receive covered information, for example, in a request for technical support. It also would not be appropriate for a covered entity to use an electronic address that a covered recipient has provided solely in circumstances that indicate that the recipient may not wish to receive covered information electronically (such as requesting paper copies of proxy materials in the context of rule 14a–16 under the Exchange Act). In addition to the other content the previous paragraph describes, the disclosure also must describe the methods of electronic delivery that may be used (i.e., a statement of availability or direct delivery of covered information, as described in more detail below).119 A covered entity would not be required to provide the disclosure of e￾delivery to a covered recipient who received e-delivery of all covered information by or on behalf of the covered entity as of the effective date of the rule, because those covered recipients already are receiving regulatory communications at the electronic address they have provided.120 Similarly, a covered entity would not be required to provide this disclosure to a covered recipient who received an initial notice, as described below, because such a recipient would be subject to a special provision that requires covered entities to provide separate specific disclosures to them about the upcoming transition to default e-delivery.121 We request comment on the proposed requirement to provide disclosure of e￾delivery:
33. Is the requirement that covered
entities provide a clear and conspicuous disclosure before using e-delivery to deliver covered information to a covered

122See also infra section II.D.2 (posing a similar question in the context of the transition period for default e-delivery). 123See infra section II.B.5 (describing the proposed requirements for the delivery of covered information that contains PFI). 124See 1995 Guidance, supra footnote 3, at n.22 (‘‘Issuers and other persons required to satisfy delivery requirements should consider establishing record-keeping or other procedures to evidence satisfaction of applicable requirements through electronic means. Presumably, such procedures would be analogous to comparable procedures followed when a paper document is delivered.’’). 125See discussion of the delivery of covered information that includes PFI at infra section II.B.5. 126The proposed content requirements for statements of availability do not address the content requirements of the covered information that is delivered via a statement of availability. Electronically delivered documents must be prepared, updated, and delivered consistent with the provisions of the Federal securities laws in the same manner as paper documents. 127See ICI Survey, supra footnote 25, at 6 and 15 (stating that asset managers often deliver a notice or electronic communication to investors, alerting them to the availability of materials such as annual reports or prospectuses on the fund’s website); see also SIFMA Letter, supra footnote 44 (stating that firms already use mobile phone applications, text, and email alerts to provide important notifications to customers). 128See proposed Reg E-Delivery § 303.102(c)(1)(i). recipient necessary? Why or why not? Do commenters agree that this disclosure would help ensure that covered recipients who provide an electronic address are aware of how the covered entity intends to use the electronic address in communicating with the covered recipient?
34. Is allowing covered entities to e￾deliver covered information to an
electronic address that the covered recipient provides (or accepts to use) to receive covered information appropriate? Why or why not? Is there another way we could specify the type of electronic address that can be used for electronic delivery to address the goal that covered entities would not use electronic addresses that covered recipients would not expect to be used for such a purpose?
35. Should Reg E-Delivery, as
proposed, require that the electronic address to which a covered entity may e-deliver covered information be one that the covered recipient ‘‘provides’’ or ‘‘accepts to use’’ to receive covered information? Would it be difficult for a covered entity to determine whether a covered recipient has provided or accepted to use an electronic address to receive covered information, particularly when the electronic address is an online account or mobile app that a covered recipient may use for multiple purposes aside from viewing covered information, such as placing orders or monitoring investment values? How would covered entities implement this requirement?
36. Are there circumstances under
which Reg E-Delivery should permit a covered entity to use an electronic address for a covered recipient that the covered entity receives from an affiliate or from a third party, rather than directly from the covered recipient? If so, what are those circumstances and how would permitting such use be consistent with the goal of ensuring that covered recipients who provide an electronic address are aware of how the electronic address will be used and what types of covered information will be electronically delivered to that electronic address? For example, are there circumstances under which an underwriter of a securities offering should be permitted to use an electronic address provided to the issuer in the offering, or vice versa? Or, if a covered recipient is onboarded though one covered entity but will receive products or services from another, affiliated covered entity that is part of the same enterprise, should the latter covered entity be permitted to use the electronic address that the covered recipient provided to the former covered entity? Or if a covered recipient is onboarded through one covered entity that contracts with another, unaffiliated covered entity to provide services for the covered recipient (e.g., an introducing broker-dealer contracting with a clearing broker-dealer, or a separately managed account program sponsor contracting with an investment adviser managing accounts in the program), should the latter covered entity be permitted to use the electronic address that the covered recipient provided to the former covered entity?
37. Should the requirement to
disclose e-delivery, as proposed, exclude covered recipients who received e-delivery of all covered information as of the effective date of Reg E-Delivery, as well as covered recipients who received an initial notice under Reg E-Delivery as described below in section II.D? Why or why not?
38. Should covered entities be
required to describe the methods through which covered information may be delivered in the disclosure of e￾delivery, as proposed, or would an alternative approach be more appropriate? 122 For example, should covered entities be required to specify how each individual item of covered information will be delivered? If so, would this have the effect of ‘‘locking in’’ covered entities to a particular e￾delivery method or preventing them from changing to the other method (if permissible under the proposed rule)? 123 If the disclosure of e-delivery requires the delivery method for each item of covered information to be specified, should covered entities be required to notify covered recipients before changing the method? If so, how? Or should the disclosure of e-delivery itself indicate the specified method is subject to change?
39. We understand that covered
entities generally maintain records of covered recipients’ consent to receive covered information via e-delivery both to operationalize and implement e￾delivery to these recipients and to document compliance with delivery requirements under the Federal securities laws, the entity’s policies and procedures, and any applicable recordkeeping requirements under the Federal securities laws.124 We anticipate that similar practices would continue following any adoption of proposed Reg E-Delivery and are therefore not proposing an express recordkeeping provision regarding the disclosure of e￾delivery. Should we instead include a direct, dedicated recordkeeping provision in Reg E-Delivery that would require covered entities to maintain records regarding the provision of the disclosure of e-delivery? Or should such a provision be included in the books and records rules of the respective categories of covered entities (as applicable)?
3. Delivery of Statement of Availability
of Covered Information to an Electronic Address Under the proposed rule, a covered entity could choose to deliver covered information by delivering a statement of availability of covered information to a covered recipient’s electronic address, which would alert the covered recipient that the covered information is available at a website address that the statement of availability provides. The proposed rule would require this method for covered information that includes PFI, as described in more detail below, and would permit this method for all other covered information.125 The statement of availability of covered information would be subject to certain timing, format, content, and manner of delivery requirements, as described below.126 We understand that many covered entities already employ comparable methods to alert covered recipients of the online availability of investor materials, statements, account changes, or payments.127 First, the statement of availability would be required to include a prominent statement identifying the covered entity and the type of covered information that is available.128

129See proposed Reg E-Delivery § 303.102(c)(1)(ii). For example, shareholders voting by proxy must do so by the deadline specified in proxy materials, and shareholders tendering shares into an offer must do so by the deadline specified in tender offer materials. 130See Form CRS Relationship Summary; Amendments to Form ADV, Investment Advisers Act Release No. 5247 (June 5, 2019) [84 FR 33492 at 33507 and 33527–28] (July 12, 2019)] (‘‘CRS Release’’) (discussing the use of text features to make information more engaging, accessible, and effective while providing hyperlinks or other means to facilitate access to additional information); see also Form CRS, pp. 3–5 (describing the use of references and hyperlinks or other means of facilitating access to additional information); Broadridge Letter, supra footnote 17 (stating that in Broadridge’s operational data on e-delivery open￾and click-through rates show that descriptive and engaging user-friendly notifications increased engagement). 131See Broadridge Letter, supra footnote 17 (stating that Broadridge’s operational data on e￾delivery open and click-through rates show that for
17.9 million statements e-delivered in March 2025,
click-through rates were four times greater (at 17%) for email deliveries that provided direct notification each time a new disclosure document was available, along with user-friendly summary information, than for e-deliveries of the plain vanilla variety (at 4%)). 132See proposed Reg E-Delivery § 303.101(c)(1)(iii). 133See proposed Reg E-Delivery § 303.101. 134We note that the CRS Release discussed the use of evergreen concepts to expand the types of technology referenced in the instructions to keep them relevant as new technologies continue to be developed. See supra footnote 125, at 84 FR 33507. 135Processes reasonably designed to safeguard covered information (e.g., passwords, multifactor authentication) would not be considered as negating the provision of reasonable access. However, as an example, predicating account access on the completion of surveys to collect nonessential data, such as data on covered recipient preferences that the covered entity would use to market additional products or services to the covered recipient, would negate the provision of reasonable access. A covered entity would not be deemed to have provided a covered recipient with reasonable access to a mobile application merely by making the application generally available to download. 136See proposed Reg E-Delivery § 303.102(c)(1)(iii)(C). 137See discussion at infra section II.C. 138See proposed Reg E-Delivery §§ 303.102(c)(1)(iv) and 303.103. 139See infra section II.C (discussing requirements for availability period of covered information to remain on the website address that the statement of availability includes). 140See proposed Reg E-Delivery § 303.102(c)(1)(iii)(A); see also infra section II.B.5 (discussing the delivery of covered information that includes PFI). While covered information that does not contain PFI would not require the use of a process reasonably designed to safeguard PFI, it could be accessible within a personalized electronic portal (such as a covered recipient’s online account or app). 141For example, Broadridge notes that it can take one step or upward of a dozen steps to review disclosures on an application creating significant ‘‘friction’’ and ‘‘fall-off’’ rates that impair effective disclosure. Broadridge Letter, supra footnote 17. 142See CRS Release, supra footnote 125; see also Form CRS pp. 4–5; see also Tailored Shareholder Reports Adopting Release, supra footnote 13, at text accompanying nn.441–443 (describing requirements for the website address where required information is available, appearing on the cover page of a fund shareholder report, which Continued Identifying the covered information being delivered via the statement of availability and the covered entity delivering the information would help ensure that covered recipients understand the information available to them. Second, the statement of availability must include a brief description of the covered information that, as applicable, identifies whether the covered
information may require action by the covered recipient within a fixed time frame to exercise certain rights, and whether the covered information is delivered by a person delivering on behalf of the covered entity.129 Brief descriptions of the covered information would inform covered recipients of the information available and could increase the likelihood that they click through and review the information.130 For some types of covered information, it would be appropriate for the brief description to simply explain the content of the covered information in a few words (e.g., that a trade confirmation provides information about recent securities transactions in the customer’s account). In other cases, it would be appropriate for the brief description to include additional detail, for instance to clarify for the covered recipient the time frame within which an action must be taken or the party sending the covered information to the covered recipient (e.g., situations where the covered recipient receives competing statements from the issuer and a third party, such as third-party tender offers and contested proxy solicitations). We would encourage covered entities to design their statements of availability so as to increase their salience, user￾friendliness, and enhance covered recipients’ understanding of the required regulatory disclosures delivered.131 Third, the statement of availability would be required to include a link to the website address where the covered information is available.132 The rule would define ‘‘website’’ as ‘‘an internet website or other internet- or electronic￾based location where information is stored or presented, such as a mobile application, to which a covered recipient has been provided reasonable access.’’ 133 The purpose of this definition is to capture the standard websites and mobile applications that covered entities use today to provide information to covered recipients while remaining flexible enough to evolve with e-delivery practices and other technological advances that may impact those practices.134 Other internet or electronic-based locations where information is stored or presented could include, for example, smartphone apps or other mobile platforms. The ‘‘reasonable access’’ requirement of the definition is meant to ensure that such electronic locations are easily accessible to covered recipients and do not involve overly burdensome restrictions on access including fee requirements or the collection of nonessential information (for instance, related to marketing) or otherwise that may inhibit expedient navigation to covered information.135 The website address in the statement of availability would need to meet the proposed rule’s requirements for website availability of covered information.136 As described in more detail below, these website availability requirements are designed to help ensure that covered information is available for an appropriate time period and presented in a convenient format for
covered recipients to review and retain.137 The statement of availability would also have to state that covered information made available on a website may be superseded by subsequent versions of the covered information.138 This is intended to put covered recipients on notice that covered information will not be available indefinitely and therefore that they may need to download or print such documents should they need them for their personal records.139 With respect to covered information that does not include PFI, the website address would need to lead directly to the covered information that is described in the statement of availability.140 In many circumstances, these disclosures may already be posted on the covered entity’s public-facing website pursuant to applicable Commission rules or otherwise and the statement of availability could link directly to the specific covered information it delivers. Investors and other covered recipients are more likely to review information that they can access directly. They are less likely to review information if they must click through multiple pages to access it or if they are directed to a landing page where they have to sort through a large number of documents that are not the subject of the statement of availability received by the covered recipient (e.g., a landing page with covered information for funds not held by the covered recipient).141 This proposed requirement is consistent with other Commission disclosure requirements that rely on hyperlinks.142

website must permit an investor to navigate to required documents with a single click or tap). 143See proposed Reg E-Delivery § 303.102(c)(1)(v). 144See requests for comment in infra section II.B.7; see also 1995 Guidance, supra footnote 3, at text accompanying n.16 (stating that the Commission recognized that various offerings might now be made exclusively through electronic means). 145See 1995 Guidance, supra footnote 3, at n.20; 1996 Guidance, supra footnote 3, at section II.A. Finally, the statement of availability would also be required to include a prominent statement describing the following topics:

• The covered entity’s obligation to
  provide a paper copy of the covered information free of charge, upon request;
• The ability to opt out of e-delivery
  at any time and receive all or a subset of covered information provided after the opt-out in paper format, free of charge;
• The ability to update one’s
  electronic address free of charge (including, if applicable, an explanation of how to change the type of electronic address that will be used for delivery, such as email or mobile phone number); and
• The process for a covered recipient
  to request paper copies, opt out of e￾delivery, and update one’s electronic address, which at a minimum must direct a covered recipient to a website through which one can make these requests and updates. If applicable, a covered entity must disclose whether a covered recipient’s request for paper or to opt out of e-delivery could result in restrictions on or termination of the covered recipient’s relationship with the covered entity.143 As discussed in more detail in sections II.B.7 and II.B.8 below, covered entities would be obligated, under the proposed rule, to provide paper copies of covered information on request and to permit covered recipients to opt out of e￾delivery going forward and to update their electronic addresses, all free of charge. The proposed rule requires covered entities to describe these obligations of covered entities and the process for a covered recipient to make these requests in statements of availability to help ensure that covered recipients are aware of these options and are able to easily act upon them if they choose to do so. We understand that there are certain firms with e￾delivery business models that currently reserve the right, when a person establishes a customer or client relationship with such firm or otherwise through contract, to restrict or close the account of a person who requests paper.144 In such circumstances, under the proposed rule, if the covered entity could restrict or terminate a customer account or relationship after a covered recipient requested paper or opted out of e-delivery, it must describe this approach in response to the rule’s requirement to explain the process for requesting paper and opting out of e￾delivery and disclose any relevant restrictions associated with a covered recipient’s request for paper or to opt out of e-delivery. This requirement is designed to inform covered recipients of the potential consequences that may result from requesting a paper copy of covered information or opting out of e￾delivery under these circumstances. We request comment on the proposed requirements associated with the proposed statement of availability of covered information as a method of e￾delivery under the rule:

40. Is it appropriate that the proposed
    rule permits delivery of a statement of availability of covered information to a covered recipient’s electronic address as an e-delivery method? Are there other methods of e-delivery we should consider?
41. Do covered recipients have certain
    preferences in how statements of availability are presented? Would covered recipients favor a statement of availability as opposed to direct delivery of information in certain circumstances over others?
42. Are the proposed content
    requirements for a statement of availability reasonable? Should we require, as proposed, the prominent statement alerting the covered recipient that covered information is available and identifying the covered information and the covered entity?
43. The proposed content
    requirements for statements of availability do not address the content requirements of covered information, and do not change the requirements for covered information under the provisions of the Federal securities laws. In addition to the proposed requirements of Reg E-Delivery, should we include a requirement reflecting the principle that covered information delivered through e-delivery must present information in substantially the same order as would otherwise be required when the same covered information is delivered in paper format? 145 Would this unduly constrain the format or effectiveness of electronically delivered covered information or curtail covered entities’ ability to develop a more personalized, interactive, and efficient experience with regulatory disclosure through e￾delivery?
44. Should the brief description of the
    covered information provided by the covered entity be optional instead of mandatory as proposed? Do the proposed mandatory brief descriptions have the potential to be overly burdensome or unnecessary? If they were optional, for which types of covered information do commenters expect covered entities to provide a brief description on an optional basis, and what content would they include in the brief description? We are aware that certain email functionality exists that provides ‘‘previews’’ of documents to give covered recipients a portion of the information in the document being made available and the ability to click into the document on the covered entity’s website. How would such functionality interact with the statement of availability and direct delivery requirements outlined in the proposed rule?
45. Should covered recipients be
    required to indicate how long each item of covered information would be available on the website in the statement of availability rather than only being required to state that covered information made available on a website may be superseded by subsequent versions of the covered information, as proposed?
46. Is the proposed definition of
    ‘‘website’’ as an internet website or other internet or electronic-based location where information is stored or presented, such as a mobile application, to which a covered recipient has been provided reasonable access, appropriate? Would this definition remain evergreen as technologies develop? Would another term be more descriptive and broadly encompassing of the range of potentially applicable technologies that could serve to make covered information available?
47. Is the proposed requirement that
    the website address included in the statement of availability lead the covered recipient directly to the covered information appropriate? Are there instances in which a small number of ‘‘clicks’’ to navigate to the covered information would not be burdensome or confusing for covered recipients?
48. Should we require the inclusion of
    the website address where the covered information is available as proposed, or should we provide flexibility on this requirement? Are there potential cybersecurity or fraud concerns with providing links to websites where covered recipients provide passwords or other similar credentials to access covered information?

146See supra section II.B.2; infra section II.D.2. 147See proposed Reg E-Delivery § 303.102(c)(2). 148 In addition, direct deliveries of covered information would be subject to the same prominence requirements as described in proposed Reg E-Delivery § 303.102(c)(1). See proposed Reg E￾Delivery § 303.102(c)(2). We discuss the application of the proposed rule to covered entities that reserve the right, when a person establishes a customer or client relationship with such firm or otherwise through contract, to restrict or close the account of a person who requests paper at supra footnote 144 and accompanying text. 149Proposed Reg E-Delivery § 303.102(c)(2) states that ‘‘the direct delivery of the covered information must include the information described in paragraphs (c)(1)(i), (c)(1)(ii), and (c)(1)(v) [pertaining to the statement of availability].’’ 150Covered recipients would be permitted to include some of the information in the body of the communication and some as an attachment to the same communication as long as all of the covered information is included in the delivery. 151 Id. Additionally, we note that other Commission rules include similar ‘‘convenient for reading and printing’’ requirements regarding the electronic presentation of covered information. See, e.g., 17 CFR 230.498 Summary Prospectuses for open-end management investment companies (stating that materials must be on the website in a format, or formats, that are convenient for both reading online and printing on paper), 17 CFR 240.14a–16 internet availability of proxy materials (stating that the materials ‘‘must be presented on the website in a format, or formats, convenient for both reading online and printing on paper’’), 17 CFR 270.30e–3 (stating that the materials ‘‘must be presented on the website in a format, or formats, that are convenient for both reading online and printing on paper’’), and Form CRS Release supra footnote 130 at text accompanying nn.144–168 (stating that firms may use various tools to facilitate access to electronic media). The proposed ‘‘convenient for reading . . . being printed . . . and permanently retaining’’ requirements in Reg E￾Delivery also reflect the principle that there should be an opportunity to retain a permanent record of information delivered electronically. See 1995 Guidance, supra footnote 3, at text following n.22; 1996 Guidance, supra footnote 3, at n.22; see also proposed Reg E-Delivery § 303.103(c) and infra
section II.C.
49. Is covered information provided
electronically pursuant to the current E￾Delivery Guidance generally available on websites? Is the covered information made available through the use of a password or other credentials? When is information available on a secure website that requires a password or other credentials versus on the public￾facing portion of a website? To facilitate easy access to covered information that does not contain PFI, should we expressly prohibit log-ins or similar processes that precede a covered recipient’s access to covered information that is delivered through a statement of availability, or is requiring the website address where the covered information is available that is included in the statement of availability to lead the covered recipient ‘‘directly’’ to the covered information, as proposed, sufficient? Would such an express prohibition interfere with covered entities’ ability to provide links to online account inboxes or similar personalized portals in statements of availability?
50. Should we include the reasonable
access provision in the website definition? Should we define ‘‘reasonable access’’ in the proposed rule? If so, how should we define it? Should ‘‘reasonable access’’ mean that a covered recipient can access an internet website or other internet or electronic￾based location without undue burden or complexity, fees or charges, or surveys or other unnecessary prerequisites? In addition to requiring the payment of additional fees, the submission of additional customer or investor information, or an excessive number of ‘‘clicks’’ to access covered information, are there any other practices that would prevent reasonable access? As an alternative to the proposal, should the rule explicitly permit covered entities to require covered recipients to download mobile applications or another similar means of facilitating access to view covered information, or should the rule prohibit this practice as an unreasonable limitation?
51. Should we require, as proposed,
that statements of availability include a prominent statement describing the covered entity’s obligation to provide a paper copy of covered information upon request, the covered recipient’s ability to opt out of e-delivery and update the covered recipient’s electronic address, and the processes for covered recipients to make these choices? Do commenters have different suggestions for the content of the prominent statement in statements of availability? In addition, should we require, as proposed, that statements of availability, if applicable, must disclose whether a covered recipient’s request for paper or to opt out of e-delivery could result in restrictions on or termination of the covered recipient’s relationship with the covered entity? Should we also, as proposed, require a similar disclosure to be included in the disclosure of e￾delivery and the initial transition notice? 146
52. We are not proposing an express
recordkeeping provision in proposed Reg E-Delivery relating to the statement of availability. Should we instead include a direct, dedicated recordkeeping provision in Reg E￾Delivery that would require covered entities to maintain a record of the statement of availability? Or should such a provision be included in the books and records rules of the respective categories of covered entities (as applicable)?
4. Direct Delivery of Covered
Information That Does Not Include Personal Financial Information to an Electronic Address The proposed rule also provides an option for covered entities to deliver covered information directly to an electronic address.147 Under this approach, the covered entity must include all of the covered information being delivered either in the body of the communication or as an attachment. This method would not be permitted for covered information that includes PFI, but would be permitted for all other covered information, based on the assumption that some documents are not suitable for direct delivery. This would provide covered entities flexibility in how they communicate with covered recipients and reflect that covered recipients may have different preferences about how they receive and access covered information delivered electronically. There also may be circumstances where direct delivery of covered information may facilitate ease of access to covered information, increasing the likelihood that a covered recipient would review the disclosure by minimizing the clicks necessary to access the covered information. A message directly delivering covered information would include substantially the same information that we propose to require for statements of availability regarding the nature of the information being delivered and the covered entity’s obligation to provide paper copies upon request or permit covered recipients to update their electronic address.148 These disclosures would be equally relevant to covered recipients regardless of whether they receive information directly or via a statement of availability, and are designed to provide covered recipients with prominent disclosures about covered entities’ obligations and processes associated with providing covered information in the format covered recipients prefer.149 In addition, the proposed rule would require direct delivery to include all of the covered information being delivered either in the body of the communication or as an attachment 150 (in either case presented in a widely available format that is convenient for reading in electronic format, being printed on paper, and permanently retaining in an electronic format).151 These requirements are designed to help ensure that a covered recipient receives complete covered information through direct delivery and is able to easily

152See infra section II.C.
153Proposed Reg E-Delivery § 303.101. PFI would include information related to non-natural persons, such as the account numbers or details regarding specific securities transactions of an institution or business entity. 154 1996 Guidance, supra footnote 3, at section II.B. 155 Internet crime has increased as the use of the internet has risen. See Federal Bureau of Investigation, 2024 internet Crime Report (Apr. 23,
2025) at 3, available at https://www.ic3.gov/
AnnualReport/Reports/2024_IC3Report.pdf (stating that during its infancy 25 years ago, the FBI Crime Complaint Center received roughly 2,000 complaints every month, whereas, over the past five years the Center has averaged 2,000 complaints a day). For instance, in 2024, individuals reported 64,882 complaints regarding Personal Data Breach and 21,403 complaints regarding Identity Theft to internet Crime Complaint Center, a significant increase over the FBI’s reported 2019 statistic. See id. at 9; see also Federal Bureau of Investigation, 2019 internet Crime Report (Feb. 11, 2020) at 15, available at https://www.ic3.gov/AnnualReport/ Reports/2019_ic3Report.pdf; see also 2025 FINRA Annual Regulatory Oversight Report (Jan. 2025) at 3, available at https://www.finra.org/sites/default/ files/2025-01/2025-annual-regulatory-oversight￾report.pdf (‘‘describing increasing cybersecurity and cyber-enabled fraud risks’’). 156See supra section II.B.4. 157See 17 CFR 248.30. review and preserve that covered information. We request comment on the proposed requirements for the direct delivery of covered information to an electronic address:
53. Should we allow for the direct
delivery of covered information to electronic addresses?
54. Would covered recipients prefer
the direct delivery of covered information when possible as opposed to a statement of availability format? Should we require the direct delivery of information for certain types of covered information or in certain circumstances?
55. Are there unique cybersecurity or
fraud risks associated with the direct delivery of covered information, as opposed to other types of information that covered entities deliver to investors, customers, clients, or other recipients?
56. Are there any difficulties in
providing direct disclosure to a covered recipient’s electronic address? For example, are there problems delivering large file sizes, formatting documents, or operational difficulties in providing information directly for any particular categories of covered information? If so, for which categories, and should we modify the proposed rule as a result, or are these factors that covered entities should consider in determining how and whether to deliver covered information directly?
57. Should we be less prescriptive
with regard to any of the proposed requirements for direct delivery to facilitate evolving technology or types of disclosure? For example, would the proposed requirement that covered information be presented in a widely available format that is convenient for reading in electronic format, being printed on paper, and permanently retaining in an electronic format, limit the ability to include electronic tools or overlays in electronically presented covered information? Are there any particular requirements in the proposed rule we should remove or modify so as to make the rule more evergreen over time or to enable covered recipients to develop more interactive or engaging user experiences with electronically delivered covered information?
58. Should we provide additional
detail regarding what would constitute delivering information in a widely available format that is convenient for reading in electronic format? For example, should we specify whether this requires optimization for mobile devices? Do covered entities currently e￾deliver covered information in a format that optimizes for or permits reading on mobile devices?
5. Delivery of Covered Information That
Includes PFI
The proposed rule defines PFI and includes conditions for the e-delivery and website availability 152 of covered information containing PFI that are designed to provide enhanced protections for this sensitive information. We are proposing to define PFI as information specific to a covered recipient’s personal financial matters, such as an account number or details regarding a specific securities transaction.153 The examples in the proposed definition are non-exclusive. The proposed definition is consistent with the definition of PFI used in the 1996 Guidance, where the Commission recognized the ‘‘need to maintain the confidentiality and security’’ of PFI.154 The Commission recognizes the need to protect the confidentiality and security of this information has only grown as the use of technology has become more pervasive and threats have increased.155 The proposed rule would not permit the e-delivery of covered information containing PFI through the direct delivery method described above.156 In 1996, the Commission stated that information specific to personal financial matters required intermediaries to take reasonable precautions to ensure the integrity, confidentiality, and security of that information. As discussed in the 1996 Guidance, PFI can be found in a variety of materials. For example, the information reported to customers in trade confirmations under Exchange Act rule 10b–10 relates to specific securities transactions and includes the identity and number of shares bought or sold and the net dollar price for the shares. Under Exchange Act rule 10b–16, a broker-dealer that imposes finance charges on a customer’s account during a quarterly period must deliver a quarterly statement disclosing, among other things, the account’s beginning and closing balances as well as debits and credits entered during the period. Similarly, under Advisers Act rule 206(3)–2, investment advisers engaging in agency cross transactions involving clients are required to send the clients disclosure about those transactions. Additionally, under Exchange Act rule 17a–3(a)(17), a broker-dealer must furnish each customer within 30 days of opening an account and thereafter at intervals no greater than 36 months, a copy of the account record, which may include PFI. We recognize that certain covered information, such as trade confirmations, can be consequential because of their importance in identifying potential discrepancies or fraud. For example, confirmations of transactions that brokers-dealers send to their customers pursuant to Exchange Act rule 10b–10 may contain information requiring prompt action by the recipient (such as an apparent error or an indication of possible fraudulent activity) and are commonly retained by customers as personal financial records, including for tax purposes. Moreover, if an unauthorized person accesses this PFI, it puts a covered recipient at risk of substantial harm. For instance, someone may use the information to improperly access
the covered recipient’s financial accounts. For these reasons, it is appropriate to require covered entities to take reasonable precautions to ensure the integrity, confidentiality, and security of PFI in covered information delivered to covered recipients electronically. Many covered entities already have obligations to protect the security of such information. For example, under Regulation S–P, broker-dealers, investment companies, registered investment advisers, and transfer agents are required to develop, implement and maintain written policies and procedures that address administrative, technical, and physical safeguards for the protection of customer information.157 These policies and procedures must include an incident response program that is reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information, including

158See Regulation S–P Adopting Release, supra footnote 13. Large entities were required to comply with amended Regulation S–P by December 3, 2025, and smaller entities are required to comply by June 3, 2026. All 50 states and the District of Columbia impose some form of data breach notification requirement under state law. See id. 159See 17 CFR 248.30(d)(9). Sensitive customer information is defined as any component of customer information alone or in conjunction with any other information, the compromise of which could create a reasonably likely risk of substantial harm or inconvenience to an individual identified with the information. 160Regulation S–ID applies to ‘‘financial institutions’’ or ‘‘creditors’’ that offer or maintain ‘‘covered accounts.’’ Entities that are likely to qualify as financial institutions or creditors and maintain covered accounts include most registered brokers, dealers, funding portals, investment companies, and some registered investment advisers. See 17 CFR 248.201; see also Identity Theft Red Flag Rules, Investment Advisers Act Release No. 3582 (Apr. 10, 2013) [78 FR 23637 (Apr. 19, 2013)]; see also 17 CFR 227.403(b). 161See, e.g., 16 CFR 314 (Federal Trade Commission Standards for Safeguarding Customer Information). 162See ICI Survey, supra footnote 25, at n.13 (‘‘For investor-specific forms that contain non￾public information, the notice informs investors their statement or tax form is available. Investors are then free to log into their account, using pre￾existing authentication credentials (often multi￾factor), to retrieve their personalized content.’’); see also Nov. 2025 ICI Letter, supra footnote 17, at 6 and 13. This commonly appears in guidance to customers regarding e-delivery. See e.g., LPL Financial at https://www.lpl.com/investors/lpl￾account-view/going-paperless.html (‘‘While email is used to notify you when you have new documents available, any documents that contain sensitive personal or financial information must be protected by a secure login process.’’), J.P. Morgan at https:// am.jpmorgan.com/us/en/asset-management/adv/ shareholder-account-access/edelivery/edelivery￾faqs/ (‘‘No personal information regarding your account will be sent via email. Instead you will be emailed a notification that new regulatory materials are available and the email will include a link to the document that you are required to receive.’’), and Fidelity Investments at https://digital. fidelityinvestments.com/edelivery (‘‘Fidelity will send you an email notification as soon as your documents are available for viewing online. The email includes a convenient direct link to the documents area within NetBenefits.com. To protect your security, log in is required.’’). 163See SIFMA Letter, supra footnote 44, at 8–9; see also CCMR Letter, supra footnote 44, at 4–5; Nov. 2025 ICI Letter, supra footnote 17, at 6; ICI Survey, supra footnote 25, at 6. 164See Nov. 2025 ICI Letter, supra footnote 17, at 6. 165But see infra requests
for comment in this
section II.B.5 (asking whether direct delivery of
covered information containing PFI should be permitted in some circumstances). 166Proposed Reg E-Delivery § 303.102(c)(1). 167See supra footnote 162 and accompanying text. 168See discussion of requirements for website availability at infra section II.C. 169See discussion and accompanying text at supra footnote 135. 170Proposed Reg E-Delivery § 303.102(c)(1)(iii). customer notification procedures.158 Under Regulation S–P, the response program must include procedures for the covered institution to notify each affected individual whose sensitive customer information was, or is reasonably likely to have been, used without authorization, unless the covered institution determines, after a reasonable investigation of the facts and circumstances of the incident of unauthorized access to or use of sensitive customer information, that the sensitive customer information 159 has not been, and is not reasonably likely to be used in a manner that would result in substantial harm or inconvenience. Covered institutions that hold transactional accounts for consumers may also be subject to Regulation S– ID.160 Such entities must develop and implement a written identity theft program that includes policies and procedures to identify relevant types of identity theft red flags, detect the occurrence of those red flags, and respond appropriately to the detected red flags. Other statutes and regulations beyond the Federal securities laws may also require similar protections of PFI.161 Many covered entities have already chosen to use an approach akin to the proposal’s statement of availability, instead of direct delivery, to address confidentiality and security concerns that arise in connection with the e￾delivery of covered information containing PFI or other non-public information. Covered entities commonly will deliver an electronic notification informing a recipient that information is available, while providing access to the document via a link to a secure website such as an online portal.162 The website offers enhanced security measures, including encryption and multi-factor authentication.163 Additionally, covered entities may utilize back-end surveillance protocols designed to detect suspicious online activity patterns.164 This method of delivery provides greater security than if the information were delivered directly to a covered recipient’s email account, which may not implement the same degree of security precautions. Generally, we are concerned that direct delivery would not sufficiently ensure the integrity, confidentiality, and security of covered information containing PFI.165 Accordingly, the proposed rule would require covered entities to deliver covered information containing PFI solely via a statement of availability and would require that such information be protected by a process reasonably designed to safeguard the PFI.166 As noted above, the Commission understands that many covered entities already e-deliver documents containing PFI via a
statement of availability or secure means, and do not directly deliver those documents to a covered recipient’s email address.167 This requirement is designed to reduce the likelihood that non-authorized persons can access the covered recipient’s PFI and to help ensure that the PFI is protected in a secure environment provided by the covered entity or its service providers so that the PFI is reasonably safe from potential inadvertent disclosure or misuse.168 A process reasonably designed to safeguard PFI could include the use of passwords (currently the most common means of securing sensitive information), but also could include other processes reasonably designed to safeguard information.169 Such processes could include, for example and where appropriate, two-factor authentication, biometrics, cryptography or other technologies that have not yet been developed. These other processes may provide enhanced security, be easier for covered recipients to use, or provide other benefits over the use of passwords. In addition, the proposed rule would require that the website address included in the statement of availability lead directly to the covered information immediately after the covered recipient completes the process reasonably designed to safeguard the PFI.170 This requirement is designed to facilitate easy access to the covered information after the completion of the safeguarding process and maximize the likelihood that covered recipients review the covered information. We request comment on the proposed requirements associated with the delivery of covered information that includes PFI:
59. Does the rule, as proposed,
contain sufficient protections for e￾delivery of covered information containing PFI? If not, what additional requirements should the Commission impose? Are there other methods of securely delivering covered information containing PFI, aside from those we have proposed, that we should specify?
60. Does the rule, as proposed,
contain unnecessary restrictions on the e-delivery of covered information containing PFI? If so, should we instead permit more flexible or principles-based alternatives? Do existing laws or regulations (e.g., Regulation S–P) already provide sufficient protections for the e-delivery of covered information containing PFI?
61. What safeguards do covered
entities now use to protect e-delivery of covered information containing PFI? Is

171For example, we understand that some covered entities may be able to directly deliver materials with embedded multifactor authentication. ICI Survey, supra footnote 25, at 6. 172See 17 CFR 248.30(d)(9); see also Regulation S–P Adopting Release, supra footnote 13. 173See proposed Reg E-Delivery § 303.101 (defining ‘‘deliver’’ or ‘‘delivery’’ to mean, as applicable, to deliver, furnish, transmit, send, give, mail, provide, forward, make available, or disseminate information, as described in the Federal securities laws). 174See proposed Reg E-Delivery § 303.102(d). We recognize that there may be circumstances where there are e-delivery failures including bounce￾backs. See discussion at infra section II.B.9 regarding identifying and mitigating e-delivery failures. 175See 1995 Guidance, supra footnote 3. The 1995 Guidance also provides that the Federal securities laws do not preclude the delivery of a document through different media. 176See proposed Reg E-Delivery § 303.102(e). 177For example, a covered recipient may purchase shares of an investment company through a broker-dealer. In such circumstances, the proposed rule would permit the broker-dealer to send a statement of availability of a trade confirmation and a statutory prospectus together. See also section 5(b)(2) of the Securities Act (making it unlawful to deliver a security for the purpose of sale or for delivery after sale unless the security is accompanied or preceded by a prospectus). the proposed rule largely consistent with current industry practices? If not, how is it different? How are covered entities currently delivering this information electronically? How do the proposed requirements regarding the delivery of covered information containing PFI compare to privacy laws or other regulations regarding the delivery of materials containing personal information that may be applicable in non-U.S. jurisdictions where covered entities operate or have covered recipients? How do covered entities currently handle delivering materials containing personal information across multiple jurisdictions with potentially different regimes, and how would the proposed requirements interact with them?
62. Should we prohibit the direct
delivery of covered information containing PFI to a covered recipient’s electronic addresses, as proposed? Are there circumstances where prohibiting the delivery of covered information containing PFI to a covered recipient’s electronic address creates problems for the necessary communication of information to covered recipients (for example, situations where a covered recipient asks for their trade confirmations to be sent directly to their email)? Are there current practices whereby covered information containing PFI can potentially be directly delivered in a secure manner, or are such practices reasonably anticipated, such that we should provide exceptions for the direct delivery of covered information containing PFI to electronic addresses? 171 If so, what should be the parameters for such an exception? What would the costs of the proposal be for covered entities that currently deliver PFI in a secure manner and their recipients?
63. Instead of providing the option of
direct delivery, should the rule require covered entities to deliver a statement of availability of covered information for all covered information under the rule, and not just covered information including PFI? What would be the costs and benefits of such a requirement? To what extent would restrictions such as requiring user ID and password affect the speed with which recipients access such information and the likelihood they would access it at all?
64. Does the proposed definition of
the term ‘‘personal financial information’’ appropriately capture the type of information that should be subject to heightened protections? If not, how should the definition be changed? Are there other terms, such as ‘‘sensitive customer information’’ as used in Regulation S–P,172 that would be more appropriate here because they capture additional pieces of information that are included in existing covered information delivery requirements and should be subject to heightened protections beyond those already provided by existing privacy law? Are there other terms that would capture less information, to the extent commenters believe this would be appropriate? If so, what are they and why would those terms be more appropriate?
65. Should we require covered
information that contains PFI to be accessed only through the use of a process reasonably designed to safeguard the covered information, as proposed? Are there other conditions that we should require for accessing covered information that contains PFI? If so, what are they?
66. Is the language we use to describe
a secure log-in method as a ‘‘process reasonably designed to safeguard the personal financial information’’ reasonably clear? Will such language remain evergreen as secure electronic systems that safeguard PFI evolve with technology over time?
6. Timing, Form, and Manner of E￾Delivery
The proposed rule provides that the e￾delivery (whether statement of availability or the direct delivery of covered information) must be delivered 173 no later than the date by which the covered information is required to be delivered under the Federal securities laws.174 This provision is designed to ensure that covered entities provide covered information within the same time frame as they would provide paper documents. This proposed requirement also is consistent with the Commission’s E-Delivery Guidance stating that documents delivered using e-delivery should be prepared, updated, and delivered consistent with the provisions of the Federal securities laws in the same manner as paper documents.175 Moreover, requiring e-delivery of covered information no later than specified in the Federal securities laws would help ensure that covered recipients can take appropriate actions in response to the receipt of covered information, including actions that require a prompt response or a decision by the covered recipient within a certain time frame. For example, for covered information containing PFI, untimely delivery could cause a covered recipient to fail to identify problematic or fraudulent activity in their account as promptly as would be desirable. The proposed rule states that a statement of availability may provide that multiple items of covered information are available for review in a single statement, and similarly, a direct delivery may include multiple items of covered information.176 This provision provides flexibility to covered entities to place more than one item of covered information in a single delivery if, for example, it reduces the logistical and operational burdens of e-delivery. It also recognizes that delivering items of covered information that relate to the same investment or relationship together can improve the covered recipient’s ability to contextualize and understand the covered information, as well as the fact that delivering certain items of covered information together (where not prohibited under the Federal securities laws) is currently a common business practice and, in some cases, a practical necessity to comply with the requirements of the Federal securities laws.177 Under the proposed rule, a covered entity delivering multiple pieces of covered information may also choose to combine the two methods of delivery in a single delivery, for example, by sending a statement of availability for one piece of covered information to the covered recipient’s electronic address and attaching another related piece of covered information as a direct delivery, provided that all of the requirements of the proposed rule are

178See proposed Reg E-Delivery § 303.102(f)(1); see also infra text accompanying footnote 195 (discussing that the proposed requirements for a covered entity to comply with covered recipients’ elections to receive paper, as a practical matter, would entail relevant operations and compliance systems, as well as related recordkeeping). 179For example, Exchange Act rule 17a–4 requires broker-dealers to retain certain records for six years; rule 31a–2 under the Investment Company Act requires funds to maintain records for a period of not less than six years; and rule 204– 2 under the Advisers Act requires advisers to maintain records for a period of not less than five years. Covered entities may, as permitted by these or similar recordkeeping rules, maintain these records electronically and print them to facilitate requests for paper documents. 180For example, there is no record retention requirement for proxy statements or annual reports required to be furnished to security holders under Regulation 14A. Proxy statements and annual Continued met for each piece of covered information. In addition, the proposed rule provides that a statement of availability or direct delivery of covered information must be delivered separately from communications that are not covered information, except as otherwise provided under the Federal securities laws. Additionally, the statement of availability or direct delivery would need to contain only the content required by the proposed rule, except that it also may include any content expressly required under the Federal securities laws, and pictures, logos, or similar design or text elements that are not misleading and do not make the covered information unclear. This would allow a covered entity to include, for example, contact information for questions about the covered information or technical support for the covered recipient’s account, as such information would not make the covered information unclear. These requirements for form and manner of e-delivery are designed to help ensure that the e-delivery is not lost or buried in other communications or marketing materials so that covered recipients are more likely to see the e￾delivery and review the covered information. Specifically, the separate delivery requirement is meant to ensure that other documents do not obscure the regulatorily required covered information. For example, certain marketing materials that are not regulatory disclosures required under the Federal securities laws, or other mail from affiliates of the covered entity, should not obscure the covered information that is required to be delivered. The proposed requirements would also help ensure that the e￾delivery contains only the content required by the rule with no superfluous information, clearly describes the available information, outlines the process to review the items in the case of statements of availability, and (as described in more detail below) discusses how to change delivery
preferences. We request comment on the proposed timing, form, and manner of delivery requirements:
67. Should we include the timing of
electronic delivery requirements in the proposed rule? Or, is this provision duplicative of existing timing requirements imposed by the Federal securities laws?
68. Should we require that covered
information be delivered electronically no later than the date by which the covered information is required to be delivered under the Federal securities laws, as proposed?
69. Are there any delivery
requirements under the Federal securities laws that raise unique timing requirements that this provision would affect? If so, what are they and how should we modify the timing requirements in these cases?
70. Should we change the timing of
when a statement of availability must be delivered or direct delivery made to a covered recipient’s electronic address and, if so, how? Explain how such changes would enhance the likelihood that the covered recipient would pay attention to the disclosure or disclosures or otherwise would improve the disclosure experience.
71. Should the proposed rule
generally require the statement of availability or the direct delivery of covered information to be delivered separately from other communications that are not covered information, as proposed? Would this increase the likelihood that covered information is noticed and reviewed? Are there circumstances where they should be permitted to be included with other types of communications? Or, would the separate delivery requirement result in an excessive number of electronic deliveries that could deter recipients from noticing and reviewing covered information? Should the statements of availability and direct deliveries, as proposed, only contain the content required under the rule with exceptions for including any content expressly required under the Federal securities laws, and pictures, logos, or similar design or text elements that are not misleading and do not make the covered information unclear? Is this formulation sufficiently principles-based to ensure that the disclosures are prominent and clear while providing covered entities appropriate flexibility in the design of their electronic deliveries? Should we provide covered entities greater flexibility in the information they include?
72. Should we require separate
communications for each item of covered information or allow statements of availability and direct deliveries to include multiple items of covered information, as proposed?
73. Should we adopt any other form
and manner requirements for e￾delivery? For example, should we specifically incorporate plain English concepts? Should we adopt any particular font, headings, white space, or formatting requirements to make disclosures easier to read? Should the Commission consider factors other than design, delivery, and content?
7. Obligation of Covered Entities To
Provide Paper Copies of Covered Information and Permit Opting Out of E￾Delivery The proposed rule provides that a covered entity must send, free of charge, one paper format copy of any of the covered information that the covered entity has delivered through e-delivery to a covered recipient during the period the covered entity is required to retain the covered information under the Federal securities laws (or during the preceding two years if there is no such requirement), to any such covered recipient requesting such a copy. The covered entity must send the copy of the covered information by U.S. first class mail or another reasonably prompt means within three business days after receiving a request, unless otherwise specified in the Federal securities laws.178 The delivery of paper versions of covered information upon request would facilitate ease of access to and review of covered information by covered recipients through their preferred method. Requiring covered entities to send a paper copy of covered information electronically delivered during the applicable record retention period would provide a reasonable amount of time for covered recipients to request current and historical covered information in paper format.179 In addition, limiting the obligation to provide copies in paper format to the time period covered entities are already required to maintain the item of covered information as a record would help ensure that covered entities are able to accommodate requests for paper copies and help control the operational and logistical costs imposed on covered entities to do so. If there is no applicable record retention requirement under the Federal securities laws,180 the proposed

reports are, however, filed and submitted, respectively, on EDGAR. 181See 1996 Guidance, supra footnote 3, at n.17 (‘‘the Commission believes it is reasonable to expect that broker-dealers would provide customers with information in paper form upon request for a period of two years’’). 182We note that in some circumstances the Commission has required information to be sent in three business days. See 17 CFR 230.498(f) (stating that ‘‘the Fund (or a financial intermediary through which shares of the Fund may be purchased or sold) must send, at no cost to the requestor and by U.S. first class mail or other reasonably prompt means, a paper copy of the Fund’s Statutory Prospectus, Statement of Additional Information, and most recent annual and semi-annual reports to shareholders to any person requesting such a copy within three business days after receiving a request for a paper copy’’); see also 17 CFR 270.30e–3(e) (stating ‘‘[a] paper copy of any of the materials specified in paragraph (b)(1) of this section must be transmitted to any person requesting such a copy, at no cost to the requestor and by U.S. first class mail or other reasonably prompt means, within three business days after a request for a paper copy is received’’); 17 CFR 270.30e–1(b)(3) (requiring the delivery upon request of paper copies of disclosures required by Items 7 through 11 of Form N–CSR, which open-end funds must make available online, within three business days). 183For example, beneficial owners of shares of a corporate issuer are entitled to receive paper copies of proxy materials upon request, but the time periods specified in the rules governing the time a broker has to request a copy from the issuer after receiving the beneficial owner’s request (i.e., three business days), the time the issuer then has to send a paper copy to the broker after receiving the broker’s request (i.e., three business days), and the time the broker then has to send the paper copy to the beneficial owner after receiving the proxy materials from the issuer (i.e., three business days) allow for up to a total of nine business days for delivery of a paper copy to a beneficial owner following the beneficial owner’s request to the broker. See 17 CFR 240.14a–16(j)(1) (requiring issuers or other soliciting persons to send a paper copy of proxy materials to any record holder requesting such a copy within three business days after receiving such request); 17 CFR 240.14b– 1(d)(4)(i) (requiring a broker or dealer to request a copy of proxy materials from the issuer or other soliciting person within three business days after receiving a request for a copy from a beneficial owner); 17 CFR 240.14b–1(d)(4)(ii) (requiring a broker or dealer to forward a copy of proxy materials to a beneficial owner within three business days after receiving the materials from the issuer or other soliciting person). 184See proposed Reg E-Delivery § 303.102(f)(2). 185Because Reg E-Delivery differs in approach from the E-SIGN
Act in that it would permit use of e-delivery by covered entities without first obtaining affirmative consent from covered recipients, proposed Reg E-Delivery would include different requirements from the consumer disclosure requirements associated with the E-SIGN Act, including those that address the possibility of fees being charged for paper. 186See supra footnotes 124, 178; see also infra footnote 195. As relevant, such systems also would entail relevant supervision to prevent violations. See, e.g., 1996 Guidance, supra footnote 3 (stating that, regardless of whether information is delivered in paper or electronic form, broker-dealers and investment advisers must reasonably supervise firm personnel with a view to preventing violations, and therefore should consider the need for systems and procedures to deter or detect misconduct by firm personnel in connection with the delivery of information, whether by electronic or paper means). 187See proposed Reg E-Delivery § 303.102(f)(2) (requiring a covered entity to permit a covered recipient to opt out of electronic delivery for ‘‘any or all’’ covered information). 188For example, the ICI report on Americans’ Views on E-Delivery of Financial Documents indicates that more shareholders prefer to receive fund shareholder reports (20%) versus fund prospectus (17%) and trade confirmations (17%) in paper. Nov. 2025 ICI Letter, supra footnote 17. rule provides that a covered entity must send, upon request, one paper copy of any item of covered information delivered through e-delivery to a covered recipient in the two years preceding the date of the covered recipient’s request. This provision imposes a requirement on covered entities as to how long they must provide free copies in paper format to covered recipients in the absence of a specific record retention requirement for the requested item of covered information. The proposed two-year retention period would align with the two-year period referenced in the E￾Delivery Guidance,181 and provides a reasonable period of time for covered recipients to request a paper copy of covered information given that this covered information was previously delivered electronically. The requirement to send a copy of covered information by U.S. first class mail or another reasonably prompt means within three business days of receiving the request (unless a shorter or longer period is specified in the Federal securities laws) is designed to ensure that covered recipients promptly receive their covered information in their preferred format but also balances the fact that printing and mailing paper documents are operational processes that may take time to complete.182 The ‘‘unless otherwise specified in the Federal securities laws’’ exception acknowledges that in some cases the Federal securities laws provide different time frames or processes for responding to covered recipient requests for covered information and is designed to avoid disrupting these existing requirements
and practices.183 This proposed provision also is intended to prevent fees from discouraging covered recipients if they wish to review a paper copy of covered information that has been provided and, if delivered via a statement of availability, may no longer be available on the covered entity’s website. The proposed rule also requires a covered entity to permit a covered recipient to opt out of e-delivery at any time and receive delivery only in paper format, free of charge, with respect to any or all covered information after opting out and requires that the covered entity promptly comply with such an election.184 This proposed provision is designed to allow covered recipients to opt out easily from any or all forms of e-delivery should they wish to do so— without a charge or fee impeding this choice—and have the covered entity implement that change in a reasonable period of time after the opt-out request so that covered recipients receive the information in their preferred format. The requirement for free paper delivery of covered information is appropriate in light of the proposed rule’s opt-out framework for e-delivery, whereby covered recipients could be defaulted into e-delivery unless they elect otherwise, to help ensure that covered recipients who prefer or require paper delivery of covered information are not deterred from electing paper delivery by the imposition of a fee.185 The requirement to promptly comply with a covered recipient’s opt-out election is designed to ensure that covered entities do not take a protracted period to respond to opt-out requests so that covered recipients receive covered information in their preferred format in a timely manner while also avoiding the imposition of a prescriptive time period that might not be feasible for covered entities in all cases. As a practical matter, the proposed requirements for a covered entity to permit a covered recipient to opt out of e-delivery, and for a covered entity to comply with covered recipients’ elections, would entail relevant operations and compliance systems, as well as related recordkeeping associated with covered recipients’ elections.186 The proposed requirements would allow covered recipients to choose which types of covered information are provided in paper format or electronically on a document-by￾document basis.187 It is our understanding that covered recipients may prefer to receive certain categories of covered information in paper format and only have other types of information available to them electronically.188 We understand that many covered entities currently maintain the operational flexibility to meet covered recipients’ preferences to receive certain covered information electronically while delivering other covered information in paper format. However, we understand that tracking covered recipients’ preferences to receive some items of covered information in paper format and others electronically, and delivering covered information accordingly,
might be costly for some covered entities, particularly smaller covered entities, or those who

189Above we discuss the application of the disclosure requirements in proposed Reg E-Delivery in the context of firms’ pre-existing contracts that may permit firms to restrict or close accounts that request paper copies or opt out of e-delivery. See supra footnote 144 and accompanying text. 190See supra text accompanying footnotes 143–
144. 191See supra footnote 124.
do not use certain customer or investor management vendors or software. Accordingly, we solicit comment below on whether covered entities should be allowed to offer e-delivery on an all-or-nothing or a document-by￾document basis. The proposed requirement that a covered entity permit a covered recipient to opt to receive paper delivery free of charge would mean that the covered entity could not directly or indirectly impose a charge on a covered recipient who opts to receive paper delivery, such as by imposing a separate charge for paper delivery or imposing a charge that is waived only for covered recipients who receive disclosures electronically. We understand that some firms, by account agreement or otherwise by contract, may limit or restrict a covered recipient’s ability to revoke consent to e￾delivery, receive paper delivery, or charge a fee for paper delivery. If those firms intend to rely on Reg E-Delivery for assurance that their delivery requirements are satisfied by using e￾delivery, and currently do not provide paper versions of covered information to covered recipients, they may need to alter certain of their current delivery practices to align with Reg E-Delivery’s requirement to permit a covered recipient to opt out of e-delivery at any time and receive delivery only in paper format, free of charge.189 We understand that certain firms reserve the right to restrict or close the account of a person who requests paper. These firms would be required to disclose whether a covered recipient’s request for paper or to opt out of e-delivery could result in restrictions on or termination of the covered recipient’s relationship with the covered entity, as discussed above.190 If a covered recipient were to request paper copies of covered information that had previously been delivered electronically, the covered entity would be required to provide these copies, and then could exercise, as permissible by law, any disclosed right to restrict or terminate the covered recipient’s relationship if the covered recipient requests paper. Similarly, if a covered recipient were to request to opt out of e-delivery, the covered entity could exercise, as permissible by law, any disclosed right to restrict or terminate the covered recipient’s relationship. While this covered entity must comply with all requirements of Reg E-Delivery so long as a person is a covered recipient, Reg E-Delivery does not affect a covered entity’s disclosed right to restrict or terminate a relationship. We request comment on the proposed requirements for covered entities to provide paper copies of covered information on request and to permit covered recipients to opt out of e￾delivery:
74. Generally, should the Commission
require covered entities to provide paper delivery of covered information? If so, should paper delivery be required to be provided at no cost to the covered recipient, as proposed? Should we instead allow covered entities to charge for providing covered information in paper format? If covered entities could charge covered recipients for paper delivery, would this act as a significant impediment to covered recipients’ receiving covered information in their preferred format? To what extent do covered entities currently charge for the delivery of covered information? If covered entities charge for paper delivery, how is it done in practice and what are the typical charges? If the Commission permitted covered entities to charge for providing paper documents, should Reg E-Delivery incorporate limitations to address what a reasonable fee would be (e.g., no more than the paper, printing, and postage cost of providing the materials, or no fees that materially exceed underlying costs of delivery)?
75. Is it appropriate that the proposed
rule requires covered entities to allow covered recipients to receive certain covered information in paper on a document-by-document basis, or would an alternative, where covered entities would offer only all-or-nothing paper delivery for those who elect paper be preferable? If so, why? Should there be an alternative that combines these approaches in some way, and if so, how? For example, instead of providing document-by-document optionality should the rule require covered entities to give covered recipients a choice between, at a minimum, receiving personalized disclosures, like account statements or tax documents that include PFI one way (e.g., paper), and more generalized disclosures like prospectuses another way (e.g., electronically)? Do covered recipients already enrolled in e-delivery programs utilize document-by-document requests for paper? Are there operational difficulties associated with partial opt￾outs from e-delivery that we should consider if covered recipients only want certain document types in paper format? Should we permit all-or-nothing global opt-outs from e-delivery for certain types of covered entities or smaller entities?
76. We understand that multiple
clicks or perceived friction may lead to covered recipients abandoning attempts to follow through in selecting their actual delivery preferences. Accordingly, should we require that covered entities must provide a direct link, or similar, for covered recipients to opt out of e-delivery?
77. Should we require covered
entities to provide paper copies of covered information previously delivered electronically upon a covered recipient’s request, as proposed? What are the operational burdens and costs involved in responding to individual requests for covered information? How would covered entities evidence that they have complied with this proposed rule if a customer orally requests to receive covered information through paper delivery? We understand that covered entities generally maintain records regarding covered recipients’ electronic or paper delivery elections and requests for paper copies, both to operationalize and implement delivery through the method requested by the recipient and to document compliance with delivery requirements under the Federal securities laws, the entity’s policies and procedures, and any applicable recordkeeping requirements under the Federal securities laws.191 We anticipate that similar practices would continue following any adoption of proposed Reg E-Delivery. Should we include a direct, dedicated recordkeeping provision in proposed Reg E-Delivery that would require covered entities to maintain records regarding requests for paper copies and elections to opt out of e-delivery for any or all covered information? Or should such a provision be included in the books and records rules of the respective categories of covered entities (as applicable)?
78. Should the proposed rule obligate
covered entities to send a free copy of covered information delivered electronically in paper format during the period the covered entity is required to retain the covered information under the Federal securities laws, or during the preceding two years if there is no such requirement, as proposed? Does aligning this provision with existing recordkeeping retention requirements strike the appropriate balance between providing a reasonable period of time to accommodate covered recipient requests for covered information in paper format and avoiding the imposition of undue

192See, e.g., 17 CFR 270.31a–2(a).
193See supra footnotes 179, 182 and accompanying text. 194See proposed Reg E-Delivery §§ 303.102(g). 195 Id. The proposed requirements that obligate covered entities to permit covered recipients to update and choose the type of electronic address (like the proposed requirements for a covered entity to comply with covered recipients’ elections to receive paper) would, as a practical matter, entail a need for relevant operations and compliance systems, as well as related recordkeeping. burdens on covered entities? If there is no specific record retention period under the Federal securities laws, should the rule require covered entities to send free paper copies of covered information that has been delivered through e-delivery during the preceding two years? Is the proposed two-year time period appropriate, or should it be more or less? Should the rule use a time period based on the amount of time a record must be kept in a ‘‘easily accessible place’’ 192 (or similar requirements) under existing recordkeeping rules? Should we instead provide a single, fixed time period for a copy of all covered information to be delivered in paper format upon request? If so, how long should this fixed period be? Should we provide one period during which a covered entity would be required to provide a paper copy of covered information and another, shorter period during which the covered entity would be required to provide a copy free of charge? Why or why not?
79. Would the proposed requirement
to deliver requested information within three business days provide a reasonable period for covered entities to provide paper copies of covered information to covered recipients upon request? While other Commission rules require certain information that is available electronically to be sent within three business days of a request for a paper copy, is the context different in the case of requests for paper copies of previously delivered covered information under Reg E-Delivery, such that a longer time period might be appropriate? For example, is a longer period warranted since such requests can relate to a variety of different types of covered information dating back several years, including the covered recipient’s personal or account information as opposed to generic disclosures about assets or investments held by the covered recipient? 193 Would covered entities be able to send paper copies within three business days in light of the request intake, record retrieval, printing, and mailing processes that would be involved? Does three business days provide sufficient time given that some circumstances (e.g., weather events or natural disasters that cause office closures, or circumstances where a covered recipient requests a relatively large volume of covered information) might delay a covered entity’s ability to respond? If we were to provide a longer time period to respond to requests for paper copies, what time period would be appropriate? Five business days? One week? Or, would a principles-based time period, such as ‘‘promptly,’’ appropriately provide flexibility, given potential delays in a covered entity’s ability to respond to requests for covered information and that some types of covered information may not require immediate action by the covered recipient? As another alternative, should we provide a different time frame for certain types of covered entities, such as small entities, to respond to requests for paper copies of covered information?
80. If a covered recipient opts out of
electronic delivery for any or all covered information, the rule requires that a covered entity must ‘‘promptly’’ comply with the covered recipient’s opt-out election. Instead of ‘‘promptly,’’ should we impose a requirement that a covered recipient must comply with the election within a specific time frame? If so, how long should that time frame be? Three business days after receiving the covered recipient’s request? Five business days? One week? Two weeks?
81. Should we exclude any types of
covered entities from the requirements to permit covered recipients to opt out of e-delivery, and to deliver paper copies of covered information, free of charge upon request? We understand that there are certain firms that would be covered entities under the proposed rule that currently reserve the right to charge a reasonable fee, restrict the account, or close the account of covered recipients who request paper. To what extent do covered entities currently restrict, by account agreement or otherwise, a covered recipient’s ability to revoke consent to e-delivery or otherwise restrict paper delivery of covered information? How should Reg E- Delivery apply to such covered entities? Should such covered entities be excluded from any of the requirements of the proposed rule, such as the requirements to deliver paper copies of covered information to covered recipients upon request, to allow covered recipients to opt out of e￾delivery, or to include statements regarding obtaining paper copies or opting out of e-delivery in statements of availability or direct deliveries of covered information? Would specific disclosure of such practices by covered entities at account opening or otherwise be sufficient to protect covered recipients and ensure that they receive covered information? Would excluding these covered entities from these requirements be appropriate because covered recipients engaging the services of such covered entities reasonably would expect to receive covered information electronically?
82. Should we exclude any types of
covered information from the requirement to deliver paper copies of covered information, free of charge upon request? For example, should covered entities be permitted to charge for the paper format delivery of covered information that does not contain PFI?
83. Should covered entities be
permitted to charge covered recipients who request paper copies of previously e-delivered covered information, but not covered recipients who opt out of e￾delivery going forward?
84. Should there be a limit on the
number of free paper copies that a covered recipient receives, and if so, under what circumstances? Is there the potential for covered recipients to abuse their ability to request free paper copies or scenarios where such requests are particularly burdensome or costly for covered entities? Should Reg E-Delivery permit any other limits on the ability of covered recipients to request paper or opt out of e-delivery, such as limiting paper requests or the ability to opt out of e-delivery to certain types of covered information or restricting the ability to opt out to a certain point in time rather than permitting opt outs at any time?
8. Updates to Electronic Address and
Choice of Type of Electronic Address Under the proposed rule covered entities providing e-delivery must permit a covered recipient, free of charge, to update their electronic address upon request.194 If the covered entity offers a choice as to the type of electronic address to be used for e￾delivery (for example, email or mobile phone number), the covered entity must also permit the covered recipient to select a preference free of charge.195 This provision is necessary to ensure that covered recipients are able to update and change their preferred electronic address if the need arises so that they may continue to receive covered information. It also would allow—in circumstances where the covered entity offers e-delivery using multiple types of electronic addresses— for covered recipients to choose the best means of delivery for them at any given time. For example, covered recipients

196See proposed Reg E-Delivery § 303.102(h). 197 Id. 198See SIFMA Letter, supra footnote 44 (stating firms typically have a process to monitor and remediate e-delivery failures, including email bounce-backs, such as to notify a customer by postal delivery of an e-delivery failure and to switch a customer to postal delivery after successive e-delivery failures). 199For example, investment advisers and investment companies are required to adopt policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder for advisers and the Federal securities laws for investment companies. See Advisers Act rule 206(4)–7 (17 CFR 275.206(4)–7) and Investment Company Act rule 38a–1 (17 CFR 270.38a–1). Failure to deliver covered information could result in a violation of such laws and rules. We also note in the paper mailing context that Exchange Act rule 17Ad–17 requires that when mail is returned as undeliverable, transfer agents must use ‘‘reasonable care’’ to find the account holder’s correct address. State escheatment laws may also require some covered entities to monitor accounts for inactivity. 200We understand that some entities or their service providers systematically collect points of contact and account activity. See, e.g., Nov. 2025 ICI Letter, supra footnote 17 (stating funds have mechanisms built into their websites or online investor accounts to periodically prompt shareholders to confirm or update their contact information and/or to provide back-up contact information). could change their delivery preference from email to text message, if the covered entity offers e-delivery using both of these types of electronic address. Additionally, this provision would allow covered recipients to elect to use new forms of electronic communications not necessarily available when they selected their initial means of delivery. The proposed rule would require covered entities to permit covered recipients to update or change their electronic addresses at any time, free of charge, so that they are not deterred from making these choices and receiving covered information at their preferred electronic address, by fees or other charges. We request comment on the proposed requirements regarding updating and choosing the type of electronic address for e-delivery:
85. Should covered entities be
required to permit covered recipients to update or change their electronic address for e-delivery, as proposed? Should updating electronic addresses be free of charge, as proposed? Are fees charged for changing electronic addresses currently?
86. Do covered entities offer delivery
to multiple electronic address types or are there certain types of electronic addresses (for example email, text, or mobile applications) that are primarily used? Should the rule require covered entities to deliver to multiple electronic address types?
9. Identifying and Remediating E￾Delivery Failures
Under the proposed rule, covered entities would be required to adopt and implement written policies and procedures reasonably designed to identify and remediate failed e￾delivery.196 If a covered entity identifies an e-delivery failure it would be required promptly to take reasonable remediation steps, including obtaining a new electronic address or delivering the covered information in paper format until the covered recipient provides a new electronic address.197 This provision is designed to ensure that covered entities actually deliver the required covered information and that covered entities have a program to identify circumstances where covered recipients are not receiving required covered information and take appropriate steps to remediate the issue. For example, if a covered entity identifies an individual e-delivery failure, such as an automated response that the covered recipient’s electronic address is invalid received in connection with the delivery of an item of covered information (a ‘‘bounce￾back’’), the covered entity’s delivery obligation with respect to that covered information would not be met and the covered entity would need to take further steps to deliver it. Rather than immediately transitioning the covered recipient to paper delivery on a global basis, however, the covered entity could send the covered information in paper while attempting to re-establish a valid or functional electronic address for future deliveries. On the other hand, persistent e-delivery failures would need to be addressed by reverting the covered recipient globally to paper delivery unless the covered recipient can provide an alternative electronic address. Extended delays in resolving these issues and finding valid or functional electronic addresses do not exempt covered entities from their obligations under Federal securities laws to deliver covered information. It is our understanding that many covered entities currently maintain operations and systems capable of detecting invalid or inoperable email addresses via bounce-backs or other means. Some covered entities are able to halt e-delivery to such addresses and send paper notifications of failed delivery or switch to physical mailings of covered information.198 Additionally, some covered entities’ current compliance programs generally require remediation efforts in their policies and procedures.199 Depending on the covered entities’ business models, technologies, and communication types involved, covered entities may have significant visibility into whether certain electronic addresses are valid, whether recipients have clicked on certain links, or whether or when recipients have accessed the covered entity’s electronic platform.200 As communications technology continues to evolve, covered entities will likely have even more visibility into whether and when there are delivery failures or covered recipients are engaging with their communications. Though such capabilities may exist now or in the
future, the proposed remediation provisions are not intended to require covered entities to monitor account engagement, clickthrough rates, whether a message was opened, or reviewed; instead, the proposed requirements aim to address whether there was an actual failure to deliver. It is our understanding that the proposed rule’s principles-based remediation provisions in the case of failed e-deliveries or bounce-backs are generally consistent with existing industry practices and would continue to help ensure that covered recipients receive the covered information to which they are entitled. We request comment on the proposed requirements for identifying and remediating failed e-delivery:
87. Should we require that the
covered entities adopt and implement written policies and procedures that are reasonably designed to identify and remediate e-delivery failures, as proposed? What types of policies and procedures currently exist under the various regulatory regimes for the respective types of covered entities contemplated by the proposed rule? Do covered entities generally recognize the concept of e-delivery failures and have the ability reasonably to determine whether or not a failure to deliver to a covered recipient has occurred? What systems are involved in identifying and mitigating e-delivery failures, and what are the costs associated with such efforts?
88. Should the rule, as proposed,
require the covered entity to promptly take ‘‘reasonable remediation steps’’ to obtain a new electronic address or deliver a paper version of covered information when it identifies an e￾delivery failure? What steps do covered entities take to obtain a new electronic address for covered recipients currently? What do covered entities view as a reasonable period of time to attempt to obtain a new electronic address before reverting to paper delivery? If a covered entity identifies a

201Proposed Reg E-Delivery §§ 303.102(c)(1)(iii) through (iv) and 303.103(a) through (e). 202Proposed Reg E-Delivery § 303.103(a). 203See 17 CFR 230.498A(h)(1) and 17 CFR 230.498(e)(1) ([prospectus] must be accessible on the website ‘‘on or before the time that the [prospectus] is sent or given’’). 204Proposed Reg E-Delivery § 303.103(b). 205See 17 CFR 270.30e–1(b)(2); see also, e.g., 17 CFR 230.498(e); 17 CFR 230.498A(h 17 CFR 240.14a–16(b)(1) (examples of availability periods provided by existing regulations). 206See 17 CFR 240.14a–16(b)(1). 207Proposed Reg E-Delivery § 303.103(c); see also supra footnote 151 (addressing the ‘‘convenient for reading and printing’’ requirements in other Commission rules for information available on a website); E-Proxy Adopting Release, supra footnote 13, at text accompanying n.82 (‘‘require[s] the electronically posted proxy materials to be presented on the internet website in a format, or formats, convenient for both printing and viewing online’’); VASP Adopting Release, supra footnote 13, at text accompanying n.460. In addition to complying with the proposed presentation and format requirements under Reg E-Delivery if adopted, covered entities are required to comply with all applicable accessibility-related requirements under the Americans with Disabilities Act or otherwise. See, e.g., Americans with Disabilities Act of 1990, Public Law 101–336, 104 Stat. 328 (1990). failed e-delivery to an electronic address and its reasonable steps to obtain a new electronic address fail, should the covered recipient be deemed to have opted out of e-delivery?
89. Delivery failures may be used as
evidence to consider an account abandoned for state escheatment purposes. State escheatment laws typically require financial services firms to identify abandoned property and attempt to notify the owner that the property is at risk of transfer to the state. How does this proposed rule intersect with covered entities’ current obligations under state escheatment laws? What practices do covered entities use today to comply with such requirements? Can these existing practices be leveraged to facilitate e￾delivery of covered information and/or identify and remediate e-delivery failures? Would the proposed rule’s requirement for covered entities to adopt and implement written policies and procedures reasonably designed to identify and remediate failed electronic delivery, any other of the proposed requirements, or the use of e-delivery under Reg E-Delivery reduce the frequency of accounts being deemed to be abandoned under state escheatment laws? Should the Commission consider any requirements related to electronic contact or otherwise to help covered entities evidence that covered persons’ accounts are not abandoned property?
90. In addition to or as an alternative
to the proposed requirements for identifying and remediating e-delivery failures, should covered entities be required to verify that covered information was successfully transmitted to a valid or current electronic address (and, in the case of covered information delivered through a statement of availability, that covered information is available on the website that the covered entity provided) in the required time period? Do covered entities already confirm the validity of electronic addresses by sending activation links or other similar means during onboarding processes or otherwise?
91. As an alternative, should we
require covered entities to include a notice of the failed e-delivery to the covered recipient in paper format as
part of the mitigation process?
C. Requirements for Website Availability
of Covered Information
As discussed in section II.B.3, one of the ways in which covered entities would be permitted to electronically deliver covered information to covered recipients under proposed Reg E￾Delivery would be to deliver a statement that covered information is available on a website. We are proposing certain requirements for the website where covered information is made available, relating to: (1) timing; (2) availability period; (3) format and retainability; (4) accessing covered information that contains PFI; and (5) continuous availability and periods of temporary unavailability.201 The proposed rule also specifies that the website may not be the address of any Commission electronic filing system. We are proposing to require the covered information to be available on the applicable website no later than the date by which the covered information must be delivered under the Federal securities laws or rules, and no later than the date by which the statement of availability of covered information is delivered.202 E-delivery does not change or negate the fundamental obligations under the law to deliver required information. Therefore, availability on a website after the required date of delivery or the date of delivery of the statement of availability would not satisfy a covered entity’s delivery obligations.203 Similarly, we are proposing to require that the covered information must remain available for covered recipients to access on the website for a certain period of time, so that covered recipients have time both to review the information on the website and to download it or otherwise save it for their future use if desired. For covered information that already has a website availability period provided for under the Federal securities laws, the availability period would be provided by those time periods.204 If no website availability period is provided in law or regulation, we are proposing to require that covered information that contains PFI would need to be available on the website for at least three years after posting, and covered information that does not include PFI would need to be available for at least one year. Where a website availability period for a specific type of information is provided by existing laws, the particular uses and needs for that information have been considered and that period specified under existing laws (whether it is longer, shorter or different from the proposed period under Reg E-Delivery) would be more appropriate. For example, a fund annual report must be available 60 days after the end of the fiscal half-year or fiscal year of the company until 60 days after the end of the next fiscal half-year or fiscal year of the company to match the schedules for the distribution of the shareholder reports.205 Similarly, the time period for proxy materials to remain online under Exchange Act rule 14a–16 is tied to the timing of the related meeting of security holders, which is tailored for the informational purposes of these
materials.206 We are proposing three years as an appropriate online availability period for covered information that contains PFI. This information often relates to an individual’s specific financial records. The three-year availability period is designed to balance the potential need for covered recipients to access this information from recent years (it would cover, for example, routine tax filings and most standard IRS audits) with the costs of maintaining this information online for longer time periods. For covered information that does not contain PFI, we are proposing one year as an appropriate default availability period, as such general disclosure does not contain the personalized data that individuals may require for an extended period of time for their financial records and accounting. We are also proposing to require that covered information be presented in a format that is convenient for both reading online and printing on paper.207 Persons accessing the covered information would need to be able to retain the covered information permanently, free of charge, in an electronic format that meets these requirements. As information posted to a website would not be required to be available indefinitely, covered recipients should have the ability to

208See, e.g., 17 CFR 230.498(e)(2)(i) and 17 CFR 230.498A(h)(2)(i) (requiring that information on the internet be presented in a format that is human￾readable and capable of being printed on paper in human-readable format for open-end management investment companies and separate accounts offering annuity and life insurance contracts); 17 CFR 240.14a–16(c) (requiring materials to be presented in a format convenient for both reading online and printing in paper when delivering proxy materials electronically). 209See proposed Reg E-Delivery §§ 303.102(c)(1) and 303.103(d); see also supra section II.B.5. 210 Id. 211Proposed Reg E-Delivery § 303.103(e)(1). 212Proposed Reg E-Delivery § 303.103(e)(2). 213See, e.g., 17 CFR 270.30e–1(b)(2)(vi); 17 CFR 270.30e–3(b)(5); 17 CFR 230.498(e)(4); 17 CFR 230.498A(h)(4); see also VASP Adopting Release, supra footnote 13, at section II.A.5.f; 2009 Summary Prospectus Adopting Release, supra footnote 13, at
section III.B.3.e; Tailored Shareholder Reports
Adopting Release, supra footnote 13, at text accompanying n.449; Optional internet Availability of Investment Company Shareholder Reports, Investment Company Act Release No. 33115 (June 22, 2018) [83 FR 29158] (‘‘Rule 30e–3 Adopting Release’’) at text accompanying nn.113–135. 214Proposed Reg E-Delivery § 303.103. 215See, e.g., E-Proxy Adopting Release, supra footnote 13, at text accompanying n.81. Other Commission rules similarly provide that EDGAR cannot be used to satisfy certain website posting requirements. See, e.g., 17 CFR 240.14a–16(b)(3); 17 CFR 270.30e–1(b)(2)(iii); 17 CFR 17 CFR 230.498(b)(1)(v)(A). 216See 17 CFR 232.100. 217See Tailored Shareholder Reports Adopting Release, supra footnote 13, at section II.A.4. retain this information permanently for their records if they choose. Information posted to a website that is not capable of being printed on paper in an easily readable format or otherwise savable could be difficult or impossible to retain. The Commission has imposed similar format and retainability requirements in other rules where website posting is required in connection with satisfying delivery obligations.208 These requirements are designed to be technology-neutral. As discussed above, where covered information that includes PFI appears on a website, the proposed rule would require that such information be delivered only through statement of availability, and be accessible only through the use of a process reasonably designed to safeguard the covered information.209 This proposed requirement would reflect that covered information that contains PFI may contain highly sensitive information that could result in fraud, identify theft or other malfeasance if posted to a publicly available website (that is, a website that could be accessed other than through the use of a process reasonably designed to safeguard the covered information).210 In circumstances where a covered entity’s website and covered information become temporarily unavailable, we are proposing two additional protections. First, the covered entity must adopt and implement written policies and procedures reasonably designed to ensure that the covered information is made available and remains available in the manner required by the rule.211 These could include, for example, the covered entity (or a service provider) monitoring the website where covered information is available to ensure that it becomes aware of any temporary unavailability in a timely manner. Second, once such an unavailability occurs, the covered entity would be required to take prompt action to ensure that the covered information becomes available in the manner required by Reg E-Delivery as soon as practicable following the earlier of the time at which the covered entity knows or reasonably should have known that the covered information is temporarily unavailable.212 The Commission has previously included similar provisions for temporary noncompliance with online availability obligations in
conjunction with other rules.213 We are proposing to provide that the website address relied upon for compliance with Reg E-Delivery may not be the address of a Commission electronic filing system.214 This proposed approach is consistent with certain other Commission rules addressing the online availability of information.215 A primary example of a Commission electronic filing system is the Commission’s Electronic Data Gathering, Analysis, and Retrieval System (‘‘EDGAR’’), which is used by registrants and other entities to submit many filings that are subject to review by staff.216 Disclosure through posting on a website other than a Commission electronic filing system allows for the overlay of interactive graphics or other tools that covered entities may choose to use to assist covered recipients in viewing and understanding the information presented in various disclosures.217 We request comment on the following:
92. Are the proposed requirements for
website availability of covered information appropriate?
93. Should the required availability
period for covered information containing PFI be different than for covered information not containing PFI? Is one year an appropriate availability period for covered information that does not contain PFI? Is three years an appropriate availability period for covered information that contains PFI? Should the availability period be longer or shorter? Should the availability period for covered information that contains PFI match a specific period during which covered information may be needed, such as time frames for IRS audits? Would an availability period of 1, 2, 4, or 5 years be more appropriate than 3 years? If so, why? Is it appropriate to require availability of covered information for a period consistent with applicable website availability periods under the Federal securities laws, or the proposed periods of one or three years if no such website availability periods apply? Are there circumstances where covered information should be available on a website after the customer relationship (or similar relationship) with the covered entity has ended? If so, describe the circumstances where this would be appropriate and how long such an availability period should last.
94. For covered information on a
website that is required to be available for a certain period of time, should we require any specific disclosure on the website regarding how long the covered information will be available there and when it may disappear or be superseded?
95. Should we be less prescriptive
with regard to any of the formatting, readability, printability, and retainability requirements for covered information posted to a website? If so, why? Would any of these proposed requirements limit the ability of a covered entity to use electronic tools or overlays when providing electronically presented information to provide better quality disclosure, or otherwise impede disclosure innovation? Are there additional requirements or greater specificity that would be beneficial to include in the proposed rule’s requirements for website availability?
96. Do the proposed formatting,
readability, printability, and retainability requirements sufficiently address challenges covered recipients may encounter using different devices to review material (e.g., reading disclosures on smartphones)?
97. Should we, as proposed, impose
restrictions on covered entities’ use of a safeguarding process such as a password or biometrics to access a website that contains covered information that does not contain PFI? Could this create barriers to the ability of covered recipients to view covered information that is legally required to be delivered to them? Are there certain circumstances in which passwords or similar processes should be allowed to access covered information that does not contain PFI? If so, what are they?

218See proposed Reg E-Delivery § 303.104(a). ‘‘Covered recipient receiving paper’’ includes a covered recipient receiving some or all covered information in paper format as of the effective date of Reg E-Delivery whether by default (as a result of not opting in to e-delivery pursuant to the E￾Delivery Guidance) or preference (such as selecting paper delivery in the onboarding process or withdrawing a prior consent to e-delivery) and for whom such covered entity has an electronic address. 219See supra sections I, II.A. 220See proposed Reg E-Delivery § 303.102–103; supra sections II.B–II.C. 221See id. 222See proposed Reg E-Delivery § 303.102(b); supra sections II.B.2. 223We recognize, however, that a covered recipient that currently receives electronic delivery of covered information containing PFI from a covered entity that does not deliver such covered information in a manner that conforms with the requirements of the proposed rule would experience a change in e-delivery method. See proposed Reg E-Delivery § 303.102(c) and supra
section II.B.5.
98. Is it appropriate to allow covered
entities to be considered to have met the proposed website availability requirements during periods of temporary unavailability of a website, as proposed? Should we be more specific regarding how long a period of time for which the site may be unavailable or the events that may lead to such unavailability? Should we specify what written policies and procedures a covered entity must adopt and implement that are reasonably designed to ensure the covered information is made and remains available? Should we require written policies and procedures requiring monitoring for website unavailability or other website issues? If so, what should those policies and procedures contain? Is it appropriate to require a covered entity to take ‘‘prompt action’’ during a period of temporary unavailability? Should we instead require the covered entity to take action within a specific period of time? If so, how much time? Would 24 hours, 48 hours, 72 hours, 1 week, or some other period of time be appropriate? Should we be more specific regarding how a covered entity can reasonably know that the covered information is temporarily unavailable? If so, how?
99. Do commenters agree that the
website for accessing covered information under Reg E-Delivery should not be permitted to be a Commission electronic filing system? Are there certain Commission electronic filings systems that should be permitted to be used for accessing covered information? Alternatively, should covered entities be allowed to use covered information posted to the Commission’s filing system to satisfy their obligations to deliver any covered information, or certain types of covered information? If so, which types of covered information and why?
100. Are there any additional
requirements for website availability of covered information that we should adopt? For example, with respect to covered information that does not include PFI, would covered recipients value a requirement that covered information must be maintained on a website that does not employ tracking technologies such as cookies to access such website, and if so why?
101. Well-designed websites or
internet-connected apps may benefit covered recipients by effectively communicating covered information, including by adopting features not possible with paper, such as interactive videos, calculators, and layered design. What common features have covered entities adopted in their websites or apps that are effective in communicating covered information to covered recipients and attracting covered recipients to engage in activity with their accounts online? What are the benefits and drawbacks of these features? Should any such features be required beyond this rulemaking? Would such features be consistent with the proposed requirement to provide covered information in paper on demand? D. Special Provision for Covered Recipients Receiving Paper: Required Notices and Transition Process for Default Electronic Delivery

1. Scope of Application and Transition
   Process for Default E-Delivery The transition requirements of the proposed rule apply to a covered entity’s e-delivery to covered recipients receiving paper, that is, covered recipients who, as of the effective date of Reg E-Delivery, receive any covered information in paper from or on behalf of the entity, and for whom such covered entity has an electronic address.218 Section 303.104 of proposed Reg E-Delivery provides covered entities with an opportunity to transition this specific group of covered recipients to default e-delivery through the provision of certain paper notices (described below) to these recipients. Covered entities would not be permitted to use the transition process under this provision to impose default e-delivery on covered recipients who elect to continue to receive delivery of covered information in paper after the effective date of Reg E-Delivery. Therefore, once a covered entity has used this transition process with respect to covered recipients receiving paper, it cannot again use the transition process with respect to those covered recipients who elect to receive paper in response to the notices they received during the process. As discussed above, this approach would allow covered entities to use e￾delivery to deliver covered information to covered recipients receiving paper without first obtaining their affirmative consent, but also would honor the preferences of recipients who favor paper delivery.219 For covered recipients that become entitled to covered information after the effective date of the rule (e.g., new investors in a registered investment company or new clients of an investment adviser), a covered entity relying on Reg E-Delivery to e-deliver covered information to such recipients would be subject to the general requirements of the proposed rule (i.e., in proposed Reg E-Delivery § 303.102–103),220 but would not be subject to the transition provisions (in proposed Reg E-Delivery § 303.104) and so would not need to send the initial and follow-up notices to such recipients. After covered recipients receiving paper are shifted to e-delivery pursuant to the transition provisions, a covered entity would generally be required to e-deliver covered information to such recipients pursuant to the other provisions of Reg E-Delivery (i.e., in proposed Reg E-Delivery § 303.102–103),221 but would not be required to provide the disclosure of e￾delivery (in proposed Reg E-Delivery § 303.102(b)).222 This disclosure would be unnecessary for covered recipients who were provided with the paper notices during the transition process because they serve largely the same function as the disclosure of e-delivery by notifying covered recipients that covered information will be delivered electronically. The proposed rule applies the transition process’s notice requirements only to covered recipients receiving paper because providing notice to those that already receive e-delivery during the transition process would be unnecessary,
   as those covered recipients have already expressed a preference for e-delivery and would not be experiencing a change in delivery method of covered information.223 This would make the transition notices potentially duplicative of past efforts and confusing for covered recipients already receiving e-delivery. Similarly, recipients for whom covered entities have delivery obligations that commence after the effective date would not be experiencing a change in how they receive covered information from the covered entity. Accordingly, covered

224See proposed Reg E-Delivery § 303.102(b); supra section II.B.2. 225See supra section II.A (discussing the importance of notice in a transition period). Industry participants support a transition period that includes notices of the switch to e-delivery. See SIFMA Letter, supra footnote 44 (stating that after a transition period that includes notice to customers about the switch from postal to e-delivery, firms should be permitted to designate e-delivery as the default method of delivery for required customer communications, and to deliver customer communications electronically to an e-delivery address that the firm has on file for the customer) and Nov. 2025 ICI Letter, supra footnote 17 (recommending a mandatory transition period of no more than one year to notify investors who currently receive paper delivery of the change to e￾delivery). 226For example, the ICI notes that 84% of fund investors receive at least some of their financial documents electronically. Nov. 2025 ICI Letter, supra footnote 17. A 2022 survey commissioned by SIFMA found that 79% of broker-dealer customers have already opted to receive customer communications electronically through email, a financial institution’s website, or a mobile application. SIFMA, Most Investors Want Electronic, Not Paper, Delivery of Investor Documents (Summer 2022), available at https:// www.sifma.org/wp-content/uploads/2022/07/ SIFMA-Survey-Results-for-SEC-July-2022.pdf. 227Reg E-Delivery would not prevent a covered entity from contacting a covered recipient and requesting that covered recipient’s electronic address to receive covered information. If, through this outreach, the covered entity obtains an electronic address for a covered recipient that receives any covered information in paper format as of the effective date of Reg E-Delivery, the covered entity could rely on Reg E-Delivery to deliver all covered information to this covered recipient electronically after providing the disclosure of e￾delivery required by proposed Reg E-Delivery § 303.102(b). See also infra footnote 440. 228 Industry participants similarly have suggested a six to twelve month transition period. See SIFMA Letter, supra footnote 44. Though it relates to Form 144 filings with the Commission, six months has been considered a reasonable period to transition from paper to electronic formats in another context. See Updating EDGAR Filing Requirements and Form 144 Filings, Securities Act Release No. 11070 (June 2, 2022) [87 FR 35393 (June 10, 2022)]. 229We would interpret the ‘‘provision’’ of the notice, and the beginning of the 180-day period under the proposed rule, to be the day the covered entity mailed the notices. 230See Federated Hermes 2026 Comment Letter, supra footnote 43 (suggesting that ‘‘[c]oncerns about the impact of e-delivery on senior citizens could potentially be addressed by ‘‘grandfathering’’ investors over the age of seventy-five without an affirmative opt out.’’). entities would provide these covered
recipients with a disclosure of e￾delivery at the initiation of their relationship with the covered entity and would not be required to send transition notices to such covered recipients.224 Additional information related to e￾delivery under the proposed rule for these covered recipients—like covered recipients’ ability to request paper delivery free of charge under the proposal—would be provided to them in connection with the delivery of covered information under the proposed rule as discussed above. Covered recipients receiving paper for whom the covered entity has an electronic address, however, could begin receiving information electronically under the proposed rule— under the time frame that the proposed rule provides—unless they elect to continue to receive covered information in paper. The notice requirements are designed to alert such covered recipients receiving paper to the upcoming change in delivery method and provide them an opportunity to elect to continue to receive paper delivery or to update an electronic address they have on file with the covered entity.225 Limiting the scope of the transition requirements to covered recipients receiving paper for whom the covered entity has an electronic address, as opposed to requiring covered entities to send a transition notice to all covered recipients, reflects a balance between the costs of sending these notices with the benefits of putting covered recipients who will be experiencing a change in delivery methods on notice of that upcoming change. Providing paper notices to covered recipients who already receive e-delivery would be a significant burden and expense with limited if any benefit, given that those recipients have already made the choice to receive regulatory documents by e￾delivery and would not be affected by the implementation of default e￾delivery.226 This proposed approach allows firms to continue to provide covered information electronically to those who have already opted in to e￾delivery, which both reduces costs and respects the choices that the covered recipients made prior to the proposed rule’s effective date. Similarly, a requirement to send notices to covered recipients for whom the covered entity does not have an electronic address could be confusing to these covered recipients, as they would not be experiencing a transition to e-delivery if they have not provided an electronic address.227 The proposed transition process would include certain timing requirements. The proposed rule provides that a covered entity may use e-delivery as the default delivery method for any covered recipients receiving paper beginning 180 days after the covered entity provides a prescribed initial notice to the covered recipient receiving paper (which we describe in more detail below), if the covered recipient receiving paper does not opt out of e-delivery after receiving such notice. Some covered recipients receive e-delivery of only a subset of covered information. If a covered entity
intends to default the covered recipient into e￾delivery for the remainder of the covered information it provides, it must comply with the transition period’s requirements with respect to that remainder. The proposed 180-day period is designed to provide sufficient time for covered recipients receiving paper to receive and respond to notices of upcoming default e-delivery and opt out, either in whole or in part.228 In addition, the proposed rule allows covered entities to decide when to provide the initial notice and, if they choose, to take more than 180 days to begin e-delivery of covered information to covered recipients receiving paper.229 This flexibility is designed to help covered entities manage the transition to default e-delivery, providing them with time to operationalize any necessary changes to their processes and systems. We request comment on the proposed requirement for a transition process and its scope and timing requirements:
102. Should certain types of covered
recipients, covered entities, or covered information not be subject to the transition process and its notice provisions? For example, should the proposed rule exclude from the group of covered recipients who could be transitioned to e-delivery under the rule individuals over a certain age, either as of a certain date or at the time the covered entity starts the transition process? 230
103. Should the transition process
only apply to covered recipients receiving paper, as proposed, which is limited under the proposed definition to covered recipients for whom the covered entity has an electronic address? Should we also require that covered entities must have an electronic address ‘‘provided by’’ the covered recipient in order to be able to use the transition process with respect to that covered recipient, or would it be unnecessarily burdensome for covered entities to establish that a covered recipient has provided an electronic address in the case of covered recipients receiving paper (as they are defined in the proposed rule) as opposed to other covered recipients? Should the paper notices be sent to all covered recipients regardless of whether they currently receive paper or e-delivery?
104. As proposed, the transition
process (including the initial paper notice regarding the upcoming change to default e-delivery) would be limited to covered recipients who receive any information in paper format as of the effective date of Reg E-Delivery and

231See proposed Reg E-Delivery § 303.104(c)(1)(i)(A) and infra section II.D.2. 232See proposed Reg E-Delivery § 303.104(c). 233See proposed Reg E-Delivery § 303.104(c)(1). 234See proposed Reg E-Delivery § 303.104(c)(1)(i). 235See proposed Reg E-Delivery § 303.104(c)(1)(i)(A). For covered recipients receiving paper that receive some covered information in paper and some electronically, the covered entity would need only to list the covered information that the covered recipient is currently receiving in paper that would be shifted to e￾delivery and not a full enumeration of all covered information (including covered information that the recipient is currently receiving electronically). cannot be applied to covered recipients who request paper delivery after the effective date. Do commenters agree with this approach? Without this requirement, would there be a risk that covered entities could use the transition process with respect to covered recipients who elect to receive paper delivery, including by sending another initial notice to covered recipients who already received one and opted out of e￾delivery? Is there another way to tailor the transition process to the appropriate group of covered recipients and prohibit the repeat provision of the initial notice to a covered recipient (aside from limiting the transition process to covered recipients receiving paper as of the effective date, as proposed)?
105. As discussed below, the initial
notice as proposed would require covered entities to include the electronic address that would be used to deliver covered information to the covered recipient receiving paper, which, by definition, means that the covered entity has an electronic address for such covered recipient. Instead of the proposed approach, should we require that the initial notice also be provided to covered recipients currently receiving paper for whom the covered entity does not have an electronic address and include an explanation that the covered recipient will not be transitioned to e-delivery and will continue to receive covered information in paper free of charge unless the covered recipient provides their electronic address? Would this alternative enable covered entities to transition more covered recipients into e-delivery, or would this alternative be unnecessary as is this an exercise that covered entities could undertake on their own initiative should they wish to obtain the electronic addresses necessary to transition such covered recipients to e-delivery?
106. Should a covered entity have to
comply with the timing and notice requirements of the proposed transition provision for covered recipients who receive some, but not all, documents electronically? For example, if covered recipients receive some documents electronically, should they still have the benefit of the full transition process and notices if they are already familiar with the covered entity’s e-delivery processes?
107. Should covered recipients who
have already affirmatively elected to receive paper versions of covered information as of the effective date receive the initial notice (as proposed, this group of covered recipients would be included in the definition of ‘‘covered recipients receiving paper’’)? Is it appropriate to require notices of the upcoming change to e-delivery to such covered recipients given that they have already expressed a choice to receive paper? Could doing so cause confusion? For covered recipients that have provided electronic addresses and have already elected prior to the effective date of Reg E-Delivery to receive certain documents in paper on a document-by￾document basis, does receiving a transition notice to transition all of their covered information to electronic delivery raise any particular issues, or is it sufficient that this notice would describe each type of covered information that would be transitioned to e-delivery and provide an opportunity to select paper delivery for any or all of this covered information? 231 Are covered entities able to identify and distinguish those covered recipients receiving paper based on an affirmative choice, such as withdrawing their previous consent to e-delivery, from those receiving paper by default? Would doing so be burdensome?
108. Instead of the proposed
approach, should all covered recipients (even those who have already opted in to e-delivery under the E-Delivery Guidance) receive notices? More specifically, should any notices be required to be sent to those covered recipients that have already affirmatively elected to receive e￾delivery as of the effective date? If so, should those recipients receive their notices electronically, or should all notices under this approach be in paper format? Would delivering notices to covered recipients that had opted in to e-delivery prior to the effective date of the proposed rule potentially create confusion given they have already made a choice?
109. Is it appropriate, as proposed, to
provide a transition process that gives covered entities flexibility to choose when they provide the initial notice for default to e-delivery and begin the 180- day notice process?
110. Is 180 days, as proposed, an
appropriate amount of time for the transition process? Should we instead require a longer or shorter period? Should the transition process be 90 days, for example, or a year?
111. Should the proposed rule
incorporate any special considerations for security-based swap dealers, major security-based swap data participants, and security-based swap data repositories that currently rely on standardized disclosures used by the majority of market participants?
2. Required Notices During the
Transition Process
The transition process would require covered entities to provide two separate notices in paper to covered recipients receiving paper, namely the initial notice and a follow-up notice. First, the proposed rule would require covered entities to provide a clear and conspicuous initial notice in paper format meeting certain content requirements to each covered recipient receiving paper.232 Covered entities would be required to provide the initial notice in paper format to the covered recipient’s last known physical address of record, as this method corresponds to how covered recipients receiving paper receive covered information and would help ensure that these recipients receive notice of the upcoming transition to default e-delivery. The initial notice requirement is designed to provide a clear and conspicuous announcement of the transition to e-delivery as a default and the covered entity’s approach to the transition so that covered recipients can make informed decisions regarding their preferred delivery method for covered information. The proposed rule would impose certain content requirements so that the notices cover key information regarding the transition to e-delivery under the proposed rule.233 The initial notice would include a prominent statement that alerts the covered recipient receiving paper about the upcoming transition to e-delivery of covered information.234 Such a prominent statement would need to clearly stand out within the notice (e.g., by use of bold font, size, formatting, etc.). The purpose of this proposed requirement is to help ensure that covered recipients receiving paper recognize the importance of the transition and to encourage them to read further to understand the transition to e-delivery in greater detail. This prominent statement would also be required to include a brief description of each type of covered information that the covered entity would deliver electronically.235

236 Id.
237See supra section II.B.3 (discussing the rule’s applicability in circumstances where a covered recipient’s request for paper or to opt out of e￾delivery could result in potential restrictions on or termination of the covered recipient’s relationship with the covered entity). 238See proposed Reg E-Delivery § 303.104(c)(1)(i)(B). 239See proposed Reg E-Delivery § 303.102(c)(1) (requiring that covered information including PFI be delivered through delivery of a statement of availability and that the website where the covered information is available must require the use of a process reasonably designed to safeguard the PFI). 240See proposed Reg E-Delivery § 303.104(c)(1)(ii). 241Electronic addresses available to receive covered information and the preferences of covered recipients can vary. We understand that common types of electronic addresses include email addresses, phone numbers, online accounts, web￾based portals, mobile applications, or other means developed to deliver communications electronically. See SIFMA Letter, supra footnote 44. The Department of Labor also required plan administrators to identify the specific electronic address that will be used for e-delivery. See Default E-Delivery DOL Adopting Release, supra footnote 46, at 31901 (stating that ‘‘the additional burden, if any, of including this personalized information will be more than offset by the benefit to both the plan administrator and covered individuals of stating, up front, the electronic address that will be used’’). 242See supra footnote 218 (the proposed definition of ‘‘covered recipient receiving paper’’ (who are the covered recipients included in the scope of proposed Reg E-Delivery § 303.104) specifies that the covered entity has such covered recipient’s electronic address). 243For example, there are circumstances where certain securities or products were sold prior to the widespread adoption of email. Such circumstances would typically involve paper applications where only physical addresses and telephone numbers were collected. Covered entities that service ‘‘set it and forget it’’ products or assets purchased decades ago by covered recipients are more likely to have covered recipients that have not provided an electronic address. 244See proposed Reg E-Delivery § 303.104(c)(1)(iii); see also infra footnote 255 and accompanying and following text. The transition period would begin on the date the initial notice is provided pursuant to proposed Reg E-Delivery § 303.104(b). See supra footnote 229. 245See proposed Reg E-Delivery § 303.104(c)(1)(iv)(A); see also supra section II.B.7 (discussing ‘‘free of charge’’ requirements). 246See supra footnote 144 and accompanying and following text for discussion of circumstances, under the proposed rule, where the covered entity could potentially restrict or terminate a customer account or relationship after a covered recipient requested paper or opted out of e-delivery. The brief description would also identify which covered
information may require action by the covered recipient within a fixed time frame to exercise certain rights, and which covered information may be delivered by someone other than the covered entity providing the notice or a person delivering on behalf of the covered entity.236 For example, these would include proxy statements or tender offer statements giving shareholders a limited time period to vote their shares at a shareholder meeting or tender their shares into an offer, respectively. These also would include proxy statements delivered by dissidents in contested director elections and tender offer statements delivered by third-party bidders. As another example, this would also include trade confirmations, as broker-dealers often require as a term of their customer account agreements that investors review and promptly report any discrepancies. The information required in the brief description would help covered recipients make an informed decision about how they wish to receive required information under the Federal securities laws, including whether to request paper delivery for some or all of the covered information that otherwise would be delivered electronically under the proposed rule. If applicable, the prominent statement would also need to include a statement disclosing whether a covered recipient’s request for paper or to opt out of e￾delivery could result in restrictions on or termination of the covered recipient’s relationship with the covered entity.237 This requirement is designed to inform covered recipients about any potential consequences that may result from requesting a paper copy or opting out of e-delivery under these circumstances. The initial notice would be required to provide a description of the methods of e-delivery that may be used (e.g., an email providing a link to the covered information that is being delivered), but would not require covered entities to specify how each individual item of covered information will be delivered.238 Describing the proposed rule’s two methods of delivery would inform covered recipients of how covered information will generally be delivered following the transition to e￾delivery and where covered recipients can access that covered information. This information would also allow covered recipients to make a choice regarding whether e-delivery or opting￾out to paper delivery under such circumstances would best fit their needs. Moreover, this approach would allow covered entities to proceed with the transition process notices without the burden of having to identify the delivery method for each item of covered information in advance and would provide flexibility for covered entities to change delivery methods to the extent permitted by the proposed rule.239 The initial notice would also be required to include the electronic address that the covered entity would use to deliver covered information electronically to the covered recipient.240 The proposed requirement to personalize the
notices to identify the electronic address the covered entity would use is designed to help ensure that covered recipients are on notice of where the covered information would be provided electronically if they do not opt out of e-delivery.241 This would allow covered recipients to review the electronic address on file with the covered entity and potentially amend it if it is wrong or outdated. If the covered recipient has never provided an electronic address and receives covered information in paper format, the covered entity would not include the covered recipient in the transition or send an initial notice.242 We anticipate that for some long-dated accounts—for example, those established prior to the widespread use of electronic addresses—an electronic address may never have been collected or provided. These covered recipients would be outside of the scope of the transition— as under the rule they could not receive e-delivery if an electronic address is not available—and would continue to receive covered information in paper free of charge.243 The proposed notice would also be required to include the date when the default to e-delivery would begin, which must be no earlier than 180 days after the date of the provision of the initial notice (unless, as discussed below, the covered recipient updates or confirms an electronic address after receiving the initial notice).244 This notice would give covered recipients a sense of the transition’s timing and allow them to take the necessary steps to prepare. In addition, requiring a minimum of 180 days, but permitting covered entities to take additional time before the transition to e-delivery, would provide flexibility to covered entities to manage the transition and implement any necessary changes within time frames that meet their business needs. The proposed notice would also be required to include a prominent statement describing the ability of the covered recipient to opt out of e￾delivery at any time and receive all or a subset of covered information in paper format, free of charge, following an opt￾out election.245 As discussed above, the proposed rule is designed to honor covered recipient preferences for paper delivery, and requiring the notice to include information about how to opt out of e-delivery would facilitate this goal.246 Moreover, the requirement to permit opting out of e-delivery for a subset of covered information would allow covered recipients to select which

247See supra footnote 188 and accompanying paragraph. 248See proposed Reg E-Delivery § 303.104(c)(1)(iv)(B). 249See proposed Reg E-Delivery § 303.104(c)(1)(iv)(C). 250See SIFMA Letter, supra footnote 44. We anticipate in many circumstances that the toll-free number could be an existing number that the covered entity already provides to covered recipients for customer service or similar inquiries. 251See proposed Reg E-Delivery § 303.104(c)(1)(iv)(D). 252 Id.; see also infra paragraph accompanying footnote 255. 253See proposed Reg E-Delivery § 303.104(c)(2). 254See proposed Reg E-Delivery § 303.104(d). 255See proposed Reg E-Delivery § 303.104(e). types of information they would receive in paper format.247 For example, customers of a broker-dealer may wish to receive trade confirmations in paper to keep in their physical records while receiving lengthier issuer prospectuses electronically. The required prominent statement would also have to describe the ability of covered recipients to update or confirm an electronic address free of charge including, if applicable, an explanation of how to change the type of electronic address that will be used for delivery, such as email or mobile phone number.248 Requiring the notice to include a description of the process for a covered recipient to update or confirm their electronic address would help ensure that the covered entity has a current electronic address on file for the covered recipient. In addition, a covered entity may choose to deliver covered information through several different types of electronic addresses (e.g., email, mobile application, etc.) and if it does so, we propose that covered entities must describe the ability to select or change the type of electronic media through which to receive e-delivery. Providing a process for covered recipients to change the type of electronic address that will be used for delivery would enhance their ability to receive and digest covered information in their preferred manner. The prominent statement would also describe the process for a covered recipient to opt out of e-delivery and/or update or confirm the covered recipient’s electronic address, which at a minimum must include a toll-free telephone number and a website provided by the covered entity.249 This description is necessary so covered recipients can understand the process for initiating these choices and can easily implement their preferences using the covered entities’ systems. Furthermore, requiring the covered entity to provide a toll-free number and a website would help ensure that covered recipients are able to easily contact the covered entity to make these choices. It is also our understanding that most covered entities and their service providers already provide toll-free numbers and websites for various investor, customer, and client inquiries.250 The prominent statement would also have to state whether the covered entity intends to begin e-delivery of covered information earlier than
180 days after the date of the provision of the initial notice if the covered recipient updates or confirms an electronic address following the delivery of initial notice.251 This would facilitate the proposed approach, described in more detail below, of permitting a covered entity to begin using e-delivery for any covered recipient receiving paper who updates or confirms an electronic address at any time after receiving the initial notice.252 Requiring covered entities to state whether they intend to promptly begin using e-delivery under these circumstances would also help covered recipients understand the implications of updating or confirming their electronic address on the timing of the transition to receiving covered information electronically. Lastly, the proposed rule requires that the initial notice be provided separately from other types of communications and contain only the information required by the rule, except that it also may include pictures, logos, or similar design elements so long as they are not misleading and do not make the notice unclear.253 This separate delivery requirement is designed to help avoid the risk of the notice being overlooked and increase the likelihood that covered recipients see and review the notice. Additionally, the proposed requirement would help ensure that the initial notice includes clear and essential information related to e-delivery that is not obscured by other content. After the covered entity provides the initial notice, the proposed rule would require the covered entity to provide a clear and conspicuous follow-up notice in paper format to each covered recipient receiving paper, at their last known physical address of record.254 The follow-up notice must be provided 30 days prior to the date for transitioning to default e-delivery identified in the initial notice and would need to comply with the content and other requirements of the initial notice. The proposed requirement for a second, follow-up notice is designed to increase the likelihood that covered recipients receiving paper would see and review the notice and (if they wish) make an election to opt out of e-delivery or update their current electronic address. A second notice would also remind covered recipients of the upcoming changes if they forgot or failed to make an election after the initial notice. The required timing of 30 days prior to the date the covered entity transitions to default e-delivery would provide covered recipients with enough time to opt out of e-delivery if they choose and would also limit how soon after the initial notice the follow up notice could be sent to help ensure that the follow up notice functions as a separate reminder to covered recipients regarding the upcoming transition to default e-delivery. Similar to the initial notice, the follow-up notice would need to be ‘‘clear and conspicuous’’ and generally include all content that is required in the initial notice to help ensure covered recipients
receive the same important information and explanation of their delivery options in a manner that would assist them in navigating the upcoming transition to e￾delivery so their preferences are met. The proposed rule would not require the covered entity to provide a follow￾up notice if a covered recipient receiving paper updates or confirms an electronic address in response to receiving the initial notice, and the covered recipient has not opted out of e-delivery.255 A covered entity may begin using e-delivery for such covered recipients receiving paper at any time after the covered recipient updates or confirms an electronic address in response to the initial or follow-up notice. Covered recipients receiving paper who have updated or confirmed an electronic address after receiving one of these notices have indicated that they are ready to receive covered information electronically at the electronic address they have updated or confirmed without the need for an additional notice or for additional time to prepare for the transition. For these reasons, it is not necessary to require covered entities to send a follow-up notice since the covered recipient has already indicated that she is on notice of the transition to e-delivery and has not opted out. Furthermore, this exception would avoid any added costs and operational burdens associated with the follow-up notice for covered recipients who have demonstrated their willingness to receive information electronically. Similarly, the proposed rule would provide that a covered entity need not provide the follow-up notice if a covered recipient, at any time after receiving the initial notice, opts out of electronic delivery and elects to receive

256See proposed Reg E-Delivery § 303.104(f). 257See also supra section II.B.2 (posing a similar question in the context of the disclosure of e￾delivery). 258See discussion supra footnote 124. 259See proposed Reg E-Delivery § 303.100 (providing that, notwithstanding 15 U.S.C. 7001(c), a covered entity may rely on Regulation E-Delivery to use electronic delivery to deliver covered information to covered recipients, provided that the requirements in §§ 303.102–104 are satisfied, as applicable). all or a subset of covered information in paper format.256 Covered recipients who opt out of e-delivery after receiving the initial notice have indicated their preference for paper format and therefore do not require the follow-up notice. It would be misleading to send these covered recipients the follow-up notice for an upcoming transition to electronic delivery that they will not be experiencing. We request comment on the proposed requirements for the initial and follow￾up notices of the default to e-delivery:
112. In lieu of the proposed initial
and follow-up notices, should we take a different approach to informing covered recipients of a default to e-delivery? Should we require additional notices or remove any of the proposed notices? Should covered recipients receiving paper receive only one paper notice before a covered entity can default the covered recipient into e-delivery, rather than the initial notice and follow-up notice, as proposed? Should we adjust the timing of the notices? Should we limit how soon the follow-up notice could be provided after the initial notice by requiring the follow-up notice to be provided 30 days prior to the date the covered entity transitions to default e￾delivery, as proposed? Do commenters have other suggestions on when the follow-up notice should be required to be provided (for example, 60 days prior to the date the covered recipient transitions to default e-delivery or some other number of days)?
113. In addition to the proposed
initial and follow-up notices, should covered recipients receiving paper be provided with one paper notice at any time after they are defaulted into e￾delivery (e.g., 180 days afterwards, one year afterwards, or in each of the two years afterwards) reminding them of the ability to opt out and receive covered information in paper format, and to update their contact information? Would the additional costs of issuing a subsequent notice be warranted if it serves to inform covered recipients of the transition, especially those who may have missed the initial and follow-up notices and are unaware that they were defaulted to electronic delivery?
114. Does the rule, as proposed,
provide covered entities with enough flexibility to determine, based on their own circumstances, how to notify covered recipients receiving paper of the upcoming change to the delivery method? If not, what else might be necessary?
115. Should we prescribe specific
language to be included in the prominent statements that are required in the notices? For example, should we provide a template notice with prescribed headings concerning the transition to e-delivery, the option to opt out of e-delivery and receive paper versions of covered information, and the process for updating an electronic address? Should we not prescribe language and make the notice’s content requirements more principles-based? Should we require the proposed brief statement to identify the electronic address of the covered recipient that the covered entity has on file (if available) that it intends to use to satisfy its delivery obligations to the covered recipient? Would it be operationally difficult or burdensome to personalize the notices in this manner? Are there potential privacy or cybersecurity concerns in providing personal electronic addresses in mailings? If so, should we require that the electronic address be partially anonymized (e.g., Jo*oE@xyz.com) to address these concerns? Should we instead only require the statement to specify the electronic method for delivering to the covered recipient, such as the email address on file, a mobile phone number on file or an inbox available in a covered entity’s website?
116. Should the notices contain any
additional required contents, and if so, what should that content be?
117. Should the notices require
covered entities to state the e-delivery methods that may be used, as proposed, or would an alternative approach be more appropriate? 257 For example, should covered entities be required to specify how each individual item of covered information will be delivered in all or any of the notices? If so, would this have the effect of ‘‘locking in’’ covered entities to a particular e￾delivery method or preventing them from changing to the other method (if permissible under the rule)? If all or any of the notices require the delivery method for each item of covered information to be specified, should covered entities be required to notify covered recipients before changing the method? If so, how? Or should the notice itself indicate the specified method is subject to change?
118. Are covered entities able to
operationalize a means of updating or confirming a covered recipient’s electronic address in the paper notice (for example, through a QR code, website, mobile application, mail, or toll-free telephone number)?
119. Should we require the separate
delivery of the initial notice from other types of covered recipient communications, as proposed?
120. Should the transition process
include, as proposed, an exception from the follow-up notice, if a covered recipient receiving paper updates or confirms an electronic address in response to receiving the initial notice? Similarly, if a covered recipient opts out of e-delivery at any time after receiving the initial notice, should the rule, as proposed, state that a covered entity is not required to provide the follow-up notice? Alternatively, should we prohibit providing additional notices once a covered recipient opts out of e￾delivery? Is there potential for harm or abuse of the transition provisions if covered entities send follow-up notices to covered recipients who have already opted out of e-delivery?
121. We are not proposing an express
recordkeeping provision in proposed Reg E-Delivery relating to the provision of the initial and follow-up notices. Should we instead include a direct, dedicated recordkeeping provision in proposed Reg E-Delivery that would require covered entities to maintain records regarding these notices? 258 Or should such a provision be included in the books and records rules of the respective categories of covered entities (as applicable)? E. E-SIGN Act For the reasons discussed below, to the extent that any covered information delivered under proposed Reg E￾Delivery otherwise is subject to the consumer consent requirements of the E-SIGN Act, we are proposing an exemption from these consent requirements.259
Section 101(c) of the E-SIGN Act sets
forth special provisions that apply when a statute, regulation, or other rule of law requires that information relating to a transaction be provided or made available to a consumer in writing. Specifically, section 101(c) of the E￾SIGN Act provides that such written information may be provided to a consumer electronically as long as the consumer has affirmatively consented to e-delivery and addresses how a consumer may consent to receiving such

260Section 106(1) of the E-SIGN Act defines ‘‘consumer’’ as ‘‘an individual who obtains, through a transaction, products or services which are primarily for personal, family, or household purposes, and also means the legal representative of such an individual.’’ 261See, e.g., SIFMA Letter, supra footnote 44, at n.17 (‘‘Applying E-Sign’s requirements results in a cumbersome, multiple-step process for collecting consents, and, in the experience of financial services firms, many customers become confused, believing that they have already signed up for electronic delivery. Not infrequently, customers overlook or ignore the confirming email from the firm or call their representatives to clear up their confusion. In a 2022 survey commissioned by SIFMA, over a quarter of customers surveyed who do not receive electronic delivery currently say they have signed up but still receive paper documents.’’). 262Section 2(a)(10) of the Securities Act defines the term ‘‘prospectus’’ to include certain communications that are ‘‘written or by radio or television.’’ See 15 U.S.C. 77b(a)(10) (defining the term ‘‘prospectus,’’ in relevant part, to mean ‘‘any prospectus, notice, circular, advertisement, letter, or communication, written or by radio or television, which offers any security for sale or confirms the sale of any security’’). 263Statutes and Commission rules that may involve a requirement for a covered entity to deliver information to consumers in writing include: (for broker-dealers) 17 CFR 240.15l–1(a)(2)(i), 17 CFR 248.1–248.30, 17 CFR 240.10b–10, 17 CFR 240.10b– 16, 17 CFR 240.8c–1 and 17 CFR 240.15c2–1, 17 CFR 240.15c1–5 and 17 CFR 240.15c1–6, 17 CFR 240.15c2–5, 17 CFR 240.15c3–3(b)(3)(iv), 17 CFR 240.15c3–3(b)(4)(i)(B) through (C) and (b)(4)(iv), 17 CFR 240.15c3–3(j), 17 CFR 240.15c3–3(o)(2) and (o)(3)(ii), 17 CFR 240.15g–2 through 17 CFR 240.15g–6, 17 CFR 240.15g–9(a)(2)(ii)(A), 17 CFR 240.15g–9(b)(1), (b)(3) and (b)(4), 17 CFR 242.606(b)(2), 17 CFR 242.607(a), 17 CFR 240.15c3– 1d, 17 CFR 240.15Ba1–1, 15 U.S.C. 78k(d)(2), and 15 U.S.C. 78o(b)(13); (for funding portals) 17 CFR 248.1–248.30, 17 CFR 240.17Ad–15(g), 17 CFR 240.17Ad–17(c), 17 CFR 248.30; (for security-based swap dealers and major security-based swap participants) 17 CFR 240.15Fh–3 and 17 CFR 240.15Fh–5, 17 CFR 240.18a–4, 17 CFR 240.18a–7 and 17 CFR 240.18a–10; (for security-based swap data repositories) 17 CFR 240.13n–10; (for security￾based swap execution facilities) 17 CFR 242.812; (for registered investment advisers) 15 U.S.C. 80b– 6(3) and rules 17 CFR 275.206(3)–2, 17 CFR 275.206(4)–2(a)(2) and (a)(5), 17 CFR 248.1–248.30; (for investment companies and entities excluded from the definition of ‘‘investment company’’) 17 CFR 270.3a–4(a)(2)(iii), 15 U.S.C. 80a–7(e), 15 U.S.C. 80a–16(c), 15 U.S.C. 80a–19(a)(2), 17 CFR 270.19a–1, 17 CFR 270.23c–1(a)(5), 15 U.S.C. 80a– 27(e), 17 CFR 270.30e–1(f), 17 CFR 270.30e–3, 15 U.S.C. 80a–29(i), 15 U.S.C. 80a–63, 17 CFR 248.1– 248.30; (for issuers) 17
CFR 230.428 and Form S– 8, 17 CFR 230.502(b) and (d), 17 CFR 230.504(b)(3), 17 CFR 230.147(f)(3), 17 CFR 230.147A(f)(3); (for issuers and/or other soliciting parties) 17 CFR 240.14c–2. 264Provisions of proposed Reg E-Delivery that could be viewed as involving consumer consent (although they do not require information relating to a transaction be provided or made available to a consumer in writing) include proposed Reg E￾Delivery § 303.102(b), § 303.102(f), § 303.102(g), § 303.104(c)(1)(iv), § 303.104(d), and § 303.104(e). 265See SIFMA Letter, supra footnote 44, at n.17; see also discussion at supra section II.A. 266See supra sections I.B and II.A. 267See supra sections II.B.2, II.B.3, II.B.4, II.B.7, and II.D. information electronically.260 We understand that covered entities have interpreted section 101(c) of the E-SIGN Act as requiring that a covered entity seek to obtain or confirm the covered recipient’s affirmative consent to e￾delivery via email or other electronic means and that the covered recipient respond in kind.261 While most information defined as ‘‘covered information’’ for purposes of proposed Reg E-Delivery is not required to be delivered ‘‘in writing,’’ some is. For example, prospectuses as defined in
section 2(a)(10) of the Securities Act,262
confirmations of transactions under Exchange Act rule 10b–10, certain notifications under Regulation S–P, certain distribution notices under
section 19(a) of the Investment
Company Act, and certain information under Schedule 14C are all required or defined to be ‘‘in writing,’’ such that the affirmative consent requirement in
section 101(c) of the E-SIGN Act could
apply to the extent such information is provided to consumers.263 Under section 104(d)(1) of the E-SIGN Act, a Federal regulatory agency may exempt, without condition, a specified category or type of record from the consumer consent requirements in
section 101(c) if the exemption is
necessary to eliminate a substantial burden on electronic commerce and will not increase the material risk of harm to consumers. Pursuant to the authority in
section 104(d)(1) of the E-SIGN Act, the
Commission is proposing to exempt covered information from the consent requirements of the E-SIGN Act, to the extent such requirements otherwise would apply to the delivery of covered information under Reg E-Delivery (because the covered information is required or defined to be ‘‘in writing,’’ as described above), in order to eliminate a substantial burden on electronic commerce.264 Specifically, we understand that the consent requirements of E-SIGN may significantly burden covered recipients’ ability to receive covered information in the format that meets their preference, for instance because they may believe they have signed up for e-delivery when they have actually not done so (where a multi-step consent process has not been met).265 Additionally, these requirements may burden covered entities and covered recipients that prefer to provide affirmative consent in a manner different from that specified in the E-SIGN Act, including telephonic or other oral consent, consent on paper, or consent by other electronic means. As described in detail in the sections above, the provisions of Reg E-Delivery collectively would eliminate this burden by permitting covered recipients to receive covered information in the format that meets their preference and in a manner more consistent with existing business relationships and practices. Furthermore, the proposal would not increase the material risk of harm to consumers. As described above, we understand that most covered recipients prefer receiving covered information electronically, reflecting the evolution in technology and the ways that investors and other recipients of covered information have come to use technology in the decades since the Commission published the E-Delivery Guidance Releases (and since the enactment of E-SIGN in 2000).266 Reg E￾Delivery as proposed includes safeguards to help ensure that the preferences of covered recipients who prefer to continue receiving covered information in paper format are honored, and that the process for expressing these preferences is transparent and not overly burdensome.267 The transition process for covered recipients currently receiving paper would address these goals, as well as the conditions under which the Commission would consider delivery requirements under the Federal securities laws to have been satisfied by electronic delivery (including, among others, the requirements for disclosure of e-delivery, the content of e-delivery, the provision of paper upon request, and the requirements for website availability, all discussed above). We request comment on the Commission’s determination to propose a regulatory exemption from the consent requirements of the E-SIGN Act:
122. Is the proposed regulatory
exemption appropriate? Do commenters agree that Reg E-Delivery as proposed is necessary to eliminate a substantial burden on electronic commerce and would not increase the material risk of harm to consumers? Are there any respects in which covered entities would prefer to use other affirmative consent processes in connection with any covered information that should be included in the proposed exemption (including telephonic or other oral consent, or consent on paper)?
123. In addition to the statutory and
regulatory provisions described above that may involve a requirement for covered entities to deliver information to consumers in writing, are there any other such requirements under the Federal securities laws that the Commission should specifically include in any adoption of the proposed exemption?

268See Rule 30e–3 Adopting Release, supra footnote 213. 269See infra footnote 615 and accompanying text (discussing costs associated with proposed rescission of rule 30e–3). 270See supra section II.B.1. 271See, e.g., 1995 Guidance, supra footnote 3 (describing and providing examples of appropriate electronic delivery practices for, among other information, proxy solicitation materials); 1996 Guidance, supra footnote 3 (providing an example of electronic delivery of proxy materials and processing of voting instructions); 2000 Guidance, supra footnote 3 (providing an example of appropriate electronic delivery of proxy solicitation materials). 272See, e.g., E-Proxy Adopting Release, supra footnote 13 (establishing an optional notice and access delivery method); Shareholder Choice Regarding Proxy Materials, Release No. 34–56135 (July 26, 2007) [72 FR 42222 (Aug. 1, 2007)] (the ‘‘Shareholder Choice Adopting Release’’) (requiring that proxy materials be posted online and shareholders be notified of the electronic availability of such materials); Internet Availability of Proxy Materials; Regulation of Takeovers and Security Holder Communications; Cross-Border Tender and Exchange Offers, Business Combinations and Rights Offerings; Certain Other Related Rule Corrections, Release No. 34–55146A (Mar. 17, 2008) [73 FR 17810 (Apr. 1, 2008)] (the ‘‘Technical Amendments Release’’) (revising the rule text to explicitly exclude all business combination transactions from the notice and access method); and Amendments to Rules Requiring Internet Availability of Proxy Materials, Release No. 33–9108 (Feb. 22, 2010) [75 FR 9074 (Feb. 26, 2010)] (the ‘‘Amendments Adopting Release’’) (allowing additional flexibility in the formatting and language to be used in the notice of internet availability). 273See E-Proxy Adopting Release, supra footnote 13. 274See Shareholder Choice Adopting Release, supra footnote 272. 275See id. at sections II, VI.A, and VI.C.1. F. Amendments to Current Commission Rules To Facilitate Proposed E-Delivery Approach
1. Rescission of Rule Addressing
Internet Availability of Fund Shareholder Reports We are proposing to rescind rule 30e–
3. Subject to certain conditions, rule
30e–3 under the Investment Company Act generally permits investment companies to satisfy shareholder report delivery requirements by making those reports available online and then providing a notice of that availability through a paper notice, such as a postcard, rather than directly mailing the report (or emailing an electronic version of the report or a link to the report) to shareholders.268 In 2022, the Commission amended the scope of rule 30e–3 to exclude investment companies registered under Form N–1A. Rule 30e– 3 therefore currently only applies to shareholder reports delivered by registered closed-end funds and insurance company separate accounts that are management investment companies offering variable annuity and variable life insurance contracts. Rule 30e–3 was designed as a rule for investors who receive disclosure through paper delivery as opposed to e￾delivery. By contrast, under the proposed rule, covered entities could use e-delivery to deliver covered information to covered recipients who have provided an electronic address— only those covered recipients who either have declined to provide an electronic address, affirmatively opted out of e-delivery, or who have never responded to a covered entity’s request to provide an electronic address would continue to receive paper. To the extent that investors who currently receive shareholder reports today under rule 30e–3 have provided an electronic address, funds relying on Reg E-Delivery would be permitted to transition these investors to e-delivery unless they affirmatively opt out.269 Rule 30e–3 would no longer be necessary if the Commission adopts Reg E-Delivery. Rule 30e–3 already has a limited scope, in that it applies only to delivery obligations of registered closed￾end funds and certain insurance company separate accounts, and even as to those entities applies only to their obligations to deliver shareholder reports. The rule’s scope practically would be further limited by Reg E￾Delivery because, if that rule is adopted, we anticipate that covered entities eligible to use rule 30e–3 would instead rely on Reg E-Delivery where a covered recipient has provided an electronic address. Further, as discussed above, under Reg E-Delivery, e-delivery would not include the use of a paper postcard with a URL (or QR code or other pathway) that would require a covered recipient to take an extra step to access covered information electronically.270 We request comment on the proposed recission of rule 30e–3:
124. Do commenters agree with the
proposal to rescind rule 30e–3? Do commenters agree that rule 30e–3 would no longer be necessary if the Commission were to adopt Reg E￾Delivery because of the current limited scope of rule 30e–3, and because covered entities eligible to use rule 30e– 3 would be more likely to instead rely on Reg E-Delivery where a covered recipient has provided an electronic address? Why or why not?
125. Are there any difficulties that
funds that currently rely on rule 30e–3 (which includes certain funds registered on Forms N–2 and N–3) would encounter with the proposed recission of rule 30e–3? What are those difficulties, and is the one-year transition period that the Commission is proposing for the new e-delivery framework, discussed below in section II.I, sufficient to help mitigate those difficulties? Would smaller funds require a longer compliance period to help mitigate those difficulties?
2. Amendments to Requirements for the
Dissemination of Proxy Materials and Tender Offer Materials (a) Background Providing issuers and other soliciting persons with the flexibility to furnish proxy materials to shareholders in an effective and cost-efficient manner by taking advantage of technological developments in electronic communications and the growth of the internet has been the focus of Commission guidance 271 and numerous rules.272 Recognizing the expanded use of the internet to disseminate information in a reliable and cost￾effective way and the difficulties faced by issuers in relying on affirmative consent to electronic delivery of proxy materials, in January 2007, the Commission adopted a ‘‘notice and access’’ model permitting issuers and other soliciting persons to satisfy their obligations to deliver proxy materials by posting their proxy materials on a website and providing shareholders with a notice informing them that the materials are available at a specific website address and explaining how to access those materials.273 To provide shareholders with the ability to choose whether to access proxy materials by paper, email, or the internet, the Commission subsequently adopted amendments to the proxy rules in July 2007 requiring issuers and other soliciting persons to post their proxy materials on a website, regardless of whether the soliciting person elects to furnish its proxy materials to shareholders by delivering only a notice of the internet availability of the proxy materials (referred to as the notice-only delivery option) or by delivering a full set of the proxy materials (referred to as the full set delivery option).274 The notice and access model for furnishing proxy materials to shareholders, together with the universal requirement for internet availability of proxy materials, was intended by the Commission to provide a lower cost alternative for furnishing proxy materials to shareholders, improve the efficiency of the proxy process, and facilitate shareholder communication by allowing shareholders to choose how to access proxy materials.275 As discussed above, under the current proxy rules, an issuer or other soliciting person can satisfy its obligation to

276See 17 CFR 240.14a–3(a); 17 CFR 240.14a–16 (‘‘rule 14a–16’’). The notice-only delivery option may not be used by an issuer or other soliciting person in connection with a proxy solicitation related to a business combination transaction. See 17 CFR 240.14a–16(m). For purposes of this section only, the term ‘‘proxy materials’’ includes: (1) with respect to issuers, proxy statements on Schedule 14A, proxy cards, information statements on
Schedule 14C, annual reports to security holders
required by Exchange Act rules 14a–3 and 14c–3; or (2) with respect to other soliciting persons, proxy statements on Schedule 14A and proxy cards. Because the focus of this section is information that is required to be delivered to shareholders under the proxy rules, the term ‘‘proxy materials’’ does not include soliciting material required to be filed under Exchange Act rule 14a–12 or additional soliciting material required to be filed under Exchange Act rule 14a–6(b). For the avoidance of doubt, a full set of proxy materials for a soliciting person other than the issuer would include a proxy statement on Schedule 14A and proxy card. 277See Shareholder Choice Adopting Release, supra footnote 272, at section II.A. 278See 17 CFR 240.14a–7 (‘‘rule 14a–7’’). Rule 14a–7 sets forth the obligation of issuers either to provide a shareholder list including names, addresses, and securities positions of its record holders to a requesting shareholder or to send the shareholder’s proxy materials on the shareholder’s behalf, except when the issuer is soliciting proxies in connection with a going-private transaction or a roll-up transaction. If the issuer is concerned about sharing the shareholder list information with the requesting shareholder, the issuer may choose to send the shareholder’s proxy materials on the shareholder’s behalf. 279See 17 CFR 240.14a–3(e), including the note to paragraph (e)(1). 280See 17 CFR 240.14a–16(j)(1) through (2). 281The discussion in this section of ‘‘beneficial owners’’ refers to beneficial owners whose names and addresses do not appear directly in issuers’ stock registers because they hold their securities through a broker, bank, trustee, or similar intermediary. 282 17 CFR 240.14a–13, 17 CFR 240.14b–1, 17 CFR 240.14b–2, and 17 CFR 240.14c–7 are referred to collectively as the ‘‘Shareholder Communications Rules.’’ For additional discussion of the Shareholder Communications Rules, see E-Proxy Adopting Release, supra footnote 13. 283See 17 CFR 240.14b–1(b)(2); 17 CFR 240.14b– 2(b)(3). This requirement does not apply where the issuer has notified the intermediary pursuant to rule 14a–13(c) or rule 14c–7(c) that the issuer will send the annual report to security holders to non￾objecting beneficial owners. See 17 CFR 240.14b– 1(c)(2)(ii); 17 CFR 240.14b–2(c)(2)(ii). ‘‘Non￾objecting beneficial owners’’ are beneficial owners who do not object to having their names and addresses provided to issuers, at their request. 284A bank may include an executed proxy in lieu of a request for voting instructions when forwarding proxy materials to beneficial owners. See 17 CFR 240.14b–2(b)(3). 285See 17 CFR 240.14b–1(d)(1); 17 CFR 240.14b– 2(d)(1). The intermediary must prepare its own notice of internet availability and deliver it to beneficial owners after receiving the information required to be included in such notice from the issuer or other soliciting person and tailoring it for beneficial owners. 17 CFR 240.14b–1(e); 17 CFR 14b–2(e).
286See 17 CFR 240.14b–1(d)(2); 17 CFR 240.14b– 2(d)(2). 287See 17 CFR 240.14b–1, note to paragraph (b)(2); 17 CFR 240.14b–2, note to paragraph (b)(3). 288See 17 CFR 240.14a–16(d)(4) (requiring the notice of internet availability of proxy materials to provide instructions for a security holder to request a paper or e-email copy of the proxy materials, at no charge) (emphasis added); 17 CFR 240.14b– 1(e)(1) (requiring the broker or dealer’s notice of internet availability to include all information, as it relates to beneficial owners, required in a registrant’s notice of internet availability under 17 CFR 240.14a–16(d), provided that the broker or dealer provides its own, or its agent’s, toll-free telephone number, email address, and a website to service requests for copies from beneficial owners); 17 CFR 240.14b–1(d)(4)(i) through (ii); 17 CFR 240.14b–2(e)(1) (requiring the bank’s notice of internet availability to include all information, as it relates to beneficial owners, required in a registrant’s notice of internet availability under 17 CFR 240.14a–16(d), provided that the bank provides its own, or its agent’s, toll-free telephone number, email address, and website to service requests for copies from beneficial owners); 17 CFR 240.14b– 2(d)(4)(i) through (ii). 289See 17 CFR 240.14b–1(d)(4)(i) through (ii); 17 CFR 240.14b–2(d)(4)(i) through (ii). furnish proxy materials to shareholders by posting its proxy materials on a website and sending a notice of internet availability of proxy materials (the ‘‘notice of internet availability’’) or providing a full set of proxy materials (the ‘‘full set’’) to record holders.276 A soliciting person does not have to choose one option or the other as the exclusive means for providing proxy materials to shareholders. Rather, a soliciting person may use the notice￾only delivery option to provide proxy materials to some shareholders and the full set delivery option to provide proxy materials to other shareholders.277 If the issuer has obtained affirmative consent to electronic delivery of proxy materials from a record holder, the issuer generally would deliver the notice of internet availability or the full set to the record holder electronically. As a practical matter, other soliciting persons cannot rely on affirmative consents to electronic delivery that the issuer has obtained from shareholders to deliver the notice or full set to record holders electronically.278 However, if the issuer elects to send the soliciting person’s proxy materials, the issuer may share the benefit of any affirmative consent to electronic delivery of proxy materials that it has obtained from shareholders by delivering the soliciting person’s proxy materials electronically to consenting shareholders. The current proxy rules permit issuers and other soliciting persons to ‘‘household’’ the notice of internet availability or full set, as applicable, by sending a single copy of the notice of internet availability or a single copy of the
full set to more than one record holder at a shared address if the conditions for householding are satisfied.279 The issuer or other soliciting person must provide a paper or email copy of the proxy materials at no charge to record holders requesting such copy.280 Brokers, banks, and similar intermediaries generally furnish proxy materials to beneficial owners on behalf of issuers and other soliciting persons.281 The Shareholder Communications Rules impose obligations on issuers, other soliciting persons, and intermediaries to ensure that beneficial owners receive proxy materials and are given the opportunity to participate in the shareholder voting process.282 Generally, these rules require issuers and other soliciting persons to send their proxy materials to intermediaries for forwarding to the beneficial owners. Within five business days of receiving proxy materials from the issuer or other soliciting person, the intermediary must forward the materials to beneficial owners.283 Intermediaries forward the proxy materials, other than the proxy card, to beneficial owners along with a request for voting instructions that is similar to the proxy card.284 An intermediary may satisfy its obligation to forward proxy materials to beneficial owners by sending a notice of internet availability only if the issuer or other soliciting person requests it to do so and, in such cases, the intermediary must do so.285 The intermediary may choose whether to direct beneficial owners to the issuer’s or other soliciting person’s website or to its own website to access the proxy materials.286 If the intermediary has obtained affirmative consent to electronic delivery of proxy materials from a beneficial owner, the intermediary generally would deliver the full set of proxy materials to the beneficial owner electronically. Intermediaries are permitted, but not required, to ‘‘household’’ the notice of internet availability or full set, as applicable, by sending a single copy of the notice of internet availability or a single copy of the full set to more than one beneficial owner at a shared address if the conditions for householding are satisfied by the intermediary.287 The intermediary is required to provide a requesting beneficial owner with a copy of the proxy materials, at no charge to the beneficial owner.288 If a beneficial owner requests a copy of the proxy materials from the intermediary, the intermediary must in turn request such a copy from the issuer or other soliciting person within three business days after receiving the request from the beneficial owner and must forward the materials to the beneficial owner within three business days after receiving the copy from the issuer or other soliciting person.289

290See supra footnotes 271 and 272. 291See supra section I.D. 292See infra section III.D. 293See proposed Reg E-Delivery § 303.102. 294For example, the procedural and timing requirements for coordinating with intermediaries to deliver proxy materials to shareholders and additional content and timing requirements to facilitate proxy voting. 295 Information required to be delivered under Regulation Crowdfunding, rule 15c2–11, and the trade acknowledgement rule for security-based swap transactions is excluded from the definition of ‘‘covered information.’’ See supra section II.B.1 (b) Proposed Amendments to Exchange Act Regulations 14A and 14C During the Commission’s nearly two decades of experience with the notice and access model for delivering proxy materials,290 there have been significant advances in electronic communication technologies and individuals’ use of those technologies. In light of proposed Reg E-Delivery,291 we are proposing to further update the delivery framework for proxy materials consistent with Reg E-Delivery to facilitate e-delivery, improve engagement with proxy materials, accommodate evolving delivery preferences of shareholders, and provide cost savings to issuers, intermediaries, and ultimately to shareholders by making e-delivery of proxy materials more efficient.292 If adopted, covered entities that comply with the conditions of Reg E￾Delivery would be assured that they have satisfied, through the use of e￾delivery, applicable requirements to deliver covered information under the Federal securities laws. Reg E-Delivery would also permit the use of e-delivery as the default method of delivery, subject to certain conditions.293 Regulations 14A and 14C prescribe specific methods for issuers and other soliciting persons to furnish proxy materials and information statements to shareholders. Therefore, when electing to deliver these materials to shareholders electronically, issuers, other soliciting persons, and intermediaries cannot exclusively rely on Reg E-Delivery to satisfy their delivery obligations. Instead, they must look to Regulations 14A and 14C, as applicable, for the requirements they must comply with when delivering proxy materials and information statements, whether electronically or in paper format. To facilitate e-delivery of proxy materials and information statements, we are proposing to expressly incorporate the requirements associated with the permitted e-delivery methods and the requirements for website availability of information under Reg E-Delivery into the delivery framework for proxy materials. As proposed, issuers, other soliciting persons, and intermediaries would not be required to implement a default e￾delivery system or use e-delivery to satisfy their obligations to deliver proxy materials under Regulation 14A or information statements under Regulation 14C. However, if an issuer, other soliciting person, or intermediary elects to use e-delivery to furnish proxy materials, the amendments we are
proposing to Regulations 14A and 14C would require the issuer, other soliciting person, or intermediary to comply with the requirements associated with the permitted e-delivery methods and the requirements for website availability of information under Reg E-Delivery, in addition to the requirements in proposed amended Regulations 14A and 14C. We believe that expressly incorporating these requirements into the delivery framework for proxy materials would facilitate e-delivery, while preserving important features of the current requirements under Regulations 14A and 14C for shareholders,294 and would promote consistent shareholder experiences through the uniform application of e-delivery requirements across all information required to be delivered under the Federal securities laws (with limited exception).295 Specifically, we are proposing amendments to the following rules:

• Rules 14a–1 and 14c–1 to include
  the definition of ‘‘address,’’ as proposed to be amended, to apply it more broadly in Regulations 14A and 14C;
• Rule 14a–3 to: (1) remove the
  provision related to the business combination exclusion in rule 14a–16; (2) revise certain other provisions to align with the requirements under Reg E-Delivery and the requirements in proposed amended rule 14a–16; (3) remove the definition of ‘‘address,’’ which we are proposing to include, as revised, in rules 14a–1 and 14c–1 instead; (4) clarify that certain references to ‘‘address’’ refer to a ‘‘mailing address’’ and not an electronic address; and (5) add a provision to clarify that when householding a statement of availability of proxy materials, the registrant must include for each shareholder at the shared address any control/identification numbers that the shareholder needs to access its form of proxy and instructions on how to access the form of proxy;
• Rule 14a–7 to: (1) clarify that the
  obligation to mail the requesting security holder’s soliciting material to security holders is not limited to mailing a paper copy of such material; (2) revise certain other provisions to align with the requirements under Reg E-Delivery and the requirements in proposed amended rule 14a–16; (3) remove the requirement to provide names of shareholders who have made a permanent election to receive paper copies of proxy materials because we are proposing to remove this election from current rule 14a–16; (4) clarify that a security holder list must include all addresses; (5) clarify that providing a security holder list is not an option if the issuer cannot provide all of the security holder list information; and (6) remove the note providing that reasonably prompt methods of distribution may be used instead of mailing, which we believe would be unnecessary if proposed amendments to rule 14a–7 are adopted as proposed;
• Rule 14a–13 to: (1) update the
  means of conducting a broker search and requesting a list of non-objecting beneficial owners to remove reliance on first class mail; and (2) clarify that a list of non-objecting (or consenting) beneficial owners must include all addresses;
• Rule 14a–16 to expressly
  incorporate the permitted e-delivery methods, the requirements associated with those e-delivery methods, and the requirements for website availability of information under Reg E-Delivery into the delivery framework for proxy materials;
• Rule 14a–101 to: (1) revise Items 5
  and 22 to clarify that certain references to ‘‘address’’ refer to a ‘‘mailing address’’ and not an electronic address; (2) revise Item 23 to align with the e￾delivery methods under Reg E-Delivery and proposed amended rule 14a–16; and (3) add a requirement in Item 1 to disclose the website address where the proxy materials are available in the proxy statement itself;
• Rules 14b–1 and 14b–2 to: (1) revise
  certain provisions to align with the requirements of Reg E-Delivery and the requirements in proposed amended rule 14a–16; (2) clarify that a list of non￾objecting (or consenting) beneficial owners must include all addresses; (3) revise the deadline for intermediaries to send a statement of availability of proxy materials to beneficial owners; (4) include a note providing that intermediaries would be deemed to have met the requirements for website availability of information under Reg E￾Delivery if they do not establish a separate website for beneficial owners to access the proxy materials; and (5) remove the record keeping and copy delivery requirements associated with the current permanent election for paper copies, which we are proposing to remove from rule 14a–16 as unnecessary

296These Reg E-Delivery requirements would be expressly incorporated into proposed rule 14a–16, as well as proposed rules 14b–1 and 14b–2, through new defined terms that we propose to include in rule 14a–1, including ‘‘direct electronic delivery,’’ ‘‘electronic delivery requirements,’’ ‘‘statement of availability,’’ and ‘‘website availability requirements.’’ 297See proposed rule 14a–16(a)(1)(i) and (ii) (providing that a registrant must use the following delivery methods when furnishing proxy materials to a security holder: a statement of availability, provided that the applicable requirements of Reg E￾Delivery are satisfied; direct e-delivery, provided that the applicable requirements of Reg E-Delivery are satisfied; or paper format); proposed rule 14a– 16(f) (imposing the same requirements on soliciting persons other than the registrant). 298See proposed rule 14a–16(a)(1)(iii). 299Based on aggregated data provided by a proxy services provider for processing of positions held beneficially in ‘‘street name,’’ we understand that approximately 10% of deliveries of proxy materials by issuers for uncontested meetings in calendar year 2025 were physical mailings (2% full set by mail and 8% notice by mail), which represents a significant decrease from the 2008 proxy season (following the Commission’s adoption of the notice and access model for proxy materials), during which 46% of deliveries of proxy materials were physical mailings. 300E-Proxy Adopting Release, supra footnote 13 (adopting a 40-day deadline for sending the notice of internet availability to shareholders in advance of the shareholder meeting date ‘‘to provide shareholders with sufficient time to receive the Notice, request copies of the materials, if desired, and review the proxy materials prior to executing a proxy’’). 301See proposed Reg E-Delivery § 303.102(d); proposed rule 14a–16(a)(1)(i) through (ii) (requiring compliance with ‘‘electronic delivery requirements,’’ which are defined in proposed rule 14a–1 as the requirements in § 303.102 of Reg E￾Delivery, for e-delivery of a statement of availability of proxy materials and direct e-delivery of proxy materials). if proposed Reg E-Delivery and amendments to rule 14a–16 are adopted as proposed;

• Rules 14c–2, 14c–3, 14c–7 and 14c–
  101 to reflect the statement of availability method of e-delivery under Reg E-Delivery and proposed amended rule 14a–16;
• Certain rules under Regulations
  14A and 14C to remove or revise provisions that we believe are outdated or would be unnecessary if Reg E￾Delivery is adopted; and
• Certain rules under Regulations
  14A and 14C to make changes that conform to the other amendments we are proposing to Regulations 14A and 14C. We request comment on the approach we are proposing:

126. Should we amend current rule
     14a–16 to expressly incorporate the permitted e-delivery methods, requirements associated with those e￾delivery methods, and requirements for website availability of information under proposed Reg E-Delivery into the delivery framework for proxy materials, as proposed? Why or why not?
127. Is there an alternative approach
     that would promote consistent shareholder experiences across all information required to be delivered under the Federal securities laws? Is promoting a consistent shareholder experience an appropriate objective as we consider ways to facilitate electronic delivery of proxy materials? If not, what should be the primary objectives? (c) Proposed Amendments to Exchange Act Rule 14a–16 We are proposing to amend rule 14a– 16 to expressly incorporate the permitted e-delivery methods, the requirements associated with those e￾delivery methods, and the requirements for website availability of information under Reg E-Delivery into the delivery framework for proxy materials.296 The proposed amendments also would streamline rule 14a–16 to revise or remove requirements that are outdated or would be unnecessary under the proposed Reg E-Delivery framework. As described above, rule 14a–16 currently requires an issuer or other soliciting person to satisfy its obligation to furnish proxy materials to shareholders by posting its proxy materials on a website and sending a notice of internet availability or a full set of proxy materials to record holders. Currently, whether the soliciting person delivers a notice of internet availability or a full set electronically generally depends on whether the soliciting person has obtained affirmative consent to electronic delivery of proxy materials from the record holder. We are proposing to amend rule 14a–16 to establish that the e-delivery methods of Reg E-Delivery would constitute the only permissible methods of delivering proxy materials electronically and to require soliciting persons to comply with the applicable requirements of Reg E-Delivery, in addition to the applicable requirements in proposed amended rule 14a–16, when delivering proxy materials electronically.297 Delivering a full set of proxy materials in paper would be the only alternative to e-delivery under proposed amended rule 14a–16.298 That is, we are proposing to amend current rule 14a–16 to remove an alternative that is presently available—the option to send a notice of internet availability in paper. Currently, the notice of internet availability is delivered only to shareholders who have not consented to receive proxy materials through electronic means, unless the issuer elects to deliver a full set of proxy materials in paper format. Since the Commission adopted the notice and access model, which implemented the notice-only delivery option as an alternative to the full set delivery option, the number of shareholders who receive physical mailings of proxy materials has decreased significantly.299 Further, we anticipate that additional shareholders would be transitioned to e￾delivery under proposed Reg E-Delivery, if adopted as proposed, and that shareholders who have not consented to e-delivery of proxy materials and have declined to provide an electronic address under Reg E-Delivery may be more likely to continue to prefer receiving a full set of proxy
     materials in paper, rather than a notice of internet availability in paper. Therefore, the notice of internet availability as an alternative to e-delivery would not be necessary if the Commission adopts Reg E-Delivery and, if retained, could cause shareholder confusion. We are proposing corresponding amendments to rule 14a–16 to remove the current deadline for delivery of a notice of internet availability. The deadline imposed by current rule 14a– 16 was intended to provide shareholders with sufficient time to receive the notice of internet availability, access the proxy materials at the website address specified in the notice, and request and receive a paper copy of the proxy materials before the shareholder meeting.300 With the proposed removal of the notice of internet availability as an alternative method to furnish proxy materials to shareholders, the related deadline for sending the notice would no longer be necessary. Because shareholders would be able to access proxy materials more efficiently with direct e-delivery or e￾delivery of a statement of availability of proxy materials, a similar deadline is unnecessary for e-delivery of proxy materials under proposed amended rule 14a–16. If Reg E-Delivery is adopted as proposed, regardless of the e-delivery method used, proxy materials would be required to be delivered no later than the date on which proxy materials are required to be delivered under the Federal securities laws.301 The Federal securities laws generally do not impose a deadline for mailing proxy materials for a routine annual meeting of shareholders. Similarly, proposed amended rule 14a–16 would not impose a deadline for mailing proxy materials in paper format, which is the same approach taken under current rule 14a–
128. Accordingly, if Reg E-Delivery is
     adopted as proposed, the deadline for delivering proxy materials for a routine annual meeting, whether delivered electronically or in paper, would

302State corporate law in the issuer’s jurisdiction of organization and the issuer’s governing documents generally establish the time period during which a notice of an annual or special shareholders’ meeting must be provided to shareholders. Because the state law notice is typically included as part of the proxy statement, the minimum time period established under state law and the issuer’s governing documents would operate as a deadline for mailing the proxy statement. In practice, most issuers distribute proxy materials far in advance of the minimum time period established under state law. 303While current rule 14a–16 would allow for electronic delivery of a notice of internet availability, assuming the shareholder consented to receive proxy materials electronically, we understand this approach is not common for practical reasons. 304See proposed rule 14a–16(e)(1). 305See proposed rule 14a–16(e)(1). 306See proposed rules 14a–3(e), 14a–7(a)(2)(i), 14a–101 (Item 23), 14b–1(b)(2) (note), 14b–1(e), 14b–2(b)(3) (note), 14c–2, 14c–3, 14c–7(a)(5), 14c– 101 (Item 5). 307See proposed rule 14a–16(b)(1). 308See proposed rule 14a–16(b)(1)(i) (requiring compliance with ‘‘website availability requirements,’’ which are defined in proposed rule 14a–1 as the requirements of § 303.103 of Reg E￾Delivery). 309See proposed rule 14a–16(b)(1)(i) and (ii). 310See proposed rule 14a–16(b)(2). 311See proposed Reg E-Delivery § 303.103(c), which is incorporated into proposed rule 14a– 16(b)(1)(i) as ‘‘website availability requirements,’’ as defined in proposed rule 14a–1. 312See 17 CFR 240.14a–16(m). 313See E-Proxy Adopting Release, supra footnote 13, at section II.D. 314See 17 CFR 240.14a–16. 315See 17 CFR 240.14a–16(d)(3); proposed Reg E￾Delivery § 102(c)(1)(iii). 316See 17 CFR 240.14a–16(d)(4); proposed Reg E￾Delivery § 303.102(c)(1)(v)(A) and (D). Although, as proposed, section 303.102(c)(1)(v)(D) of Reg E￾Delivery would not require instructions on how to request an email copy of proxy materials delivered electronically. We believe that such a requirement would be unnecessary given that the statement of availability would include a direct link to the proxy materials in a format that is capable of being retained permanently. 317See 17 CFR 240.14a–16(d)(7); proposed Reg E￾Delivery § 303.102(c)(1)(ii). 318See 17 CFR 240.14a–16(d)(8) (requirement to include in the notice of internet availability a toll￾free telephone number, an email address, and an internet website where the shareholder can request a copy of the proxy statement for the particular meeting); proposed Reg E-Delivery §§ 303.102(f) (requirement to provide, upon request, paper copies of materials delivered electronically); 303.102(c)(1)(v)(D) (requirement to include in a statement of availability a description of the process to request paper copies that provides, at a minimum, a website through which the right to obtain a paper copy can be exercised). 319See 17 CFR 240.14a–16(g)(3); proposed Reg E￾Delivery §
303.102(e). generally be established by applicable state law.302 If Reg E-Delivery is adopted, the e￾delivery of a statement of availability of proxy materials under proposed amended rule 14a–16 would serve a similar function that the delivery of a notice of internet availability serves today under current rule 14a–16.303 Although we are proposing to remove the notice of internet availability, which is typically delivered in paper format, we would retain, as revised for consistency with Reg E-Delivery, certain requirements associated with the notice that should apply equally to a statement of availability of proxy materials delivered electronically. For example, we are proposing to retain the requirement in current rule 14a–16 that a soliciting person provide a record holder or respondent bank with all the information required to be included in the notice of internet availability in sufficient time for the record holder or respondent bank to prepare and deliver the notice by the deadline, as amended to incorporate the content requirements and deadline for a statement of availability under sections 303.102(c)(1) and (d) of Reg E-Delivery.304 Because sections 303.102(c)(2) and (d) of Reg E￾Delivery would similarly prescribe certain content requirements and a deadline for direct e-delivery, we are proposing to amend rule 14a–16 to add a parallel requirement for direct e￾delivery of proxy materials.305 We are proposing a number of conforming changes throughout Regulations 14A and 14C to reflect the permissible e-delivery methods under Reg E-Delivery being incorporated into rule 14a–16 and the removal of the notice of internet availability alternative from rule 14a–16.306 The requirement that a soliciting person make its proxy materials available on a website, regardless of the method of delivery used, would be retained in proposed amended rule 14a–
16.307 We are proposing to amend rule
14a–16 to require that the proxy materials be made available on a website meeting the requirements in Reg E-Delivery no later than the date on which the proxy statement or annual report, as applicable, is sent to shareholders and, if applicable, no later than the date on which the statement of availability is delivered to shareholders.308 We are proposing to retain the current requirement that proxy materials remain available on the website through the shareholder meeting and the prohibition on the Commission’s electronic filing system being the website used for this purpose.309 Similarly, we are proposing to retain the current requirement that additional soliciting materials be made available on the website no later than the day such materials are first sent to shareholders or made public and remain on the website through conclusion of the shareholder meeting.310 We are proposing to remove from current rule 14a–16 the presentation and formatting requirements for proxy materials made available on a website because the same requirements are included in the website requirements in Reg E-Delivery, which would be incorporated into rule 14a–16.311 Under current rule 14a–16, soliciting persons may not use the notice and access model to furnish proxy materials related to a business combination transaction, which means soliciting persons must use the full set delivery option for these transactions.312 This exclusion was included in rule 14a–16 when initially adopted due to the Commission’s desire to gain more experience with the notice and access model and the considerable length and complexity of typical proxy statements for business combination transactions.313 After nearly two decades of experience with the notice and access model and given the significant advances in electronic communication technologies and individuals’ use of those technologies during this time, we propose to amend rule 14a–16 to permit soliciting persons to choose between delivering a full set in paper or using permissible e-delivery methods under Reg E-Delivery, which allow notice and access (in the form of a statement of availability), in connection with business combination transactions. Current rule 14a–16 sets forth content, delivery, and filing requirements for the notice of internet availability.314 Because, as proposed, Reg E-Delivery would include content requirements for the statement of availability, which would be incorporated into proposed amended rule 14a–16, we propose to amend rule 14a–16 to remove duplicative content requirements. Specifically, we are proposing to remove the following content requirements from the statement of availability of proxy materials because the same or substantially similar requirements would be included in Reg E-Delivery:

• Website address where the proxy
  materials are available; 315
• Instructions for requesting a paper
  or email copy of the proxy materials at no charge; 316
• List of materials being made
  available at the specified website; 317
• Website and email address where
  shareholders can request a copy of the current proxy materials; 318 and
• Requirements relating to pictures,
  logos, or similar design elements.319 Similarly, we are proposing to amend rule 14a–16 to remove the following

320See 17 CFR 240.14a–16(c); proposed Reg E￾Delivery § 303.103(c). 321See 17 CFR 240.14a–16(j)(3); proposed Reg E￾Delivery § 303.102(f)(1) (in the context of proxy materials, would require a soliciting person to send, free of charge, one paper copy of the proxy materials delivered electronically to a shareholder in the two years preceding the date of the shareholder’s request to any such shareholder requesting such a copy). 322See 17 CFR 240.14a–16(l); proposed Reg E￾Delivery § 303.102(f)(1) (in the context of proxy materials, would require a soliciting person to deliver paper copies only to shareholders to whom the soliciting person has delivered proxy materials electronically). 323See 17 CFR 240.14a–16(d)(2). 324See 17 CFR 240.14a–16(d)(4). 325See 17 CFR 240.14a–16(d)(6); 17 CFR 240.14a– 16(l)(3)(i). 326See 17 CFR 240.14a–16(d)(11). 327See 17 CFR 240.14a–16(f)(2). 328See 17 CFR 240.14a–16(g). 329See proposed Reg E-Delivery § 303.102(f) (requirement that covered recipients be able to request paper copies of the covered information or opt out of electronic delivery effectively provides the ability to make a permanent election to receive paper copies and may be exercised pursuant to information required to be included in a statement of availability under section 102(c)(1)(v) of Reg E￾Delivery and in direct delivery under section 102(c)(2) of Reg E-Delivery). 330See 17 CFR 240.14a–16(d)(8) (requiring in the notice of internet availability a toll-free telephone number, an email address, and an internet website where the shareholder can request a copy of the proxy statement for the particular meeting). Section 303.102(c)(1)(v)(D) of Reg E-Delivery, which would be incorporated into proposed amended rule 14a– 16, would require a statement of availability to include a description of the process to request paper copies that provides, at a minimum, a website through which the right to obtain a paper copy can be exercised. 331See 17 CFR 240.14a–16(j)(2). 332See 17 CFR 240.14a–16(d)(8). 333See 17 CFR 240.14a–16(j)(4). 334See 17 CFR 240.14a–16(h)(2). 17 CFR 240.14a– 4(f) imposes a substantially similar requirement such that an issuer (or other soliciting person) cannot deliver a form of proxy unless the security holder concurrently receives, or has previously received, a definitive proxy statement that has been filed with the Commission. 335See 17 CFR 240.14a–16(l)(3)(i) and (ii). 336See 17 CFR 240.14a–16(n). 337See proposed rule 14a–16(c)(1)(i) (retaining requirement in 17 CFR 240.14a–16(d)(1), without specifying that such legend must be in bold-face type, supplemented with ‘‘date, time, and location of the meeting’’ required by 17 CFR 240.14a– 16(d)(5)). 338We note that we do not view a control number for executing a proxy or similar information necessary for executing a proxy or accessing proxy materials as personal financial information and inclusion thereof should not limit a covered entity’s choice to use direct electronic delivery pursuant to
section 102(c)(2) of Reg E-Delivery.
339See proposed rule 14a–16(c)(1)(ii) (retaining requirements in 17 CFR 240.14a–16(d)(9) and (10)). requirements, which are duplicative of substantially similar requirements in Reg E-Delivery that would be incorporated into proposed amended rule 14a–16:

• Requirement that the proxy
  materials made available on the website be in a format convenient for both reading online and printing on paper; 320
• Soliciting person’s obligation to
  provide copies of the proxy materials for one year after the conclusion of the meeting; 321 and
• Obligation of soliciting persons
  other than registrants to provide copies of their proxy materials only to those shareholders they solicit.322 We are also proposing to remove certain content and other requirements that were helpful at the time rule 14a– 16 was initially adopted due to the novelty of the notice and access model for delivering proxy materials but we believe are no longer necessary after nearly 20 years of experience with the notice and access model and increased use of electronic communications technology to access proxy materials. Specifically, we are proposing to remove the:
• Requirement to indicate that the
  notice of internet availability is not a form for voting and presents only an overview of the more complete proxy materials and encourage shareholders to access and review the proxy materials before voting; 323
• Requirement to indicate in the
  notice of internet availability that a paper or email copy of the proxy materials will not be provided except upon request; 324
• Requirement to identify each matter
  to be acted on and state the soliciting person’s recommendations in the notice of internet availability; 325
• Requirement to include information
  in the notice of internet availability on how to obtain directions to attend the meeting and vote in person; 326
• Provisions permitting certain
  materials, such as a pre-addressed, postage-paid reply card and an explanation of the reasons for the use of the notice and access model, to accompany a notice of internet availability; 327 and
• Requirement that plain English
  principles be used in the organization, language, and design of the notice of internet availability; 328 In addition, we are proposing to remove requirements that are primarily relevant where notices of internet availability are delivered in paper format. We believe these requirements would no longer be necessary if the amendments to rule 14a–16 are adopted as proposed, because these amendments would remove the option to send a notice of internet availability in paper format, and if Reg E-Delivery is adopted as proposed, because Reg E-Delivery would allow shareholders to make a permanent election to receive proxy materials in paper format by opting out of e-delivery.329 Specifically, we are proposing to remove the:
• Requirement to include a toll-free
  telephone number where shareholders can request a copy of the current proxy materials; 330
• Requirement to provide electronic
  copies of proxy materials to requesting record holders; 331
• Requirement to include in the
  notice of internet availability instructions for a shareholder to make a permanent election to receive paper or email copies of the proxy materials 332 and the associated recordkeeping requirement; 333
• Requirement that the form of proxy
  is accompanied or preceded by a copy, via the same medium, of the proxy statement and any annual report to security holders; 334
• Requirement for the notice of
  internet availability of a soliciting person other than the registrant to indicate that there may be additional agenda items of which the soliciting person is not aware and whether execution of the soliciting person’s form of proxy will invalidate a prior vote on matters not presented on the soliciting person’s form of proxy; 335 and
• Provisions regarding the delivery of
  a full set of proxy materials as it relates to the notice of internet availability,336 including (i) the requirement to incorporate in the proxy statement all the information required to appear in a notice of internet availability if a notice is not delivered separately, and (ii) a provision regarding instructions required in a notice of internet availability but not required to be included in a proxy statement if a full set of proxy materials is delivered. Proposed amended rule 14a–16 would retain certain content and other requirements that are specific to proxy materials and not otherwise required under Reg E-Delivery. If Reg E-Delivery is adopted as proposed, a statement of availability of proxy materials would include the information required by
  section 303.102(c)(1) of Reg E-Delivery
  and the following information:
• A prominent legend that states
  ‘‘Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held [insert meeting date, time, and location]’’ 337;
• Any control/identification
  numbers 338 that the shareholder needs to access its form of proxy and instructions on how to access the form of proxy; 339 and
• The date by which a shareholder
  should make a request to obtain a paper copy of the proxy materials to facilitate

340See proposed rule 14a–16(c)(1)(iii) (retaining
part of the requirement in 17 CFR 240.14a–
16(d)(4)). This information would also be required in the direct e-delivery of proxy materials under proposed rule 14a–16(a)(1)(ii). 341See 17 CFR 240.14a–16(e)(1); 17 CFR 240.14a– 16(f)(1); 17 CFR 240.14a–16(f)(2)(ii); proposed rule 14a–16(c)(3)(i). 342See 17 CFR 240.14a–16(f)(2)(iii); proposed rule 14a–16(c)(3)(ii). 343See 17 CFR 240.14a–16(h)(1). 344See 17 CFR 240.14a–16(i); proposed rule 14a– 16(c)(4). 345See 17 CFR 240.14a–16(b)(4); proposed rule 14a–16(d). 346See 17 CFR 240.14a–16(h)(2); 17 CFR 240.14a– 4(f). While we are not proposing to retain the requirement in 17 CFR 240.14a–16(h)(2) in proposed amended rule 14a–16, 17 CFR 240.14a– 4(f) imposes a substantially similar requirement such that an issuer (or other soliciting person) cannot deliver a form of proxy unless the security holder concurrently receives, or has previously received, a definitive proxy statement that has been filed with the Commission. 347See 17 CFR 240.14a–16(k)(1); proposed rule 14a–16(g)(1). 348See 17 CFR 240.14a–16(k)(2); proposed rule 14a–16(g)(2). 349See proposed rule 14a–16(g)(2). The term ‘‘opt out of electronic delivery’’ used in proposed rule 14a–16(g)(2) would be defined in Rule 14a–1, as proposed to be amended, by referring to section 303.102(f)(2) of Reg E-Delivery. 350See proposed Reg E-Delivery § 303.102(d). 351See proposed rule 14a–16(c)(1)(i) (requiring the statement of availability of proxy materials to include a prominent legend that states ‘‘Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held [insert meeting date, time, and location]’’); proposed Reg E-Delivery §§ 303.102(c)(1)(i) (which would require in a statement of availability of proxy materials a prominent statement alerting the shareholder that the proxy materials are available) and 303.102(c)(1)(ii) (which would require in a statement of availability of proxy materials a brief description of the proxy materials that indicates the proxy materials may require action by the shareholder receiving the proxy materials within a fixed time frame to exercise certain rights); proposed Reg E-Delivery § 303.102(c)(2) (requiring the same description as section 303.102(c)(1)(i) and (ii) in direct electronic deliveries of proxy materials). timely delivery before the shareholder meeting.340 The statement of availability of proxy materials would still be required to be delivered separately from other communications, except that, as is the case under current rule 14a–16, it may be combined with, or accompanied by, a permitted state law shareholders’ meeting notice,341 and in the case of a registered investment company, it may accompany a prospectus, summary prospectus, or report to shareholders.342 While we are proposing to retain this requirement, we are not proposing to retain the exception allowing a notice of internet availability to be accompanied by a form of proxy if at least 10 calendar days have passed since the date the notice of internet
availability was first sent to shareholders.343 We believe this exception would be unnecessary since a statement of availability of proxy materials would only be delivered electronically and would provide direct access to the proxy statement and form of proxy via a direct link to a website that includes the proxy materials. We are also proposing to retain the requirement that a notice of internet availability be filed with the Commission no later than the date it is first sent to shareholders, as amended to apply to statements of availability instead of notices of internet availability.344 Issuers would still be required to provide shareholders with a means to execute a proxy as of the time a statement of availability is first sent to shareholders.345 Additionally, issuers would still be able to send a form of proxy only if accompanied or preceded by the proxy statement.346 Proposed amended rule 14a–16 would also retain the current guidelines as to privacy of persons accessing a website used to post proxy materials 347 and the use of electronic addresses of shareholders provided for the purpose of requesting copies of proxy materials,348 as amended to include electronic addresses of shareholders provided for the purpose of opting out of e-delivery under Reg E-Delivery.349 We request comment on the proposed amendments to rule 14a–16:
128. Current rule 14a–16(a)(1)
provides a 40-calendar-day deadline for issuers to provide a notice of internet availability, which is typically delivered in paper format. If Reg E-Delivery and the amendments to rule 14a–16 are adopted as proposed, a statement of availability of proxy materials would be required to be delivered no later than the date by which the proxy materials are required to be delivered under the Federal securities laws.350 Should we instead retain the 40-calendar-day deadline for the statement of availability of proxy materials, which would be required to be delivered electronically? Should we adopt a different deadline? For example, should we amend rule 14a–16 to implement a principles-based deadline that requires the statement of availability to be sent to shareholders by a date that would provide shareholders with a meaningful opportunity to request and obtain paper copies of the proxy materials before the shareholder meeting? Should we adopt a deadline that is a specific number of days less than 40 (e.g., 5 or 10 calendar days prior to the date by which the proxy materials are required to be delivered under the Federal securities laws)? Why or why not? Are there certain state laws that we should consider in developing a deadline for the statement of availability to be sent to the shareholders?
129. Should the Reg E-Delivery
deadline for delivering covered information (i.e., no later than the date on which the covered information is required to be delivered under the Federal securities laws) apply to proxy materials, as proposed? If not, why not?
130. Are there timing requirements for
proxy materials that this provision would affect? If so, how should we modify the timing requirements in these cases?
131. Certain kinds of covered
information, such as proxy statements, request that shareholders act within a certain time frame to exercise their rights. Are the provisions of proposed rule 14a–16(c)(1)(i) and sections 303.102(c)(1)(i) and (ii) and 303.102(c)(2) of Reg E-Delivery adequate to alert shareholders to these deadlines to take action? 351 Why or why not? Would a different method of distinguishing such time-sensitive covered information be preferred? Alternatively, is the prominent legend required by proposed rule 14a– 16(c)(1)(i) no longer necessary given the disclosure required by sections 303.102(c)(1)(i) and (ii) and 303.102(c)(2) of Reg E-Delivery such that we should remove the legend requirement from proposed rule 14a– 16?
132. While we believe easy
accessibility of electronically delivered proxy materials warrants paring down requirements from the notice of internet availability for the content that must be included in the statement of availability of proxy materials, does the statement of availability as proposed provide adequate information? Should any of the requirements we propose to remove be retained? Should we retain the requirement to include a toll-free telephone number and email address where shareholders can request a copy of the proxy materials, or is a website sufficient for this purpose given that, unlike notices of internet availability, statements of availability would only be delivered electronically with shareholders accessing the statement of availability (and potentially the proxy materials) electronically before determining to request a copy? Should the statement be required to refer shareholders to the proxy statement for more information on meeting details and agenda items? Would the proxy statement being one click away sufficiently serve the same purpose that rule 14a–16(d)(6) currently does to identify each matter intended to be acted on and the soliciting person’s

352See 17 CFR 240.14a–13; 17 CFR 240.14b–1; 17 CFR 240.14b–2; 17 CFR 240.14c–7; supra footnote 282. 353See proposed rules 14b–1(b)(2)(i)(A) and (B) and 14b–2(b)(3)(i)(A) and (B). 354See 17 CFR 240.14b–1(b)(2). 355See 17 CFR 240.14b–1(e)(2); 17 CFR 240.14b– 1(d)(5)(i)(B). 356See proposed rule 14b–1(b)(2)(ii). 357See proposed rules 14a–13(b); 14b–1(b)(3)(i); 14b–2(b)(4)(ii). 358See proposed rules 14b–1(d)(1) and 14b– 2(d)(1). This five-business day period mirrors the time period that intermediaries have for many of their obligations under rules 14b–1 and 14b–2, including to forward proxy materials to beneficial owners after receipt from the soliciting person. See supra footnote 283 and accompanying text. 359See 17 CFR 240.14b–1(d)(2) (providing that a broker or dealer may opt to establish a website at which beneficial owners are able to access the proxy materials); 17 CFR 240.14b–2(d)(2) (providing that a bank may opt to establish a website at which beneficial owners are able to access the proxy materials). 360See proposed rule 14b–1(d) (Note to paragraphs (d)(1) and (d)(2)); proposed rule 14b– 2(d) (Note to paragraphs (d)(1) and (d)(2)). 361See 17 CFR 240.14b–1(d)(3); 17 CFR 240.14b– 2(d)(3); 17 CFR 240.14b–1(d)(5); 17 CFR 240.14b– 2(d)(5). 362See 17 CFR 240.14b–1(d)(4)(iii); 17 CFR 240.14b–2(d)(4)(iii). 363See proposed rules 14b–1(e)(1) and (3) and 14b–2(e)(1) and (2). 364See proposed rules 14a–13(a)(1), 14a–13(b)(1), 14b–1(b)(1), 14b–2(b)(1)(i) and (ii), 14b–2(b)(4)(i), 14c–7(a)(1), 14c–7(b)(1). recommendations? Would other content requirements for the statement of availability of proxy materials be appropriate?
133. Is the requirement in section
303.102(f)(1) of Reg E-Delivery to provide, upon request, paper copies of materials delivered electronically in the two years preceding the date of the shareholder’s request substantially more burdensome than the requirement under current rule 14a–16(j)(3) to provide copies of proxy materials for one year following conclusion of the relevant meeting or corporate action?
134. As proposed, rule 14a–16 would
require any electronic delivery of proxy materials to comply with Reg E-Delivery and its requirements. Is there currently any beneficial flexibility that would be lost by not having any method of electronic delivery other than under Reg E-Delivery? If yes, should proposed rule 14a–16 be modified to allow for such flexibility? What are the modifications that should be included to retain any existing flexibility?
135. Are there any difficulties that
issuers would encounter with the proposed amendments to rule 14a–16? What are those difficulties and is the two-year transition period that the Commission is proposing for the new e￾delivery framework and proposed amendments to rule 14a–16, discussed below in section II.H., sufficient to help mitigate those difficulties? Would smaller issuers require a longer compliance period to help mitigate those difficulties? (d) Proposed Amendments to Shareholder Communications Rules (Exchange Act Rules 14a–13, 14b–1, 14b–2, and 14c–7) Many shareholders hold their shares indirectly through a broker, bank, or similar intermediary. Because these ‘‘beneficial owners’’ do not hold their shares directly, their names and addresses do not appear on issuers’ stock registers and the issuers must deliver proxy materials to the intermediaries, who are obligated to forward the materials to beneficial owners. The Shareholder Communications Rules 352 set forth the obligations of issuers and intermediaries to ensure proper and timely delivery of proxy materials to beneficial owners to facilitate beneficial owners’ participation in the voting process. The amendments we are proposing to rule 14a–16 necessitate corresponding amendments to the Shareholder Communications Rules to: (1) align with the proposed Reg E-Delivery framework; (2) reflect our proposed amendments to rule 14a–16; and (3) update the rules to reflect modern practices and technological advancements, similar to the amendments we are proposing to rule 14a–16. Specifically, we propose to amend the Shareholder Communications Rules to:

• Revise the intermediary’s obligation
  to forward proxy materials to its customers who are beneficial owners of the issuer’s securities to specify that such materials may be delivered: (1) by direct e-delivery, provided that the applicable requirements of Reg E￾Delivery are satisfied; or (2) in paper format.353
• As a result of the revision discussed
  immediately above, amend the broker’s or dealer’s obligation to forward proxy materials to its customers who are beneficial owners of the issuer’s securities 354 to replicate the requirement under the current rules for the broker’s or dealer’s notice of internet availability 355 that the broker’s or dealer’s request for voting instructions sent with the proxy statement include a brief description, if applicable, of the rules that permit the broker or dealer to vote the securities if the beneficial owner does not return his or her voting instructions.356
• Revise certain references to
  ‘‘addresses’’ to refer to ‘‘all addresses’’ to clarify that a list of non-objecting (or consenting) beneficial owners must include all addresses, which would include both mailing and electronic addresses, if available; 357
• Remove the 40-calendar day
  deadline for delivering a notice of internet availability, which we propose to remove from rule 14a–16, as discussed above, and impose a different deadline for an intermediary’s delivery of a statement of availability of proxy materials, which must be sent to beneficial owners no later than five business days after receiving the information required to be included in the statement from a soliciting person or such later date specified by the soliciting person; 358
• Add a note to clarify that when an
  intermediary does not establish its own website to host proxy materials 359 and instead refers beneficial owners to the issuer or other soliciting person’s website for access to the proxy materials, the website availability requirements of section 303.103 of Reg E-Delivery will be deemed to be met as they relate to the intermediary’s obligations under that provision; 360
• Remove requirements that are
  relevant only to notices of internet availability delivered in paper format; 361
• Remove the record keeping and
  copy delivery requirements associated with the current permanent election for paper or email copies, which we are proposing to remove from rule 14a–16 as unnecessary if proposed Reg E￾Delivery and amendments to rule 14a– 16 are adopted as proposed; 362
• Revise the content requirements for
  an intermediary’s statement of availability of proxy materials to incorporate the content requirements of
  section 303.102(c)(1) of Reg E-Delivery
  and add the requirement to include the website address where beneficial owners are able to access the intermediary’s request for voting instructions; 363
• Revise references to ‘‘Notice of
  internet Availability of Proxy Materials’’ throughout to refer to ‘‘statement of availability of proxy materials,’’ where appropriate, to reflect the statement of availability method of e-delivery under Reg E-Delivery and proposed amended rule 14a–16; and
• To reflect the increased use of
  electronic communications as opposed to first class mail, particularly between issuers and intermediaries, update requirements to respond or inquire by ‘‘first class mail or other equally prompt means’’ to require only that such responses or inquiries be made promptly.364

365See 17 CFR 240.14b–1(b)(2); 17 CFR 240.14b– 2(b)(3). 366See 17 CFR 240.14b–1(b)(3)(ii); 17 CFR 240.14b–2(b)(4)(iii). 367See 17 CFR 240.14a–13(b)(2); 17 CFR 240.14b– 1(b)(3)(i); 17 CFR 240.14b–2(b)(4)(ii); 17 CFR 240.14c–7(b)(2). 368See 17 CFR 240.14b–2(b)(2). 369See proposed rules 14b–1(d)(1) and 14b– 2(d)(1). 370See 17 CFR 240.14b–1(d)(4)(i) through (ii); 17 CFR 240.14b–2(d)(4)(i) through (ii). 371See 17 CFR 240.14a–7 (Note 1). Because this note will no longer be necessary if the amendments to rule 14a–7 are adopted as proposed, we are proposing to delete it and add the provisions in Note 2 to rule 14a–7 to a single note to that rule. 372See infra footnotes 381 and 382 and accompanying text. 373See proposed rule 14a–7(a)(2)(ii)(A) and (B). 374See proposed rule 14a–7(a)(2)(ii)(D). 375See 17 CFR 240.14a–7(c)(2)(i) and (ii); 17 CFR 240.14a–7(d). We request comment on the proposed amendments to rules 14a–13, 14b–1, 14b–2 and 14c–7:
136. Should issuers be required to
indicate to record holders the date by which proxy materials or statements of availability of proxy materials should be sent to beneficial owners as part of the broker search inquiry pursuant to rules 14a–13(a)(1)(ii) and 14c–7(a)(1)(ii)?
137. Brokers, dealers, and banks
currently must forward proxy materials to beneficial owners within five business days of receiving the proxy materials from the issuer or other soliciting person.365 We believe technological advancements have led to more efficient coordination among soliciting persons and intermediaries since this deadline was adopted. Is a five-business day period currently needed? Why or why not? Should we shorten this deadline to three business days to facilitate more timely delivery of proxy materials? If not, what is the appropriate amount of time for forwarding proxy materials after receipt of those materials? Considering there could be ‘‘piggybacking’’ of intermediaries (e.g., the beneficial owner holds shares through a bank that in turn holds those shares through another bank or broker), what is the appropriate amount of time to ensure timely delivery of proxy materials to the ultimate beneficial owner where there are multiple levels of intermediaries?
138. Brokers, dealers, and banks are
currently required to transmit a compiled list of non-objecting beneficial owners within five business days after such list is compiled.366 Is a five￾business day period needed currently? Why or why not? Should we shorten this deadline to three business days to facilitate more timely communication with these beneficial owners? If not, what should the deadline be?
139. Currently, an intermediary must
compile a list of non-objecting beneficial owners as of a date that is no earlier than five business days after the issuer’s request is received by the intermediary.367 Is five business days needed to compile this list currently? Should this required lead time be shortened to three business days to facilitate more timely communication with these beneficial owners? Why or why not?
140. Currently, banks must execute
and return an omnibus proxy to the issuer and furnish corresponding notice to respondent banks within five business days after the record date.368 Should this deadline be shortened to three business days to facilitate more timely proxy processing? Why or why not? If not, what is the appropriate deadline?
141. Should the deadline for an
intermediary to prepare and send a statement of availability be no later than five business days after receiving the information required to be included in the statement from a soliciting person or such later date specified by the soliciting person, as proposed? 369 Why or why not? If not, what deadline would be appropriate?
142. Brokers, dealers, and banks are
currently required to request a copy of proxy materials from a soliciting person within three business days after receiving such request from a beneficial owner, and to forward the copy to the requesting beneficial owner within three business days after receipt of the copy from the soliciting person.370 Should we shorten the period of time intermediaries have to request and forward proxy materials to two business days to facilitate more timely receipt of copies by beneficial owners? Why or why not? If not, what deadline would be appropriate?
143. Do the provisions of current rule
14b–2 reflect current bank procedures for proxy processing? Would any other changes be helpful to better align the rule requirements with current bank proxy processing procedures or to facilitate electronic delivery?
144. Current rule 17a–3(a)(9)
generally requires broker-dealers to create and keep current records of the beneficial owners of each cash, margin, and security-based swap account they hold, and whether such beneficial holders object to the disclosure to issuers of their identity, address and securities positions. Broker-dealers use lists compiled pursuant to current rule 17a–3(a)(9) in complying with their obligations to provide beneficial ownership information and to facilitate dissemination of proxy and other materials under rule 14b–1(b). Should we amend current rule 17a–3 or another Commission rule to facilitate electronic delivery by issuers and other soliciting persons to non-objecting beneficial owners? If so, how? (e) Proposed Amendments to Exchange Act Rule 14a–7 Soliciting persons other than the issuer rely on the issuer to furnish proxy materials to the issuer’s record holders. Rule 14a–7 sets forth the obligation of issuers either to provide a shareholder list to a requesting shareholder or to send the shareholder’s proxy materials on the shareholder’s behalf. While note 1 to current rule 14a–7 permits the use of ‘‘reasonably prompt methods of distribution’’ other than mailing,371 we are proposing to amend rule 14a–7 to change references to ‘‘mail’’ to ‘‘send’’ to clarify that both electronic and paper delivery are acceptable under the rule. The changes we are proposing to rules 14a–1, 14a–3, and 14c–1 would incorporate the definition of ‘‘electronic address’’ under Reg E-Delivery into the definition of ‘‘address’’ in current rule 14a–3 and relocate this amended definition to proposed rules 14a–1 and 14c–1 so that term would apply more broadly to Regulations 14A and 14C.372 We are also proposing to amend certain references to ‘‘address’’ in current rule 14a–7 to refer to ‘‘all addresses’’ to clarify that a shareholder list must include all addresses.373 As a result, a shareholder list provided under proposed amended rule 14a–7 would include both mailing and electronic addresses of the record holders, if available, and the issuer would include both addresses in a shareholder list delivered to a requesting shareholder. The issuer would be required to identify security holders who receive proxy materials in paper or have requested paper copies of the proxy materials for the upcoming meeting, thereby identifying for a requesting shareholder the preferred method of distribution of the proxy materials for those shareholders.374 Current rule 14a–7(c) restricts the use of shareholder list information for any purpose other than to solicit a shareholder for the upcoming meeting or action by consent and provides safeguards on the use of any electronic address provided as part of a shareholder list.375 We believe these provisions provide adequate protection against the use of electronic addresses by third parties for purposes other than delivery of proxy materials. However, where an issuer cannot provide all of

376See proposed note to paragraph (b)(2) of rule 14a–7. 377See 17 CFR 240.14a–7(a)(2)(ii)(D). 378See proposed rule 14a–7(a)(2)(i). For example, the requirement to deliver multiple copies of the notice of internet availability in a single envelope to a shared address if the requesting shareholder furnishes multiple copies for that address would be removed as it is relevant only for paper notices of internet availability, which we propose to eliminate. 379See 17 CFR 240.14a–7(a)(2)(ii). 380To comply with the Federal Register Document Drafting Handbook, we would also revise proposed amended rules 14a–1 and 14c–1 to remove the numbering from the definitions in those rules. See National Archives and Records Administration, Office of the Federal Register, Federal Register Document Drafting Handbook,
Chapter 8–15 (Oct. 1998 Revision) (‘‘In sections or
paragraphs containing only definitions, we recommend that you do not use paragraph designations if you list the terms in alphabetical order.’’). We are also proposing to make conforming changes to certain rules that reference definition numbering, which we are proposing to eliminate. See, e.g., 17 CFR 240.14a–2(b)(9); 17 CFR 240.14a– 13(b)(3); 17 CFR 240.14c–7(a) (Note 1); 17 CFR 240.14c–7(b)(3); 17 CFR 240.17a–3(a)(9)(ii). Moreover, we are proposing some non-substantial technical changes to certain other rules. See, e.g., paragraph (2) in the definition of ‘‘Associate’’ in 17 CFR 240.14c–1; 17 CFR 240.14c–7(b)(2); 17 CFR 240.14d–5(g)(1). Additionally, we recognize that the current text of 17 CFR 240.14a–1(l) provides that the terms ‘‘solicit’’ and ‘‘solicitation’’ include certain ‘‘proxy voting advice that makes a recommendation to a security holder as to its vote, consent, or authorization on a specific matter for which security holder approval is solicited.’’ 17 CFR 240.14a–1(l)(1)(iii)(A). The Commission adopted that rule text, as well as additional rule text in 17 CFR 240.14a–1(l)(2)(v) and 17 CFR 240.14a– 2(b)(9), in 2020. See Exemptions From the Proxy Rules for Proxy Voting Advice, Release No. 34– 89372 (July 22, 2020) [85 FR 55082 (Sept. 3, 2020)] (‘‘2020 Proxy Voting Advice Release’’). On July 1, 2025, the United States Court of Appeals for the District of Columbia affirmed the United States District Court for the District of Columbia’s vacatur of the definitional amendment codified at 17 CFR 240.14a–1(l)(1)(iii)(A). See Institutional S’holder Servs., Inc. v. SEC, 142 F.4th 757, 768 (D.C. Cir. 2025). That vacatur had the legal effect of reverting 17 CFR 240.14a–1(l) to the form of the rule that existed prior to Nov. 2, 2020, when the current form of the rule became effective. See 2020 Proxy Voting Advice Release. We will address the impact of the Court’s vacatur in a subsequent release. 381See 17 CFR 240.14a–3(e)(1)(iv). 382See proposed rule 14a–1; proposed rule 14c– 1. 383See proposed rule 14a–3(e)(1)(ii)(B)(1) and (2)(ii); proposed rule 14a–3(e)(2)(ii); proposed rule 14a–101, Item 5(b)(1)(i) and (ii) and (ix) and Item 22(a)(3)(i), (b)(Table), (c)(Instruction), (c)(2), (c)(3), and (c)(4). 384See proposed rule 14a–101, Item 23(c); proposed rule 14c–101(c), Item 5(c). 385See supra notes 296 and 349. 386See proposed rule 14a–3(e), proposed rule 14a–101, Item 23; proposed rule 14c–2(d); proposed rule 14c–3(c), proposed rule 14c–7(a)(5); proposed rule 14c–101, Item 5. 387See proposed rule 14a–3(a). the information required to be included in a shareholder list, such as electronic addresses, proposed amended rule 14a– 7 would clarify that the issuer must then distribute the requesting shareholder’s proxy materials.376 For example, if the representations made by an issuer when it obtains an electronic address or affirmative consent to electronic delivery from a shareholder prevent it from sharing that electronic address with third parties, the
issuer would be obligated to deliver the proxy materials on behalf of the third party. We are proposing to amend current rule 14a–7 to remove the requirement to provide the names of shareholders who have made a permanent election to receive paper copies of proxy materials because we are proposing to remove this election from rule 14a–16 as unnecessary if proposed Reg E-Delivery and amendments to rule 14a–16 are adopted as proposed.377 In addition, we are proposing to revise certain other requirements in current rule 14a– 7(a)(2)(i) to align with the requirements under Reg E-Delivery and the requirements in proposed amended rule 14a–16.378 We request comment on the following:
145. Does providing electronic
addresses to third-party soliciting persons present additional privacy and other concerns not present with mailing addresses?
146. Should issuers always be
required to electronically deliver proxy materials on behalf of third parties, rather than doing so at the issuer’s election?
147. Is there a concern that if proxy
materials are delivered electronically by soliciting persons other than the issuer, shareholders may not receive or access those materials due to technical issues or cybersecurity concerns?
148. Current rule 14a–7(a)(1) provides
that an issuer must notify a requesting shareholder within five business days following its receipt of a request whether it intends to mail such shareholder’s soliciting materials or provide such shareholder with a shareholder list that would allow the requesting shareholder to mail its soliciting materials to the issuer’s shareholders. Should we shorten this deadline from five business days to three business days to facilitate more timely dissemination of the requesting shareholder’s proxy materials? Why or why not?
149. Currently, issuers must respond
within five business days to a shareholder’s request for a list of the names, addresses and security positions of the record holders.379 If Reg E￾Delivery is adopted, should we increase the amount of time registrants have to respond to a request by a shareholder, because issuers must comply with the additional step of providing both mailing and electronic addresses, if available,? Or should we decrease this time period, given advances in technology and proxy processes? (f) Proposed Amendments to Implement Conforming Changes (Exchange Act Rules 14a–1, 14a–3, 14a– 101, 14c–1, 14c–2, 14c–3, 14c–4, and 14c–101) The amendments we are proposing to incorporate the requirements associated with permitted e-delivery methods and the requirements for website availability of information under Reg E-Delivery into the delivery framework for proxy materials would necessitate conforming changes to certain other rules in Regulations 14A and 14C. To that end, we are proposing to:

• Move ‘‘address,’’ as a defined term,
  from current rule 14a–3(e)(1)(iv) to proposed amended rules 14a–1 and 14c–1 so that term would apply more broadly to Regulations 14A and 14C; 380
• Due to the broader application of
  ‘‘address,’’ which is currently defined to include electronic mail addresses 381 and would be defined to include electronic addresses, as that term is defined in Reg E-Delivery,382 revise certain other rules in Regulations 14A and 14C to clarify the ‘‘address’’ referred to in those rules is a ‘‘mailing’’ address; 383
• Revise ‘‘mailing address’’ to be
  ‘‘address’’ in certain rules to permit the issuer to include an electronic address (in lieu of or in addition to a mailing address) to receive a shareholder’s request for separate proxy materials where proxy materials are subject to householding and being delivered to a shared address; 384
• Add defined terms to rule 14a–1 to
  expressly incorporate certain Reg E￾Delivery requirements into proposed rules 14a–16, 14b–1, and 14b–2; 385
• Revise the references to ‘‘Notice of
  internet Availability of Proxy Materials’’ throughout to refer to ‘‘statement of availability of proxy materials,’’ where appropriate, to reflect the statement of availability method of e-delivery under Reg E-Delivery and proposed amended rule 14a–16; 386
• Remove provisions in current rule
  14a–3(a)(3) related to the business combination exclusion in current rule 14a–16(m), which we are proposing to remove because such exclusion is no longer warranted in light of experience with the notice and access delivery model and increased use of electronic communication technologies; 387
• Replace the legibility requirement
  for proxy statements, annual reports, and information statements delivered through an electronic medium in the

388See 17 CFR 240.14a–3(b)(2)(ii); 17 CFR 240.14a–5(d)(2); 17 CFR 240.14c–4(d). 389See proposed Reg E-Delivery § 303.102(c)(2) (providing that direct e-delivery of covered information must be presented in a ‘‘widely available format that is convenient for reading in electronic format, being printed on paper, and permanently retaining in an electronic format’’); proposed rules 14a–3(b)(2)(ii), 14a–5(d)(2), and 14c–4(d). We are similarly proposing this conforming change to current rule 14a–5. See proposed rule 14a–5(d)(2). 390See proposed rule 14a–3(e)(1)(i)(E). 391See proposed rule 14a–3(e)(2) 392See proposed rule 14a–3(e)(1)(iv). 393See proposed rule 14a–101 (Item 1(d)). The disclosure required by Item 1(d) of Schedule 14A will be required in Schedule 14C pursuant to Item 1 of Schedule 14C, which states that a Schedule 14C must include the information called for by all of the items of Schedule 14A, with limited exceptions, to the extent each item would be applicable to any matter to be acted upon at a shareholder meeting if proxies were to be solicited in connection with the meeting. 394See, e.g., 17 CFR 230.253(d)(2); 17 CFR 230.420(b); 17 CFR 230.481(f); 17 CFR 230.605(c)(2); 17 CFR 240.12b–12; 17 CFR 240.14a– 5(d)(2); 17 CFR 240.14c–4. 395See 17 CFR 240.13e–4(e); 17 CFR 240.14d–4. 396We have not proposed changes to the corresponding rule applicable to issuer tender offers (17 CFR 240.13e–4(e)), because we believe the language of that rule is broad enough to encompass electronic delivery of tender offer materials. In addition, we believe that a bidder who is also the issuer has access to stockholder lists and other information about its shareholders to facilitate electronic delivery without additional rule changes. 397See proposed rule 14d–5(a)(4)(ii); proposed rule 14d–5(b); proposed rules 14d–5(b)(2) and (4) through (6); proposed rule 14d–5(f)(3)(iii); proposed rule 14d–5(f)(4)(v). By contrast, rule 13e–4 already contemplates dissemination by mailing ‘‘or otherwise furnishing’’ issuer tender offer materials. 17 CFR 240.13e–4(e)(1)(ii)(A). 398See proposed rule 14d–5(a)(4)(ii); proposed rule 14d–5(b)(7); proposed rule 14d–5(g). 399See proposed note to rule 14d–5. 400See 17 CFR.14d–5 (requiring the issuer to coordinate dissemination of tender offer materials by providing a stockholder list with contact information for record holders, or by disseminating such materials on behalf of the third-party bidder). 401See proposed rule 14d–5(c)(1) and (2). current rules 388 with the e-delivery format requirements in Reg E-Delivery to make format requirements for electronically delivered documents more consistent; 389

• Add requirements with respect to
  the delivery of proxy materials in the householding provisions in proposed amended rule 14a–3(e)(1) to account for e-delivery of a statement of availability, including the requirement that any control/identification number needed to access the form of proxy be included for each shareholder at the shared address to which the statement of availability of proxy materials is householded; 390
• Revise the exception from delivery
  obligations under current rule 14a– 3(e)(2) to apply only to paper delivery to a physical mailing address as the exception would appear inapplicable to electronic delivery; 391
• Move the current requirement 392 to
  include a unit number for multi-unit buildings to the note to proposed amended rule 14a–3(e)(1)(ii)(B)(4) so the requirement remains in rule 14a–3(e)(1) after ‘‘address’’ becomes a defined term in proposed amended 14a–1; and
• Add an item to rule 14a–101
  requiring disclosure of the website address where proxy materials are available.393 We request comment on the proposed amendments to implement conforming changes to rules 14a–1, 14a–3, 14a–101, 14c–1, 14c–2, 14c–3, 14c–4, and 14c– 101:

150. The definition of ‘‘address’’ in
     current rule 14a–3(e)(iv), which we are proposing to move to rules 14a–1 and 14c–1, includes ‘‘facsimile telephone number.’’ Should this reference to fax numbers be retained or is this technology outdated such that it is no longer helpful to include it as a specific example?
151. Current rule 14a–3(a)(3)(ii)
     provides for circumstances where state law would prevent a proxy statement from being furnished in accordance with rule 14a–16. Because we are unaware of circumstances in which state law would prevent a proxy statement from being furnished in accordance with proposed amended rule 14a–16, we are proposing to delete this provision. Are there circumstances where state law would prevent a proxy statement from being furnished in accordance with proposed amended rule 14a–16 such that we should retain this provision? If so, please detail those circumstances.
152. Current rule 14a–3(e)(2) provides
     an exception to an issuer’s requirement to deliver proxy materials if certain deliveries to a shareholder’s address have been returned as undeliverable. We are proposing to amend this provision to limit the exception to deliveries to a shareholder’s mailing address. Should this exception also apply to deliveries to a shareholder’s electronic address? Alternatively, should this exception be eliminated entirely?
153. Current rule 14a–3(e) allows the
     practice of ‘‘householding,’’ whereby a soliciting person can send one copy of proxy materials to multiple shareholders that share an address. Is it beneficial to continue allowing householding for electronic mail addresses as the current rules appear to contemplate? Do circumstances exist where householding for shared email or other electronic addresses occurs? Is allowing householding for electronic addresses impractical or harmful such that householding should be allowed for only physical mailing addresses?
154. Should references to ‘‘a format
     readily communicated to investors’’ be changed in all rules under the Securities Act and the Exchange Act 394 to conform with the ‘‘widely available format that is convenient for reading in electronic format, being printed on paper, and permanently retaining in an electronic format’’ standard used in Reg E-Delivery and our proposed changes to Regulations 14A and 14C? (g) Proposed Amendments to Exchange Act Rule 14d–5 Current tender offer rules provide some flexibility in the manner in which tender offer materials are disseminated for both issuer and third-party tender offers.395 While these rules expressly provide that bidders may use reasonably prompt methods of distribution other than mailing, we are proposing amendments to rule 14d–5 to clarify that electronic delivery of tender offer materials is an acceptable method of dissemination and to further facilitate electronic delivery of tender offer materials.396 Specifically, we are proposing to amend:

• Certain language throughout rule
  14d–5 to clarify that the permitted means for disseminating tender offer materials are not limited to mailing or other types of delivery in paper format, by substituting more general terms when describing the means of dissemination; 397
• Certain provisions in rule 14d–5 to
  clarify the requirements that are only applicable for the mailing of tender offer materials in paper format; 398 and
• The note to rule 14d–5 to confirm
  that electronic delivery in accordance with section 303.102 of Reg E-Delivery is a reasonably prompt method of dissemination that may be used instead of mailing.399 As discussed above, tender offer materials of third-party bidders can be delivered electronically to the same extent as an issuer’s tender offer materials. Existing tender offer rules require an issuer to facilitate the dissemination of a third-party bidder’s tender offer materials because the issuer has access to contact information for its shareholders not available to third parties.400 This system will continue if Reg E-Delivery is adopted as proposed, but with some proposed changes specifically to facilitate electronic delivery. To that end, we are proposing to revise certain references to ‘‘addresses’’ in current rule 14d–5 to refer to ‘‘all addresses’’ 401 and add a

402See proposed note to rule 14d–5(c) (providing that the term ‘‘address’’ as used in rule 14d–5(c) means any mailing address, which would include a street address, a post office box, or other similar destination to which paper documents are delivered, facsimile telephone number, or electronic address, as defined in § 303.101 of Reg E-Delivery). 403See proposed note to rule 14d–5(c) (providing that if the subject company cannot provide all of the stockholder list information specified in paragraph (c)(1), the subject company shall send the bidder’s tender offer materials in accordance with paragraph (b)). We are proposing a substantially similar provision for proxy materials. See proposed note to paragraph (b)(2) of rule 14a–7. 404 17 CFR 240.14d–4(a)(2). 405Current rule 14d–4(d) specifies the types of newspaper or newspapers that may be used in order to adequately disseminate the summary advertisement, as required by rule 14d–4(a)(2). See 17 CFR 240.14d–4(d). 406See supra section II.B.1 407See 17 CFR 240.14a–3;17 CFR 240.14d–4. 408The discussion in this section relates to third￾party covered entities delivering covered information to covered recipients on their own behalf and not intermediaries delivering the third party’s covered information to covered recipients that are the intermediary’s customers. 409See supra section II.D.2 410See 17 CFR 2401.14a–7; 17 CFR 240.14d–5. 411See 17 CFR 240.14a–7(a)(2); 17 CFR 240.14d– 5(a)(3); 17 CFR 240.14d–5(b); 17 CFR 240.14d–5(c). 412See 17 CFR 240.14a–7(a)(2)(ii)(A) through (B); 17 CFR 240.14d–5(c)(1). 413See supra section II.F.2.e. 414See supra section II.F.2.f. 415See proposed note to paragraph (b)(2) of rule 14a–7; proposed note to paragraph (c) of rule 14d– 5. note to current rule 14d–5(c) to provide that for purposes of paragraph (c), the term ‘‘address’’ means any mailing address or electronic address. As a result, any stockholder list or security position listing that an issuer provides to a third-party bidder under rule 14d– 5(c) must include all addresses, which would include both mailing and electronic addresses, if available.402 Where the issuer cannot provide all of the requisite stockholder list information, the proposed note to current rule 14d–5(c) would require issuers to distribute the third-party bidder’s tender offer materials instead of providing the stockholder list.403 We request comment on the following matters:
155. Are the proposed rule changes
appropriate to address any changes to the methods of disseminating tender offer materials if Reg E-Delivery is adopted as proposed?
156. Are these rule changes needed?
Are there additional changes that are necessary or appropriate to facilitate the electronic delivery of tender offer materials?
157. Current rule 14d–4(a)(2) 404
permits the dissemination of cash tender offers by publication of a summary advertisement in a newspaper or newspapers, where the bidder furnishes the tender offer materials in a reasonably prompt manner to any security holder who requests them.405 Given changes in the way security holders access news and other information and that these summary advertisements are not always accessible online (including in a newspaper’s digital version), should we amend current rule 14d–4(a)(2) to expand or modify the manner in which tender offer materials may be disseminated pursuant to rule 14d– 4(a)(2)? For example, would permitting dissemination by means of a widely￾distributed press release instead of a summary advertisement (in addition to furnishing the tender offer materials promptly upon request) be necessary or appropriate to facilitate electronic delivery of tender offer materials? (h) Electronic Delivery of Covered Information by Third-Party Covered Entities As discussed above, the proposed definition of a ‘‘covered entity’’ would include third parties that are required to deliver covered information to covered recipients who are not their own shareholders, such as bidders in third￾party tender offers and dissidents in contested proxy solicitations.406 Third￾party covered entities’ obligation to deliver covered information to covered recipients generally arises in connection with a specific one-time transaction involving the issuer (e.g., a tender offer or contested election of directors).407 As a result, we do not expect that third￾party covered entities would seek to implement default electronic delivery systems for the delivery of covered information relating to such transactions.408 Following adoption of Reg E-Delivery and proposed amended Regulations 14A and 14C and rule 14d– 5, we expect these third parties would be able to deliver covered information electronically to the same extent the issuer itself could do so in connection with a transaction. That is, if a covered recipient has provided the issuer with affirmative consent to electronic delivery or the covered recipient has been defaulted into e-delivery by the issuer in accordance with Reg E￾Delivery, the third party would be able to deliver (or have the issuer deliver on its behalf) its covered information to the covered recipient electronically, unless the covered recipient has opted to receive paper for the type of covered information that the third-party covered entity is required to deliver.409 The existing proxy and tender offer rules facilitate third parties’ ability to use electronic delivery to the same extent the issuer itself is able do so by requiring coordination between issuers and third parties for the delivery of tender offer or proxy materials to the issuers’ shareholders.410 As a general matter, issuers that are the subject of third-party tender offers or proxy solicitations can elect whether to send the third party’s tender offer or proxy materials to their shareholders
or provide the third party with a shareholder list that allows the third party to send its materials to the issuer’s shareholders.411 If the issuer sends its own materials to a shareholder by electronic delivery because the shareholder has provided the issuer with affirmative consent or the shareholder has been defaulted into e￾delivery by the issuer in accordance with Reg E-Delivery, we would expect the issuer to send the third party’s materials to the shareholder electronically. If the issuer elects to provide the third party with its shareholder list so that the third party can deliver its materials itself, the shareholder list must include, among other things, the names and addresses of the record holders and beneficial owners in the issuer’s possession.412 As discussed above,413 we are proposing to incorporate the definition of ‘‘electronic address’’ under Reg E-Delivery into the definition of ‘‘address’’ in current rule 14a–3 and relocate this amended definition to proposed rule 14a–1 so that term would apply more broadly to Regulation 14A. As a result, a shareholder list provided under proposed amended rule 14a–7 would include electronic addresses of the record holders, if available. If the issuer cannot or will not provide electronic addresses on the shareholders list due to, for example, the terms of any agreement between the issuer and shareholder regarding electronic delivery or shareholder privacy concerns, we would expect the issuer to send the third party’s materials to its shareholders. As discussed above,414 we are proposing to add a clarifying note to current rule 14a–7(b)(2) and current rule 14d–5(c) to confirm that the issuer cannot elect to provide the third party with a shareholder list if the issuer cannot or will not provide all the information required to be included on the shareholder list.415 We request comment on the electronic delivery of covered information by third-party covered entities:
158. When the issuer delivers proxy
or tender offer materials on behalf of third parties in accordance with current

416 17 CFR 240.14a–7(a)(2)(i).
417 17 CFR 240.14d–5(b).
418See proposed Reg E-Delivery § 303.104(c)(1)(i)(A) (requiring in the initial transition notice a brief description of each type of covered information that will be delivered electronically which must identify which covered information may be delivered by someone other than the covered entity providing the transition notice). 419See proposed Reg E-Delivery § 303.102(c)(1)(i) (requiring in a statement of availability a prominent statement identifying the covered entity, which would be the third-party covered entity in the circumstances discussed in this section); proposed § 102(c)(2) (requiring the same for direct delivery of covered information). 420See 17 CFR 240.13e–3(f)(1)(i). rule 14a–7(a)(2)(i) 416 or current rule 14d–5(b),417 respectively, the existing proxy and tender offer rules do not expressly require issuers to use electronic delivery to the same extent the issuer itself is able to when delivering its own materials. Are third parties currently able to electronically deliver proxy and tender offer materials to shareholders to the same extent the issuer itself can? Why or why not? Should we amend our rules to expressly require issuers delivering proxy or tender offer materials on behalf of third parties to use electronic delivery to the same extent the issuer itself is able to when delivering its own materials? Why or why not?
159. Are there meaningful concerns
about shareholders’ willingness to receive or access electronically delivered covered information from third parties versus from issuers? For example, if shareholders received covered information from third parties, would they hesitate to access such information due to security or other concerns?
160. Are additional rule changes
necessary to accommodate or facilitate electronic delivery of covered information by third parties? For example, should we amend the proxy and tender offer rules to eliminate the ability of issuers to elect to provide a shareholder list to third parties and to specifically require issuers to disseminate third parties’ materials on behalf of third parties?
161. Do the proposed disclosure
requirements in Reg E-Delivery 418 sufficiently alert shareholders about the possibility of receiving covered information, such as proxy and tender offer materials, electronically from third parties? If not, would additional disclosure or other requirements be helpful?
162. Do the proposed disclosure
requirements in Reg E-Delivery 419 sufficiently alert shareholders when covered information is being delivered by (or on behalf of) a third party? If not, would additional disclosure or other requirements be helpful?
163. Where an issuer delivers covered
information through electronic means other than an email or text message, such as a web portal or mobile application, do our proposed rules adequately permit a third party to electronically deliver its covered information in the same manner?
164. For going private transactions
that are not subject to either the proxy or tender offer rules, would affiliates be able to access required contact information for electronic delivery under current rules,420 by virtue of their affiliation with the issuer? Or are additional rule amendments needed to facilitate the exchange of that information? (i) Supplementing Electronic Delivery of Proxy Materials or Tender Offer Materials With Delivery in Paper Format When delivering proxy materials or tender offer materials currently, we would expect issuers and third parties to generally use the form of delivery preferred by the shareholders to the extent shareholders have indicated a preference. For example, if the issuer has obtained affirmative consent to electronic delivery of proxy materials or tender offer materials from a record holder, we would expect the issuer to generally deliver the proxy materials or tender offer materials to the record holder electronically. We recognize there are circumstances, however, where an issuer or third party may prefer to deliver such materials in paper format even if the shareholders have indicated a preference to receive or access such materials electronically. For example, where an issuer or third party is soliciting or seeking a response from shareholders within a specific time frame, such as soliciting proxy authority from shareholders to vote their shares at an upcoming shareholder meeting or asking shareholders to tender their shares during an offer period, the issuer or third party may determine that delivering the proxy materials or tender offer materials in paper format would better serve this purpose. While the proposed rules are designed to allow shareholders to receive proxy materials and tender offer materials in the format they prefer, nothing in the proposed rules would prevent an issuer or third party from supplementing the electronic delivery of proxy materials or tender offer materials with delivery of those materials in paper format. We request comment on the ability of soliciting persons to also deliver proxy materials and tender offer materials in paper format following electronic delivery of such materials in accordance with proposed Reg E-Delivery and proposed amendments to Regulations 14A and 14C and rule 14d–5:
165. Based on staff conversations with
proxy service providers, we understand that notice and access is generally not used by soliciting persons in proxy contests because of lower response rates and expect that soliciting persons may wish to maintain the option to not use e-delivery in these and other circumstances. Should a soliciting person be able to deliver proxy materials in paper format, as described in the release, to shareholders who have consented to e-delivery or are defaulted into e-delivery under Reg E-Delivery? If so, under what circumstances? Should we impose additional requirements or restrictions for soliciting persons that elect to also deliver proxy materials in paper format following e-delivery of the proxy materials in accordance with Reg E-Delivery and proposed amended rule 14a–16? Should soliciting persons be able to deliver proxy materials in paper format without regard to a shareholder’s prior consent to e-delivery or a shareholder having been defaulted into e-delivery under Reg E-Delivery? G. Existing Commission Guidance We anticipate that Reg E-Delivery, if adopted, would supersede the 1995 Guidance and 1996 Guidance in their entirety, with certain principles from these releases reaffirmed in any release adopting Reg E-Delivery. We anticipate that we would retain the majority of the 2000 Guidance, and only certain sections and examples would be superseded by Reg E-Delivery. We describe in more detail and request comment below. Much of the 1995 Guidance and 1996 Guidance provides a framework for analyzing whether an electronic communication is delivered or transmitted for purposes of the Federal securities laws that is different in some respects from the framework in proposed Reg E-Delivery. The 1995 Guidance and 1996 Guidance are generally based on a three-part analysis—of whether the e-delivery satisfies requirements for notice, access, and evidence to show delivery. For instance, these releases identify the following examples of procedures evidencing satisfaction of the delivery requirements, among others: (1) obtaining informed consent from an investor to receive information through electronic media; and (2) obtaining evidence that an investor actually received information through electronic

421Section II.H infra addresses scenarios relating to the transition from the E-Delivery Guidance to Reg E-Delivery, making clear that to the extent covered entities have obtained affirmative consent to e-delivery from certain covered recipients in the past in reliance on past guidance, these covered entities may continue e-delivery under Reg E￾Delivery for these covered recipients, and no particular transition process is necessary. (Covered entities that elect to rely on Reg E-Delivery and that already have obtained affirmative consent would, nevertheless, be subject to the provisions of Reg E￾Delivery addressing general disclosure, delivery methods, right to free paper copies, and website availability). Section II.I also discusses the hypothetical scenario of covered recipients who have provided affirmative consent in the past and then revoke affirmative consent following the adoption of Reg E-Delivery. See also supra sections II.A and II.B.2, discussing scenarios under which covered entities may choose to continue obtaining consent to e-delivery under Reg E-Delivery from new covered recipients in the future. 422See proposed Reg E-Delivery §§ 303.102(b) through (h), and 303.103. 423This includes the following sections and examples of the 1995 Guidance: Section II.B;
section II.C; Examples 1, 2, 3, 4, 5, 6, 7, 8, 10, 11,
12, 23, 24, 25, 26, 28, 29, 31, 32, 33, 37, 42, 43, 45, 46, and 47 in section II.D. This also includes the following sections and examples of the 1996 Guidance: section II.A.1; section II.A.2; section II.A.3; section II.B.2; Examples 1, 2, 3, and 5 in
section IV.
424To the extent a covered entity chooses to obtain consent from covered recipients to use e￾delivery under Reg E-Delivery, this would be addressed in the required disclosure requirement under the rule described above in section II.B.2, which addresses an opt-in approach. 425Specifically, Reg E-Delivery would supersede the following sections and examples of the 2000 Guidance: section II.A.1 (‘‘Electronic Delivery— Telephonic Consent’’); section II.A.2 (‘‘Electronic Delivery—Global Consent’’); section II.A.3 (‘‘Electronic Delivery—Use of Portable Document Format’’); certain examples in section II.E (‘‘Examples’’)—Examples 1, 2, 3, 4, and 5; and
section II.D. Section II.D in the 2000 Guidance is
framed as a request for comment, and some concepts in section II.D are inconsistent with the proposed Reg E-Delivery approach. This section is also unnecessary to retain because of these inconsistencies with proposed Reg E-Delivery, and because the period for seeking public input has passed. However, this release requests comment on certain of the topics addressed in section II.D (e.g.,
section II.D.1 (‘‘Access Equals Delivery,’’ see supra
section II.A) and section II.D.4 (‘‘Electronic-Only
Offerings,’’ see supra section II.B.7, particularly, requests for comment on firms with an all￾electronic business model)). 426See supra footnote 423. 427See supra section II.A; see also supra section II.F.1 (discussing proposed rescission of rule 30e– 3 under the Investment Company Act). 428The proposed timing approach provided in Reg E-Delivery, whereby the e-delivery must be delivered no later than the date by which covered information is required to be delivered under the Federal securities laws (and must either be a direct delivery of covered information, or a statement of availability that includes a website address where covered information is available), does not entail these same concerns because e-delivery would not occur in advance of when covered information is actually available. See supra section II.B.6. media. The 2000 Guidance similarly includes some discussion and examples that involve applications of the concepts of notice, access, and evidence to show delivery. Reg E-Delivery embodies similar general principles of notification and disclosure, but subject to more specific requirements. The main difference is the proposed move from the interpretive framework for evidence to show delivery, to a rules-based framework providing for a default e-delivery approach. Specifically, Reg E-Delivery sets forth conditions for covered entities to deliver covered information to covered recipients electronically without first obtaining covered recipients’ affirmative consent.421 Reg E￾Delivery further establishes specific conditions under which the Commission would consider delivery requirements under the Federal securities laws to have been satisfied by electronic delivery. These conditions reflect our understanding of common e￾delivery practices. They also are designed to assist covered recipients in accessing covered information in the format that they prefer, impose specific limits on access to PFI, and provide relevant information about their option to opt out of e-delivery, receive paper copies of covered information upon request, and update one’s electronic address (all free of charge), particularly in view of the default e-delivery approach that would be permitted under the proposed rule.422 Therefore, the discussion and examples in the E-Delivery Guidance that are based on a framework of notice, access, and evidence to show delivery (including the principle that informed consent may provide evidence of delivery) reflect an approach to e￾delivery that is distinct in various specific respects from the approach in Reg E-Delivery. The majority of the discussion in the 1995 Guidance and 1996 Guidance involves applications of these concepts.423 We therefore anticipate that Reg E-Delivery, if adopted, would supersede these releases in their entirety, with certain principles from these releases reaffirmed in any release adopting Reg E-Delivery as discussed below.424 The 2000 Guidance is not as heavily focused on these concepts. Therefore, we
anticipate that we would retain the majority of the 2000 Guidance (and only certain sections and examples would be superseded by Reg E-Delivery).425 Any retained 2000 Guidance would need to be read and interpreted alongside any later modifying rules or guidance. In addition, we are concerned that certain principles in the E-Delivery Guidance, as discussed in this paragraph, may not result in actual or meaningful delivery of covered information. We have these concerns about consent-based approaches such as those discussed in Examples 42, 43, 45, or 46 in the 1995 Guidance.426 These examples rely on approaches where an individual gives consent to be informed via a paper-based notice that updated versions of prospectuses or other information are available online. Where an individual has not provided an electronic address, delivery of paper mail that includes a URL, QR code, or that otherwise informs the individual that information is available online may not result in actual or meaningful delivery of covered information.427 Moreover, Example 46 discusses the provision of a notice of availability of a semi-annual fund shareholder report significantly before the report is made available online (e.g., a fiscal quarter before the information is made available). A notice that is provided multiple months before information is made available online may not result in actual or meaningful delivery of covered information, because a recipient could have misplaced the notice or forgotten about the notice prior to the time the information is made available online.428 For these reasons, none of the approaches discussed in Examples 42, 43, 45, or 46 in the 1995 Guidance would provide assurance comparable to paper delivery that the required information will be delivered in a way that is meaningful to the recipient’s ability to access the information online. We anticipate that, if Reg E-Delivery were adopted, certain principles in the 1995 Guidance and 1996 Guidance that are not based on a framework of the concepts of notice, access, and evidence to show delivery would continue to remain relevant and would be reaffirmed. This would likely include the following principles:
(1) Investors who must receive notice of an update to a preliminary prospectus that is posted online: If a company places a preliminary prospectus on a website and then materially amends the registration statement (also updating the preliminary prospectus on the website) and determines that recirculation of the updated prospectus is required prior to effectiveness, the company must send notice of the update only to those investors who are expected to purchase securities in the offering (or take other measures to deliver the information to those investors). (Reaffirmation of the principles in 1995 Guidance, Example 9) (2) ‘‘Envelope theory’’ of covered information provided through electronic media: Where different pieces of

429See rule 160 under the Securities Act. Rule 160 exempts from the consumer consent requirements of the E-SIGN Act prospectuses of registered investment companies that are used for the sole purpose of permitting supplemental sales literature to be provided to prospective investors. In adopting this rule, the Commission stated that, consistent with the E-Delivery Guidance, the rule permits a registered investment company to provide its prospectus and supplemental sales literature on its website or by other electronic means without first obtaining investor consent to the electronic format of the prospectus. See Exemption From
section 101(c)(1) of the Electronic Signatures in
Global and National Commerce Act for Registered Investment Companies, Securities Act Release No. 7877 (July 27, 2000) [65 FR 47281 (Aug. 2, 2000)]. 430See Form N–1A, General Instruction C.2 and Item 1(b)(1). 431See, e.g., Advisers Act §§ 205(a)(2) and 206(3); 17 CFR 275.206(3)–2(a)(1). 432Similarly, if Reg E-Delivery were adopted, the Commission anticipates that it would not reaffirm certain aspects of the 1995 Guidance or the 1996 Guidance that seem to be truisms. This includes the following examples in the 1995 Guidance:
Examples 17, 18, 19, 21, 22, 27, 41, and 44 in
section II.D. This also includes the discussion of the
permissibility of using various electronic media to disseminate advertisements for an investment adviser’s services or other information that is not subject to a delivery requirement, in the second paragraph of section II.D of the 1996 Guidance. 433See rule 304(a) of Regulation S–T (providing that if a filer includes graphic, image, audio or video material in a document delivered to investors and others that is not reproduced in an electronic filing, the electronically filed version of that document must include a fair and accurate narrative description, tabular representation or transcript of the omitted material). covered information are delivered together electronically (e.g., both are included as attachments to the same email and neither is comparatively more burdensome to access), they should be considered delivered together as if they were in the same paper envelope. An example includes an email with a fund’s final prospectus and supplemental sales literature included as separate pdf attachments: the fund may send supplemental sales literature in this fashion.429 Similarly, where one electronically provided document includes a hyperlink to another electronic document, the hyperlinked document is generally considered delivered together with the first document as if they were in the same paper envelope. An example is a company’s sales literature delivered through e-delivery that includes a hyperlink to the website address where the company’s final prospectus is available online. Moreover, documents in close proximity on a website are generally considered delivered together as if they were in the same paper envelope. An example is a company that places its final prospectus and supplemental sales literature on its website. Both the sales literature and the prospectus are clearly identified and can be accessed on the same screen. In this example, the prospectus would accompany the sales literature. However, in order for a prospectus to be considered delivered along with the sales literature, the prospectus cannot be significantly more burdensome to access (e.g., no additional software is necessary to read the prospectus, although the documents may be in different formats). (Reaffirmation of the principles in 1995 Guidance, Examples 14, 15, 34, 35, 38, 39, 40; 1996 Guidance, Example 4. See also 2000 Guidance, Section II.A.4 (‘‘Clarification of the ‘Envelope Theory’ ’’)) (3) Evidence of accessing covered information online: Where a company has evidence that an individual has accessed covered information online (e.g., through downloading, or by entering user credentials), delivery requirements for that covered information are satisfied. (Reaffirmation of the principles in 1995 Guidance, Examples 36, 48 and 49 (extending principles focused on prospectus delivery to the delivery of any covered information)) (4) Implications of delivering a Statement of Additional Information (‘‘SAI’’) in paper, where prospectus is delivered via e-delivery: Where a
fund places its prospectus on a website and does not also include the SAI on the website (but instead provides a paper copy of the SAI free of charge to any person who requests it), paper delivery of the SAI does not prevent a fund from satisfying its prospectus delivery requirements electronically.430 (Reaffirmation of the principles in 1995 Guidance, Example 52) (5) Differences in format and content between paper and electronic versions of a prospectus: Where an electronic version of a fund prospectus has the same text as the paper version, but the text appears in a different format (e.g., certain text is included as a block in the margin of a page of the paper version, but that formatting is modified in the electronic version to enhance online readability), the fund need 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. This principle extends to differences in different electronic versions of a prospectus (e.g., a mobile￾optimized prospectus versus a prospectus that one reads on a personal computer). However, where content differs between the paper and electronic version, both versions should be filed with the Commission as part of the company’s registration statement, or separately pursuant to rule 497. (Reaffirmation of the principles in 1996 Guidance, Example 6 (extended also to discuss differences in different electronic versions of a prospectus), Example 7) (6) Communications from Broker￾Dealers’ Customers and Investment Advisers’ Clients—In addition to requirements to deliver information, the Exchange Act and the Advisers Act provide for broker-dealers and investment advisers to ‘‘receive’’ or ‘‘obtain’’ responses from their customers or clients. For example, Exchange Act rules 8c-1 and 15c2–1 require, under certain circumstances, broker-dealers to obtain a customer’s written consent in order to hypothecate securities. Similarly, under the Advisers Act, certain provisions call for clients to consent to a transaction or acknowledge receipt of certain disclosures.431 The Commission generally views an electronic communication from a customer to a broker-dealer or from a client to an investment adviser as satisfying the requirements for such written consent or acknowledgement. (Reaffirmation of the principles in 1996 Guidance, Section II.C, regarding communications from customers and clients) There are certain aspects of the 1995 Guidance that we would not reaffirm, if Reg E-Delivery were adopted, because they have been rendered moot or unnecessary by subsequent Commission rules.432 These include:
(1) Filing additional materials included as part of prospectus using electronic media: Example 13 in the 1995 Guidance provides that, when a company delivers a prospectus through electronic media and additional materials are included in the delivery as
part of the prospectus (e.g., a movie
illustrating the company’s operations), the company would need to file these materials with the Commission as an
appendix to the prospectus just as it
would have to supplementally provide these materials to the Commission in sales material. This example is now addressed in rule 304(a) of Regulation S–T, and therefore need not additionally be reaffirmed in this release.433 (2) Preliminary prospectus online linking to a research report. Example 16 in the 1995 Guidance provides that, where a company places a preliminary prospectus online and provides direct access via hyperlink to a broker’s research report on the company, the direct and quick access to the research report would be similar to the company

434See Securities Offering Reform Adopting Release, supra footnote 13. 435Subsequent to the 1995 Guidance, Regulation D was amended to permit general solicitation in connection with offerings conducted under Rule 506(c). See Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings, Securities Act Release No. 9415 (July 10, 2013) [78 FR 44771 (July 24, 2013)]. Accordingly, this example remains applicable only for offerings conducted under Rule 506(b) of Regulation D. 436See, e.g., Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets, Securities Act Release No. 10884 (Nov. 2, 2020) [86 FR 3496 (Jan. 14, 2021)] (‘‘The Commission has stated that other uses of publicly available media, such as unrestricted websites, also constitute general solicitation and general advertising.’’); Concept Release on Harmonization of Securities Offering Exemptions, Securities Act Release No. 10649 (June 18, 2019) [84 FR 30460 (June 26, 2019)]; see also 2000 Guidance, supra footnote 3, at section II.C.2 (‘‘Online Private Offerings under Regulation D’’). including the paper version of the research report in the same envelope that it is using to mail the paper version of the preliminary prospectus to potential investors. This example is now outdated in light of the Commission’s Securities Offering Reform amendments adopted in 2005 (specifically, amendments to rules 137, 138, and 139 under the Securities Act, expanding the circumstances in which offering participants and persons who are not offering participants will have safe harbor exemptions for dissemination of research reports during a registered offering).434 Therefore, this example need not additionally be reaffirmed in this release. (3) Offering materials online in the context of Regulation D offerings:
Example 20 in the 1995 Guidance provides that, where a company is selling its common stock in a private placement pursuant to Securities Act rule 506 of Regulation D, and the company places its offering materials on its website, the placing of the offering materials online would not be consistent with the prohibition against general solicitation or advertising in rule 502(c) of Regulation D.435 It is unnecessary to reaffirm topics addressing the extent to which the use of internet websites entails general solicitation, as this has been addressed in numerous Commission releases following the publication of the 1995 Guidance.436 (4) Timing for maintaining fund prospectuses and annual and semi￾annual reports online: Example 50 in the 1995 Guidance addresses these timing points, which are now addressed by the principles in proposed Reg E￾Delivery, rules 498 and 498A under the Securities Act, and rule 30e-1 under the Investment Company Act. (5) Hyperlinks and sequencing requirements in a Form N–1A prospectus: Example 51 in the 1995 Guidance discusses these requirements, where a prospectus is transmitted electronically. These requirements are now addressed in Form N–1A and rule 498 under the Securities Act. We request comment on the following:
166. If Reg E-Delivery were adopted,
is it appropriate that the rule would supersede the 1995 Guidance and 1996 Guidance in their entirety, with certain principles from these releases reaffirmed in any release adopting Reg E-Delivery? Would this be appropriate in light of the fact that much of the 1995 Guidance and 1996 Guidance are based on a framework of notice, access, and evidence to show delivery, and therefore reflect an approach to e￾delivery that is distinct from the approach in proposed Reg E-Delivery? Alternatively, should the Commission adopt only the provisions of proposed Reg E-Delivery that provide a framework and requirements for an opt-out default, not the general provisions relating to disclosure, electronic delivery methods, or website availability, and retain the general interpretive framework of the E￾Delivery Guidance as it applies to the use of affirmative consent or other evidence of delivery?
167. If Reg E-Delivery were adopted,
should we generally reaffirm the 2000 Guidance, except for those sections and examples of the 2000 Guidance that involve applications of the concepts of notice, access, and evidence to show delivery? Are there any additional sections that should be retained? For example, would it be helpful to retain
section II.A.2 (‘‘Global Consent’’), given
that covered entities could continue seeking affirmative consent from covered recipients even though they would not be required to do so under the proposed rule? Or would it be helpful to reaffirm the 2000 Guidance in its entirety? Alternatively, should Reg E￾Delivery, if adopted, supersede the 2000 Guidance in its entirety, with only certain principles reaffirmed in any release adopting Reg E-Delivery?
168. Do commenters agree that the
consent-based approaches discussed in Examples 42, 43, 45, or 46 in the 1995 Guidance may not result in actual or meaningful delivery of covered information? Why or why not? Do commenters agree that a notice that is provided multiple months before information is made available online would not result in actual or meaningful delivery of covered information?
169. Are there any other aspects of the
1995, 1996, or 2000 Guidance that describe e-delivery practices that may not result in actual or meaningful delivery of covered information?
170. If Reg E-Delivery were adopted,
should the Commission retain the E￾Delivery Guidance releases in their entirety, and permit covered entities to choose whether to comply with Reg E￾Delivery or alternatively to reference the earlier E-Delivery Guidance releases when effecting e-delivery to covered recipients? Would such an approach enhance choice or would it be confusing for covered entities and/or covered recipients? Would this be helpful to preserve flexibility for covered entities that develop a method of e-delivery that differs from Reg E-Delivery but results in the required information being delivered?
171. If Reg E-Delivery were adopted,
should we reaffirm certain principles from the 1995 Guidance and 1996 Guidance that do not involve applications of the concepts of notice, access, and evidence to show delivery? Would this reaffirmation assist practitioners and others who otherwise could be confused about what aspects of the 1995 Guidance and 1996 Guidance continue to apply? Would this reaffirmation be helpful in updating outdated technological concepts in the 1995 Guidance and 1996 Guidance? Alternatively or additionally, should we reaffirm any principles from the E￾Delivery Guidance that do involve applications of the concepts of notice, access, and evidence to show delivery? If so, what principles and why? For example, to the extent that covered entities anticipate continuing to obtain affirmative consent to use e-delivery, would restating any of these principles be helpful? Should any of the principles from the E-Delivery Guidance be incorporated in Reg E-Delivery? For example, should Reg E-Delivery address any of the principles in the above discussion of the ‘‘envelope theory’’ of covered information provided through electronic media, for instance to address the delivery of a fund’s prospectus along with supplemental sales literature?
172. Do commenters agree with the
inclusion and framing of the E-Delivery Guidance principles we would anticipate retaining, as discussed above? Should any of the included principles not be retained? Are there any additional principles from the 1995 Guidance and 1996 Guidance that should be retained? H. Compliance Period As discussed above, we anticipate that if Reg E-Delivery were adopted, it would generally supersede the existing

437See supra section II.G. 438See supra footnote 425 and accompanying text. 439We anticipate rescinding these releases on the date that the Commission would adopt Reg E￾Delivery, with the rescission effective two years following Reg E-Delivery’s effective date. 440See proposed Reg E-Delivery § 303.102(b); see supra section II.B.2. Covered entities that obtain a covered recipient’s affirmative consent to e-delivery after the effective date of Reg E-Delivery would, however, have to provide the disclosure of E￾Delivery required under § 303.102(b)(ii) before relying on Reg E-Delivery to use e-delivery to deliver covered information to that covered recipient. See also supra footnote 224. 441See supra sections II.B and II.C. 442See proposed Reg E-Delivery § 303.102(f); see supra section II.B.7. E-Delivery Guidance.437 Specifically, we anticipate that Reg E-Delivery would supersede the 1995 Guidance and 1996 Guidance in their entirety, with certain principles from these releases reaffirmed in any release adopting Reg E-Delivery.438 We anticipate that we would retain the majority of the 2000 Guidance (and only certain sections and examples would be superseded by Reg E-Delivery). We anticipate providing a two-year interim period running from the rule’s effective date (which we propose to be 60 days after publication of any final rule in the Federal Register) before rescinding the 1995 Guidance and 1996 Guidance (with certain principles reaffirmed in any release adopting Reg E-Delivery).439 Following this, covered entities that wish to be assured that they have satisfied applicable requirements to deliver covered information under the Federal securities laws through the use of e￾delivery would have to comply with the requirements of Reg E-Delivery. The two-year interim period would be designed to keep this guidance in place while covered entities are reviewing their practices for compliance with Reg E-Delivery, as well as while covered recipients receiving paper are (as applicable) being moved to default e￾delivery, as discussed above in section II.D. The two-year interim period would provide covered entities that are transitioning covered recipients receiving paper to default e-delivery with flexibility regarding when to provide the required initial notice. Also, this period would permit covered entities, if they choose, to take more than 180 days to begin e-delivery of covered information to covered recipients receiving paper (the transition time that the proposed rule specifies following the initial notice), before the rescission of the 1995 Guidance and 1996 Guidance would be effective. In addition, the two-year interim period would give covered entities time to adjust their current e￾delivery practices, for example, to develop the required e-delivery disclosures, conform their e-delivery statements of availability (or direct delivery of covered information) to reflect the content that Reg E-Delivery would require, and to ensure that they are prepared
to comply with Reg E￾Delivery’s other requirements. A two￾year interim period would provide time for covered entities to review their processes and systems in light of the requirements of Reg E-Delivery and make any necessary updates. We considered a tiered compliance period, with a longer compliance period for small entities. While reliance on Reg E-Delivery is voluntary, we anticipate that covered entities that choose to rely on the rule would review their current e-delivery processes for consistency with the rule’s requirements and update those processes as appropriate. Therefore, small entities may benefit from additional time to review and update processes. While covered entities would have some flexibility on when to start relying on proposed Reg E-Delivery, they effectively would be constrained by the period that the E￾Delivery Guidance is in place to the extent that they want to use an approach that either the E-Delivery Guidance or Reg E-Delivery provides. Because it would be confusing to rescind the E￾Delivery Guidance with respect to certain covered entities but not others, a tiered compliance period for small covered entities would not be workable in the context of proposed Reg E￾Delivery. Taking all of this into account, we are proposing a relatively long compliance period (two years) for all covered entities, not just small covered entities. After the publication of Reg E￾Delivery as it may be finalized, but before the effective date of any E￾Delivery Guidance rescission, a covered entity could rely either on the E￾Delivery Guidance or on Reg E-Delivery when using e-delivery to satisfy delivery requirements under the Federal securities laws. To promote regulatory consistency, however, any covered entity that would elect to rely on Reg E￾Delivery during this period would only be able to rely on Reg E-Delivery and the principles of the E-Delivery Guidance that the Commission would reaffirm, as discussed above. A covered entity would not, for example, be able to transition covered recipients receiving paper to default e-delivery under Reg E￾Delivery without complying with the other requirements of Reg E-Delivery that are not covered under the E￾Delivery Guidance (such as the content requirements for statements of availability, the provision of paper copies of covered information at no charge upon request, etc.). Further, a covered entity that received affirmative consent under the E-Delivery Guidance to deliver all covered information by or on behalf of the covered entity electronically to the covered recipient as of the effective date of Reg E-Delivery, if adopted, would not be required to provide disclosure to that covered recipient about the e-delivery of covered information.440 That covered recipient already is receiving regulatory communications at the electronic address provided. Nevertheless, that covered entity would be required to comply with all other provisions of Reg E-Delivery to be assured of the delivery safe harbor that
the rule would provide.441 In addition, a covered recipient who provided affirmative consent under the E-Delivery Guidance may revoke that affirmative consent on or after the effective date of Reg E￾Delivery. In that case, the covered recipient would opt out of e-delivery using the processes that the covered entity describes under the requirements in proposed Reg E-Delivery and would be treated like other covered recipients who request paper delivery under Reg E-Delivery.442 Similarly, we anticipate that following a two-year interim period running from the rule’s effective date, covered entities with delivery obligations under Regulations 14A, 14C, and 14D would have to comply with the applicable requirements of the proposed amended rules in Regulations 14A and 14C and proposed amended rule 14d–5, including the provisions of Reg E￾Delivery that are incorporated into such amended rules. The two-year interim period would allow covered entities to review their practices for compliance with these proposed amended rules and give covered entities time to adjust their current e-delivery practices for proxy materials to, for example, to develop the required e-delivery disclosures, conform their e-delivery statements of availability of proxy materials (or direct delivery of proxy materials) to reflect the content that the proposed amended rules would require, and to ensure that they are prepared to comply with other requirements in the proposed amended rules. A two-year interim period would provide time for covered entities to review their processes and systems in light of the requirements in the proposed amended rules in Regulations 14A and 14C and proposed amended rule 14d-5 (including the requirements of Reg E-Delivery incorporated into such rules) and make any necessary updates.

443See supra section II.A.
444See supra sections I.B and II.A and infra
section III.B.3.b.
445See supra section I.D for an overview of the requirements of proposed Reg-E-Delivery. 446See supra section II.A at text before and accompanying footnote 57; see also section II.F for a more detailed discussion of the proposal to rescind rule 30e–3, section II.G for a discussion of the anticipated superseding of much of the E￾Delivery Guidance by Reg E-Delivery (if adopted), and section I.B for a discussion of survey data on investor preferences. 447See supra section II.E. In addition, after the publication of Reg E-Delivery and the proposed amended rules in Regulations 14A and 14C as they may be finalized, but before the effective date of any E-Delivery Guidance rescission, when using e￾delivery to satisfy delivery requirements under Regulations 14A and 14C, a covered entity could rely either on the current rules in Regulations 14A and 14C and the E-Delivery Guidance or on the proposed amended rules in Regulations 14A and 14C (including the requirements of Reg E-Delivery incorporated into such rules) and the principles of the E-Delivery Guidance that the Commission would reaffirm. We request comment on the proposed interim period:
173. Would a two-year interim period
provide covered entities that seek to rely on Reg E-Delivery sufficient time to come into compliance with Reg E￾Delivery? Should the interim period be shorter or longer? Would a one-year or sixteen-month interim period be beneficial and feasible? Does the E￾Delivery Guidance need to remain in place while covered entities are transitioning to Reg E-Delivery? Please explain.
174. Would a two-year interim period
be sufficient to provide covered entities with delivery obligations under Regulations 14A, 14C, and 14D time to come into compliance with the proposed amended rules in Regulations 14A and 14C and proposed amended rule 14d–5 (including the requirements of Reg E-Delivery incorporated into such rules)? Should the interim period for compliance with these rules be shorter or longer? Please explain. Should the interim period for compliance with the proposed amended rules in Regulations 14A and 14C instead be tied to the timing of shareholder meetings such that compliance is required for any shareholder meeting held after a specific date (e.g., for any shareholder meeting held after July 31, 2028)?
175. Rather than the two-year
proposed compliance period, should we adopt tiered compliance periods for small and large covered entities? For example, should we provide two years for small covered entities to continue relying on the E-Delivery Guidance, before the effective date of its rescission, with some shorter period for large covered entities?
176. Should Reg E-Delivery explicitly
address any scenarios related to the transition from reliance on the E￾Delivery Guidance to reliance on Reg E￾Delivery? For example, should Reg E￾Delivery address scenarios where covered entities have obtained a covered recipient’s affirmative consent to e￾delivery obtained in reliance on the E￾Delivery Guidance Releases? Should Reg E-Delivery explicitly address what the Commission expects if that affirmative consent is revoked by a covered recipient after Reg E-Delivery’s effective date?
III. Economic Analysis
A. Introduction
Paper, printing, and mailing costs associated with the delivery of regulatory disclosures and reports can be significant, and those costs routinely exceed the costs of e-delivery.443 Further, since the E-Delivery Guidance releases were published, access to and usage of electronic communications technologies have expanded significantly.444 Proposed Reg E￾Delivery, if adopted, would be the Commission’s primary rule addressing e-delivery. Under proposed Reg E￾Delivery, a covered entity would, at its option, be able to use e-delivery as the default delivery method to satisfy its requirements under the Federal securities laws to deliver or transmit covered information to covered recipients. The use of e-delivery under the proposed rule, regardless of whether a covered entity chooses to use electronic or paper delivery as the default delivery method, would be subject to certain conditions on the method, timing, and ability to change delivery methods, as well as requirements for websites on which covered information is available.445 Covered entities that comply with the conditions of Reg E-Delivery would be assured that they have satisfied, through the use of e-delivery, applicable requirements to deliver covered information under the Federal securities laws. Also, covered recipients that affirmatively express a preference for delivery in paper format would receive it free of charge. The proposal, if adopted, would generally supersede the current guidance-based e-delivery framework, which effectively defaults investors and other recipients of covered information to deliveries in paper format if no delivery preference is affirmatively expressed. Reg E-Delivery would reduce barriers to the use of e-delivery by replacing the current framework that is based largely on an opt-out e-delivery approach.446 The proposed conditions for e-delivery under the proposed rule, which generally reflect our understanding of current common e￾delivery practices, are designed to help ensure that information delivered electronically is delivered in a user￾friendly format while also protecting PFI and providing a mechanism for covered recipients to change delivery methods. The Commission also addresses the application of the E-SIGN Act with respect to proposed Reg E-Delivery. To the extent that any covered information delivered under proposed Reg E￾Delivery would have been subject to the consumer consent requirements of the E-SIGN Act, such covered information would be exempt from these requirements.447 We are mindful of the costs imposed by, and the benefits obtained from, our rules. Section 2(b) of the Securities Act,
section 3(f) of the Exchange Act, section
2(c) of the Investment Company Act and
section 202(c) of the Advisers Act state
that when the Commission is engaging in rulemaking under such titles and is required to consider or determine whether the action is necessary or appropriate in (or, with respect to the Investment Company Act, consistent with) the public interest, the Commission shall consider whether the action will promote efficiency, competition, and capital formation, in addition to the protection of investors. Further, section 23(a)(2) of the Exchange Act requires the Commission to consider, among other matters, the impact such rules will have on competition and states that the Commission shall not adopt any rule that will impose a burden on competition not necessary or appropriate in furtherance of the purposes of the Exchange Act. The following analysis considers, in detail, the potential economic effects that may result from the proposed rule, including the benefits and costs to investors and other market participants as well as the broader implications of the proposed rule for efficiency, competition, and capital formation. Where possible, we have attempted to quantify the benefits, costs, and effects on efficiency, competition, and capital formation expected to result from the proposed rule. We are providing both a qualitative assessment and quantified estimates of the potential economic

448See, e.g., Nasdaq Stock Mkt. LLC v. SEC, 34 F.4th 1105, 1111–14 (D.C. Cir. 2022). This approach also follows SEC staff guidance on economic analysis for rulemaking.See SEC Staff, Current Guidance on Economic Analysis in SEC Rulemakings (Mar. 16, 2012), available at https:// www.sec.gov/divisions/riskfin/rsfi_guidance_econ_ analy_secrulemaking.pdf (‘‘The economic consequences of proposed rules (potential costs and benefits including effects on efficiency, competition, and capital formation) should be measured against a baseline, which is the best assessment of how the world would look in the absence of the proposed action.’’); see also id. at 7 (‘‘The baseline includes both the economic attributes of the relevant market and the existing regulatory structure. . .’’). 449See supra footnote 8 and accompanying text; see also requests for comment supra section II.B.7 (it is our understanding that there may be certain firms that currently reserve the right, when a person establishes a customer or client relationship with such firm or otherwise through contract, to restrict or close the account of a person who requests paper). 450See E-Delivery Guidance, supra footnote 3. 451See supra footnote 423 and accompanying text. 452See 1995 Guidance and 1996 Guidance supra footnote 3; see also supra section II.G. In addition to the examples discussed above, the E-Delivery Guidance also includes the following as examples of procedures evidencing satisfaction of the delivery requirements: (1) disseminating information through certain facsimile methods; (2) an investor’s accessing a document with hyperlinking to a required document and (3) using forms or other material available only by accessing the information. 453See 2000 Guidance, supra footnote 3. 454See E-Delivery Guidance, supra footnote 3; see also Tailored Shareholders Report Adopting Release, supra footnote 13. 455See contra supra sections II.B.3, II.B.4, and II.B.6 (discussing content, format, and manner of delivery requirements under proposed Reg E￾Delivery). But see 1995 Guidance, supra footnote 3, at text following n.22 (stating that, as is the case with paper delivery, there should be an opportunity to retain a permanent record of the electronically delivered information); 1995 Guidance at text accompanying n.14 (paper-based requirements relating to font size, bold-face type, red ink, graphics, and mailing may be modified as appropriate for documents delivered in electronic format). 456See 1995 Guidance, supra footnote 3, at text accompanying n.11 (stating that the release addresses only the procedural aspects under the Federal securities laws of electronic delivery, and does not affect the rights and responsibilities of any party under the Federal securities laws); see also id. at text accompanying n.26 (stating that if disclosure is made available by posting it on the internet, making it available through online services, or making it available by similar means, the document should be accessible
for as long as the delivery requirement applies); see also supra section II.B.6. 457See 1996 Guidance, supra footnote 3; see also supra section II.B.5. 458See 1995 Guidance, supra footnote 3, at text accompanying n.27 (stating the Commission believes that, as a matter of policy, where a person has a right to receive a document under the Federal securities laws and chooses to receive it electronically, that person should be provided with a paper version of the document if any consent to receive documents electronically were revoked or the person specifically requests a paper copy (regardless of whether any previously provided consent was revoked)). 459See, e.g., 1996 Guidance, supra footnote 3, at n.23 and accompanying text (in discussing the provision of consent to e-delivery, stating that the broker-dealer, transfer agent, or investment adviser should inform the customer that there may be potential costs associated with electronic delivery, such as on-line charges), and at n.57 (discussing charges associated with obtaining paper versions of investment adviser written disclosure statements, or Continued effects of the proposed rule (and related proposed amendments) where feasible. As explained in more detail below, because we do not have, and in certain cases do not believe we can reasonably obtain, reliable quantitative evidence to use as a basis for our analysis, we are unable to quantify certain economic effects. B. Baseline and Affected Parties The baseline against which the benefits, costs, and the impact on efficiency, competition, and capital formation of the proposed rule and the proposed amendments to existing Commission rules to facilitate the proposed e-delivery framework are measured consists of the current state of the securities markets and the current regulatory framework with respect to e￾delivery of covered information.448

1. Guidance and Existing Regulations
   Governing Use of Electronic Media The Federal securities laws generally do not prescribe paper as the sole means of delivery of regulatory documents; however, required regulatory disclosures and reports have generally been delivered in paper unless the person with the right to receive these disclosures and reports has elected otherwise.449 The Commission has expressed interpretive views on the use of e-delivery in the E-Delivery Guidance 450 and, over time, many investors have increasingly expressed a preference for e-delivery of financial and other regulatory disclosures. The E-Delivery Guidance is largely based on an ‘‘opt in’’ approach to e￾delivery and provides an interpretive framework for issuers and certain other market intermediaries to rely on to transmit disclosure materials and other required information electronically in lieu of paper. In the E-Delivery Guidance, the Commission discussed three main elements to consider in satisfying delivery requirements electronically—notice, access and evidence of delivery—and much of the E-Delivery Guidance includes discussions and examples of how these elements may be satisfied.451 For instance, the 1995 Guidance and 1996 Guidance provide a framework for analyzing whether an electronic communication has been delivered or transmitted under the Federal securities laws and provide a non-exhaustive and non-exclusive list of examples of procedures that would satisfy the delivery requirements, including, for example: (1) obtaining informed consent from an investor to receive information through electronic media; and (2) obtaining evidence that an investor actually received information through electronic media.452 The 2000 Guidance similarly includes some discussion and examples that involve applications of the concepts of notice, access, and evidence to show delivery, including through obtaining informed consent from the investor.453 Issuers and other market intermediaries acting consistently with the E-Delivery Guidance typically obtain an investor’s informed consent to e-delivery to satisfy the ‘‘evidence of delivery’’ condition.454 E-delivery practices under the E￾Delivery Guidance vary. In terms of the format of e-delivery, we understand that it is common for investors and other recipients of information who have elected to receive e-delivery typically to receive an email or other electronic notice that contains a link to where the materials are available online or an email that includes the materials as attachments, similar to the notice of availability approach and direct delivery approaches discussed in sections II.B.3 and II.B.4 above. The E￾Delivery Guidance includes no generally-applicable requirements for content, format, or manner of delivery.455 The timing of e-delivery generally occurs within the same time frame as investors and other recipients of covered information would receive paper documents.456 While the E￾Delivery Guidance does not include specific requirements for PFI, it does
   state that information specific to personal financial matters requires intermediaries to take reasonable precautions to ensure the integrity, confidentiality, and security of that information.457 The E-Delivery Guidance addresses the right to revoke consent of e-delivery and receive paper, and to request paper copies of electronically delivered information.458 While we understand that many covered entities provide free paper copies of electronically delivered covered information, the E-Delivery Guidance does not directly address the provision of free paper copies, in the context of investors and others who affirmatively elect e-delivery (although it does discuss charges associated with electronic delivery, and the provision of free paper, in certain specific contexts).459 Because the E-Delivery

‘‘brochures,’’ under Advisers Act rule 204–3); see also 2000 Guidance, supra footnote 3, at Example 5 (discussing the provision of free PDF viewing software and the use of a toll-free telephone number to request paper copies); see also Brown & Wood, SEC Staff No-Action Letter (Feb. 17, 1995) (providing a staff no-action position regarding conditions in order for a prospectus to be considered delivered electronically, including delivery of a paper copy upon request without charge); see also supra section II.B.7. The E￾Delivery Guidance also discusses procedures that would likely be viewed as ‘‘unduly burdensome’’ in the context of determining whether intended recipients can effectively access the information provided. See 1995 Guidance at text accompanying n.24. Certain rules under the Federal securities laws specifically provide for the delivery of free paper copies (see, e.g., rule 14a–16 under the Exchange Act; rule 30e–1 under the Investment Company Act). But see section 101(c) of the E-SIGN (addressing the possibility of fees being charged for paper). 460See supra section II.B.8. 461See supra sections II.B.2, II.D.2. 462See supra section II.B.9. 463See supra section II.C. The presentation of covered information on a website is generally addressed through the discussion in the E-Delivery Guidance about the use of electronic media that are so burdensome that intended recipients cannot effectively access the information provided. See, e.g., 1995 Guidance, supra footnote 3, at n.24 and accompanying text. 464See 1995 Guidance, supra footnote 3, at text accompanying n.20; see also id. at text accompanying nn.21–22 (stating that the Commission would view information distributed through electronic means as satisfying the delivery or transmission requirements of the Federal securities laws if such distribution results in the delivery to the intended recipients of substantially equivalent information as these recipients would have had if the information were delivered to them in paper form). 465See 1995 Guidance and 1996 Guidance, supra footnote 3. 466See, e.g., supra footnote 141 and accompanying text; see also, e.g., ADI 2025-15, website Posting Requirements, available at https:// www.sec.gov/about/divisions-offices/division￾investment-management/accounting-disclosure￾information/adi-2025-15-website-posting￾requirements. 467See supra footnote 25 and accompanying text; see also supra section I.B for a more detailed discussion regarding advancements in telecommunications capability and changes in e￾delivery preference. 468See supra footnote 46 and accompanying text (discussing that some SROs have also taken steps to permit disclosure through electronic media and shift from a framework that looks to paper as a default delivery method). 469See E-Proxy Adopting Release, supra footnote 13. 470See also Shareholder Choice Adopting Release, supra footnote 272. 471See Amendments Adopting Release, supra footnote 272. 472See rule 14a–16; see also supra footnote
276. 473 17 CFR 240.14a–16(j)(1). 474See Rule 30e–3 Adopting Release, supra footnote 213. In addition, Securities Act rule 172 provides an ‘‘access equals delivery’’ model for final prospectus delivery obligations for certain offerings. Under this rule, subject to certain exclusions and conditions, final prospectus delivery obligations under section 5(b)(2) of the Securities Act are deemed satisfied through the filing of the final prospectus with the Commission. See Securities Offering Reform Adopting Release, supra footnote 13; see also supra section II.F.1 for a more detailed discussion of rule 30e–3. 475See Rule 30e–3 Adopting Release, supra footnote 213. 476See id. at text following n.17. 477See Tailored Shareholder Reports Adopting Release, supra footnote 13. Guidance is based largely on an informed consent model of e-delivery, it also does not address other aspects of proposed Reg E-Delivery that are designed to provide protections to covered recipients in light of the proposal to permit a default e-delivery method, such as the ability to update one’s electronic address (and choice of type of electronic address) for free,460 and the proposed disclosure and notice requirements associated with the use of e-delivery.461 There are no specific requirements in the E-Delivery Guidance for policies and procedures reasonably designed to identify and remediate e-delivery failures.462 There are also no specific requirements in the E-Delivery Guidance for policies and procedures designed to ensure website availability of required information, or specific requirements for presentation of covered information on a website.463 However, the E-Delivery Guidance states that an electronic medium would not provide an adequate means for the delivery of required disclosure, and thus not serve the statutory purposes, if the medium does not permit effective communication to investors or is practically unavailable.464 Similarly, the E-Delivery Guidance states that issuers and other entities providing e-delivery should have reason to believe that the electronic means they select will result in the satisfaction of the delivery requirements, and should consider the need to establish procedures to ensure that these delivery obligations are met.465 Therefore, we anticipate that covered entities using e-delivery under the E-Delivery Guidance have generally developed processes to identify e￾delivery failures and website availability failures. Our understanding is that covered entities’ practices with respect to website presentation of covered information are varied.466 Since the publication of the E￾Delivery Guidance, electronic communications methods have evolved with advances in technology and the increased population of investors and others electing to receive financial documents and other regulatory materials electronically.467 The regulatory framework has also evolved and, since the publication of the E￾Delivery Guidance, the Commission and other U.S. regulators468
have increasingly taken action to broaden both the scope of permissible electronic communications and to transition out of a regulatory framework in which paper is considered the default delivery method. Over the past decades, the Commission has adopted rules that entail disclosure approaches involving electronic media. Among other rules, as described in more detail in section I.A and section II.F, these included a string of amendments to the proxy rules under the Exchange Act, beginning in 2007 with the E-Proxy Adopting Release 469 and the Shareholder Choice Regarding Proxy Materials Adopting Release 470 and continuing in 2010 with the Amendments to Rules Requiring internet Availability of Proxy Materials Adopting Release.471 In each case, an issuer or other soliciting person can satisfy its obligation to furnish proxy materials under the current proxy rules to shareholders by posting its proxy materials on a website and sending the notice of internet availability or providing a full set of proxy materials to record holders.472 In addition, under the current proxy rules, issuers are required to make copies of the proxy materials available to shareholders on request, at no charge to the shareholders.473 Commission rules that involve the use of electronic media to deliver regulatory information also include rule 30e–3 under the Investment Company Act, which the Commission adopted in
2018.474 This rule provides certain
registered investment companies with an optional method to satisfy their obligations to transmit shareholder reports by making such reports and other materials accessible online, free of charge, at a website address specified in a notice to shareholders.475 Investment companies that choose to rely on the rule are required to make their shareholder reports available online and to provide shareholders with paper notices of the website availability of the shareholder reports. The rule was designed to accommodate the preferences of all investors regarding the means of communications—whether they wished to receive reports in paper or electronically, or simply to be notified that the reports are available online.476 In 2022, the Commission adopted rules to narrow the scope of rule 30e–3 such that open-end funds could no longer rely on the rule to satisfy their shareholder report transmission obligations.477 Under this narrower scope, only filers of Form N– 2 (registered closed-end management companies and business development companies) and Form N–3 (managed

478See section II.B.1 for a description of covered entities and covered recipients under the proposed rule. 479 In this release, SBSDs, MSBPs, SBSDRs and SBSEFs are collectively referred to as the ‘‘SBS Entities.’’ 480See Form ADV, Item G. 481 17 CFR 275.204–3. 482 17 CFR 275.204–5. 483 17 CFR 248.5. 484 17 CFR 248.3. 485 17 CFR 270.3a–4. 486Form ADV data for the reporting period ending December 2025 with filings received through March 31, 2026. The number of clients is based on Item 5.D(a–n) and Item 5.F(2)(c). insurance company separate accounts) that have shareholder report transmission obligations under Investment Company Act rule 30e–1 may choose to rely on rule 30e–3.
2. Affected Parties
The proposed rule would affect the delivery by covered entities of covered information to covered recipients. Below we present baseline statistics on the covered entities, which would include any person required to deliver covered information to a covered recipient under the Federal securities laws—including registered investment advisers, regulated investment companies, registered broker-dealers, transfer agents, corporate issuers, indenture trustees and obligors with delivery obligations under the Trust Indenture Act, third parties that are required to deliver covered information to covered recipients who are not their own shareholders,478 municipal securities dealers, security-based swap dealers (‘‘SBSDs’’) and major security￾based swap participants (‘‘MSBSPs’’), security-based swap data repositories (‘‘SBSDRs’’), security-based swap execution facilities (‘‘SBSEFs’’),479 and funding portals. For each covered entity, we also provide available baseline statistics on covered recipients that may receive covered information from the entity under the proposed rule. (a) Registered Investment Advisers Registered investment advisers provide a variety of services to their clients, including financial planning advice, portfolio management, and pension consulting.480 These advisers are required to deliver information to their clients pursuant to Federal securities laws that would be covered by the proposed rule. This information primarily includes firm brochures and brochure supplements,481 client relationship summaries,482 privacy notices,483 data breach notices,484 and quarterly statements.485 As of December 31, 2025, there were 16,442 investment advisers registered with the Commission with a total of more than 65 million clients and $177 trillion in assets under management.486 EP21JY26.005</GPH>

487Form ADV, Items 5D(a). See supra footnote 486. 488The number of registered investment companies (excluding BDCs) was based on Form N– CEN data for the reporting period ending December 2025 with filings received through March 31, 2026. 489Form N–1A filers; includes all open-end funds, including ETFs registered on Form N–1A. 490Form N–2 filers not classified as BDCs. 491The number of UITs includes Form N–4, N– 6, N–8B–2, and S–6 filers. 492Form N–3 filers. 493The number of BDCs was based on Form 10– K filings and related amendments in calendar year 2025. 494See Nov. 2025 ICI Letter, supra footnote 17, at
Appendix B, computed as sum of the entries in
Table 1 except account statements, tax documents,
and trade confirmations.
495See ICI survey, supra footnote 25, at Appendix B. 496See ICI, 2026 Investment Company Fact Book:
A Review of Trends and Activities in the Investment Company Industry, at 86, available at https://www.ici.org/system/files/2026-04/2026- factbook.pdf. 497See id. 498 56% of 134.8 million households (in 2025) = 75 million households owning funds. See id. at 79. The source for the total number of households is the U.S. Census Bureau via FRED®, available at https:// fred.stlouisfed.org/series/TTLHH. 499See 15 U.S.C. 78c(a)(4). 500See 15 U.S.C. 78c(a)(5). 501This would include government securities brokers and government securities dealers registered with the Commission under the Exchange Act. As noted above, this proposal does not address any obligations of 15C firms pursuant to rules promulgated by Treasury under the GSA. See supra footnote 85. There are currently no 15C firms, but they would be included as covered entities if any 15C firms are registered in the future. 502See Regulation Best Interest, supra footnote 97, at page 33406. 503 17 CFR 240.15l–1. 504 17 CFR 275.204–5. 505 17 CFR 230.15c3–3(j)(1). 506 17 CFR 240.10b–16. 507 17 CFR 248.4; 17 CFR 248.5. 508 17 CFR 240.10b–10. Broker-dealers also have delivery obligations under SRO rules, which are outside the scope of this rulemaking. 509This estimate is the average of the total values reported on items 8107, 8108, and 8109 over the last three years (2023–2025) based on Schedule I on FOCUS filings. 510See, e.g., Tailored Shareholder Reports Adopting Release, supra footnote 13, at n.603 (citing the Rule 30e–3 Adopting Release, supra footnote 213). 511See Tailored Shareholder Reports Adopting Release, supra footnote 13, at section IV.B.1. 512The numbers in this section exclude notice￾registered broker-dealers. 513The number of broker-dealers dually registered as investment advisers was estimated based on FOCUS filings for broker-dealers during the fourth quarter of 2025 and Form ADV filings for investment advisers for the reporting period ending December 2025 with filings received through March 31, 2026.
Figure 1 shows the cumulative
distribution of the number of clients (all types) across investment advisers registered with the Commission as of December 31, 2025. The distribution is right-skewed, with a small number of advisers serving large numbers of clients: 16 advisers reported more than one million clients, while approximately 94% of advisers reported fewer than 2,000 clients. The median adviser reported 98 clients.487 For comparison, the figure includes a log￾normal reference curve, which illustrates how the observed distribution departs from a symmetric benchmark. (b) Regulated Investment Companies The regulated investment companies that would be permitted to rely on the proposed rule would include registered open-end and closed-end funds, business development companies (‘‘BDCs’’), and unit investment trusts (‘‘UITs’’). The primary covered information that regulated investment companies are required to deliver to shareholders pursuant to the Federal securities laws includes: prospectuses/ summary prospectuses, shareholder reports, proxy voting materials, and privacy notices. As of December 31, 2025,488 there were 14,296 regulated investment companies, including 12,710 open-end management investment companies,489 707 closed-end management investment companies,490 693 UITs,491 15 insurance company separate accounts that are management investment companies offering variable annuities or variable life insurance contracts,492 and 171 BDCs.493 We do not have direct access to data on the number of fund shareholders that would be covered by the proposed rule. One industry study, however, estimates that funds delivered covered information to
544.3 million accounts through 272.2
million physical mailings in 2025.494 According to a service provider, funds in that year provided 290 million deliveries of fund reports and annual prospectuses and, as a percentage of all positions held, 15% of fund reports and 7% of prospectuses were sent by physical mail. Regarding the extent to which funds use an intermediary to deliver information, one industry study estimates that between 67% and 85% of fund mailings of proxy voting materials, shareholder reports and prospectuses are intermediated.495 Another industry report estimates that, in 2025, 73% of mutual fund-owning households held mutual funds through employer￾sponsored retirement plans and 72% owned mutual funds outside such plans, which purchased funds through both investment professionals and the direct market channel.496 The same report estimates that in 2025, almost half (49%) of households owning mutual funds held funds purchased through an investment professional, and 27% owned funds purchased through the direct market channel.497 As of December 31, 2025, approximately 75 million households received covered information from regulated investment companies.498 (c) Registered Broker-Dealers Brokers,499 as well as dealers 500 would be permitted to rely on the proposed rule.501 In the market for broker-dealer services, a relatively small set of large- and medium-sized broker￾dealers accounts for a significant share of total assets while smaller broker￾dealers compete in niche or regional segments of the market.502 The primary information that broker￾dealers are required to deliver under the Federal securities laws includes:
disclosures pursuant to Regulation Best Interest,503 Form CRS,504 quarterly free credit balance notices,505 disclosure of credit terms of margin loans as required under the Exchange Act,506 initial and annual privacy notices as required pursuant to Regulation S–P,507 and trade confirmations as required under the Exchange Act for each transaction effected for or with a customer.508 Industry-wide, broker-dealers generate approximately 40.6 billion written trade confirmations per year in the aggregate.509 We do not have direct access to the aggregate volume of the other deliveries, which broker-dealers maintain as records. In addition, we understand that investors frequently are not direct shareholders of record, but instead hold their securities in ‘‘street name’’ through accounts with their broker-dealer.510 In the case of broker-dealers, SRO rules provide that broker-dealer member firms are required to distribute certain disclosure documents, such as annual reports and interim reports, to customers for which they hold securities in street name, so long as the broker-dealer is assured that its reasonable expenses incurred in doing so will be reimbursed.511 Based on an analysis of Schedule I to the FOCUS reports and Form BD filings, there were 3,262 registered broker￾dealers during the fourth quarter of
2025.512 Of these, 274 were dually
registered as investment advisers.513 There were approximately 308 million customer accounts reported by those broker-dealers that hold customer cash and securities (‘‘carrying broker￾dealers’’).514 (d) Transfer Agents Transfer agents may be registered with the Commission under the Exchange Act, or another appropriate

514The number of customer accounts reported by carrying broker-dealers was estimated based on Form X–17A–5 Schedule I, Item I8080 for 2025. 515 15 U.S.C. 78c(a)(34)(B). 516 17 CFR 240.17Ad–5. 517 17 CFR 240.17Ad–15. 518 17 CFR 240.17Ad–17. 519 17 CFR 248.1–248.30. 520 17 CFR 248.101–248.128. 521See SEC, Statistics & Data Visualizations:
Transfer Agents (Mar. 17, 2026), available at https://www.sec.gov/data-research/statistics-data￾visualizations/transfer-agents. 523 Information required under Regulation Crowdfunding is excluded from the definition of ‘‘covered information’’ under this proposal because offerings under Regulation Crowdfunding must be conducted exclusively through an online platform operated by a registered intermediary, a broker￾dealer or funding portal and are already subject to specific e-delivery requirements. See supra section II.B.1. 524This estimate is based on unique filers of 424B prospectuses in 2025 that also previously filed one or more of the following corporate issuer registration statements in the three preceding years:
Forms S–1, S–3, S–3ASR, S–4, S–11, SF–1, SF–3, F–1, F–3, F–3ASR, F–4, F–6, F–7, F–8, and F–10; and unique filers that did not file 424B prospectuses but filed one or more Forms S–8 or S– 20 in 2025. 525This estimate is based on unique filers of Regulation D and Regulation A filings in 2025, according to staff analysis of EDGAR filings on Form 1–A (excluding post-qualification amendments) and on Form D (including Form D amendments). The filers of Regulation D are included only to the extent that a filer sells to non￾accredited investors. 526This estimate is based on unique filers of Forms 10–K, 20–F, and 40–F (excluding BDCs) in 2025. 527This estimate is based on unique filers of 424B prospectuses specifically related to debt offerings during 2025 that also previously filed one or more of the following corporate issuer registration statements in the three preceding years: Forms S– 1, S–3, S–3ASR, S–4, S–11, SF–1, SF–3, F–1, F–3, F–3ASR, F–4, F–6, F–7, F–8, and F–10; and unique indenture trustees identified in those same 424B prospectuses. 528This estimate is based on unique filers of
Schedule TO–T in 2025. The Schedule TO–T filing
appears twice in EDGAR for each tender offer: once for the bidder (also referred to as offeror) and once for the issuer. To avoid double counting, we excluded issuers and only counted bidders. 529This estimate is based on unique filers of DEFC14As in 2025. Both issuers and dissidents (there could be more than one dissident) can file their own DEFC14As resulting in two or more DEFC14A filings for the same shareholder vote. We only counted the unique dissidents in DEFC14A filings. 530This estimate is based on unique filers of
Schedule 13E–3 in 2025.
531This estimate is based on unique entities among all issuers, obligors or trustees, bidders in third-party tender offers, dissidents (or dissident groups) in contested proxy solicitations, and filing persons on Schedule 13E–3. 532 21% of 134.8 million households (in 2025) = 28 million households owning stocks directly. The percentage of households owning stocks directly was estimated using the 2022 Survey of Consumer Finances (SCF) data, available at https:// www.federalreserve.gov/econres/scfindex.htm. The source of the total number of households is U.S. Census Bureau via FRED®, available at https:// fred.stlouisfed.org/series/TTLHH. This estimate only includes household investors and does not include institutional investors. 533 17 CFR 15c2–12(b)(2); 17 CFR 15c2–12(b)(4). 534 17 CFR 15c1–5; 17 CFR 15c1–6. Municipal securities dealers also have delivery obligations under SRO rules, which are outside the scope of this rulemaking. 535See SEC Statistics & Data Visualizations:
Security-Based Swap Dealers (SBSDs), available at https://www.sec.gov/data-research/statistics-data￾visualizations/security-based-swap-dealers-sbsds. regulatory agency as defined in section 3(a)(34)(B) of the Exchange Act.515 Transfer agents maintain records of security ownership on behalf of issuers, process changes of ownership, and communicate information from issuers to securityholders. Transfer agents also act as paying agents, by accepting payments from issuers of securities and distributing the payments to the holders of those securities. Transfer agents are covered entities under the proposed rule and could rely on the proposed rule in delivering covered information to covered recipients. Specifically, transfer agents have obligations under the Federal securities laws to:

• Deliver information in response to
  inquiries and requests; 516
• Notify guarantors and presentors of
  rejections of requests for transfer due to inadequate signature guarantees; 517
• Send notifications to security
  holders that do not negotiate checks within certain time periods of the checks being sent; 518 and
• Send data breach notifications to
  affected customers pursuant to Regulation S-P 519 and Regulation S￾AM.520 As of December 31, 2025, there were 269 transfer agents registered with the Commission, with an additional 55 registered with another appropriate regulatory agency as defined in section 3(a)(34)(B) of the Exchange Act.521 (e) Corporate Issuers and Transaction Participants Corporate issuers with a class of securities registered under the Exchange Act or that are required to file reports under section 15(d) of the Exchange Act, obligors or trustees with delivery obligations under the Trust Indenture Act, and entities conducting securities offerings that are registered or exempt from the registration requirements under the Securities Act would be covered entities under proposed Reg E￾Delivery.522 These covered entities would be able to rely on the proposed rule to e-deliver covered information that would primarily include: issuer prospectuses, issuer offering circulars, tender offer statements and solicitation/ recommendation statements.523 In the case of proxy statements, information statements, and issuer annual reports to security holders, which are also covered information, covered entities would be required to comply with the applicable requirements of proposed Reg E￾Delivery, in addition to the applicable requirements in proposed amended rule 14a–16, when delivering this covered information electronically. Under proposed Reg E-Delivery, covered entities would also include third parties that are required, pursuant to Regulations 14A, 14C, and 14D, to deliver covered information to covered recipients. Such third parties would include bidders in third-party tender offers and dissidents in contested proxy solicitations that are required to deliver covered information to the issuer’s security holders. In 2025, approximately 3,900 issuers were conducting a registered securities offering under the Securities Act,524 and approximately 1,500 issuers were conducting a securities offering exempt from the registration requirements under the Securities Act.525 During the same year, 7,579 issuers had a class of securities registered under section 12 of the Exchange Act 526 or were required to file reports under section 15(d) of the Exchange Act. There were approximately 700 obligors or trustees under an indenture subject to the qualification requirements of the Trust Indenture Act,527 approximately 50 bidders in third-party tender offers,528 30 dissidents (or dissident groups) in contested proxy solicitations,529 and 50 filing persons on Schedule 13E–3.530 There were 9,654 issuers and transaction participants in total.531 As of December 31, 2025, approximately 28 million households owned stocks directly.532 (f) Other Covered Entities As of December 31, 2025, there were 16 municipal securities dealers registered with the Commission on Form MSD. These municipal securities dealers are banks, or separately identifiable departments or divisions of banks with customer delivery obligations.
  The primary covered information that municipal securities dealers registered with the Commission on Form MSD are required to deliver to covered recipients includes preliminary and final official statements (upon the request of potential customers),533 and, under certain circumstances, the written disclosure of any control relationship with an issuer and of any participation or financial interest in a distribution.534 As of December 31, 2025, there were 54 SBSDs conditionally registered with the Commission.535 To date, no applications for registration as an

536See List of Security-Based Swap Dealers and Major Security-Based Swap Participants (last reviewed or updated Jan. 2, 2025), available at https://www.sec.gov/about/divisions-offices/ division-trading-markets/list-registered-security￾based-swap-dealers-major-security-based-swap￾participants. 537The three SBSDRs that are currently registered with the Commission are: ICE Trade Vault, LLC, DTCC Data Repository (U.S.), LLC, and KOR Reporting, Inc. 538The eight SBSEFs that are currently registered with the Commission are: Bloomberg SEF LLC, GFI Swaps Exchange LLC, GLMX TECHNOLOGIES, LLC, ICE Swap Trade, LLC, tpSEF Inc., Tradition SEF LLC, TW SEF LLC, and WEMATCH.LIVE LLC. See Security-Based Swap Execution Facilities (SBSEFs), available at https://www.sec.gov/about/ divisions-offices/division-trading-markets/security￾based-swap-execution-facilities-sbsefs. 539See e.g., 17 CFR 240.15Fh; 17 CFR 240.13n– 10; 17 CFR 242.812. 540 17 CFR 227.400. See Regulation Crowdfunding, supra footnote 101. 541See FINRA, Funding Portals We Regulate, available at https://www.finra.org/about/funding￾portals-we-regulate (last updated Apr. 7, 2026). 542 17 CFR 248.1–248.30. 543 17 CFR 248.101–248.128. 544 17 CFR 248.202. 545This excludes information delivered under Regulation Crowdfunding, as detailed in section II.B.1. 546See SIFMA Survey, supra footnote 23. 547See Nov. 2025 ICI Letter, supra footnote 17, at
Figure 9 (‘‘6 percent of fund investors indicate that
signing up for e-delivery took too much time, which suggest that they want e-delivery but did not have time to sign up for it’’). 548See SIFMA Survey, supra footnote 23. 549See ICI Survey, supra footnote 25, at Figure 9. 550See Broadridge Survey, supra footnote 30. MSBSP have been filed with the Commission.536 There were three SBSDRs registered with the Commission as of December 31, 2025.537 There were eight SBSEFs registered with the Commission as of March 24, 2026.538 All SBS Entities are covered entities under proposed Reg E-Delivery and would be permitted to rely on the proposed rule to satisfy their respective delivery obligations for covered information. The primary covered information that SBS Entities are required to deliver pursuant to the Federal securities laws is counterparty disclosures.539 Funding portals are registered with the Commission and are members of FINRA.540 As of April 9, 2026, there were 75 registered funding portals that were members of FINRA (excluding funding portals that had withdrawn their registration and FINRA membership).541 The primary covered information that funding portals are required to deliver pursuant to the Federal securities laws includes: initial and annual privacy notices, opt-out notices and data breach notifications to affected customers pursuant to Regulation S–P 542 and Regulation S– AM 543 and disclosures required pursuant to Regulation S–ID.544 These registered funding portals are covered entities under proposed Reg E-Delivery and would be permitted to rely on the proposed rule to satisfy their customer delivery obligations for covered information.545
3. External Studies
(a) Investor Experience With the Opt-In Requirement Some studies have produced findings that are consistent with the view that the current opt-in requirement for e￾delivery has limited the ability of covered entities to provide e-delivery of covered information to investors. For example, one study reports findings from a survey of 1,300 individual investors (fielded May 16–19, 2022; investors had at least $5,000 in relevant accounts) in which 42% of surveyed investors agreed with ‘‘I still receive financial statements through the mail, but I would prefer to receive them all electronically.’’ 546 Another study reports that, among fund investors who receive some regulatory disclosures in paper, 6% say that signing up for e￾delivery ‘‘takes too much time.’’ 547 Even investors who decide to opt out of paper delivery (i.e., who choose e￾delivery) may face obstacles to receiving e-delivery. According to one survey, 27% of respondents who do not currently receive e-delivery said ‘‘I have signed up for e-delivery but still receive paper documents.’’ 548 According to another survey, among fund investors who receive some regulatory disclosures in paper, 32% say they ‘‘signed up for e-delivery but still receive paper documents.’’ 549 This pattern could reflect difficulties in processing or responding to investor requests on the
part of senders. Alternatively, it could
reflect investor confusion about whether a request was successfully completed— for instance, whether a sign-up process required a confirmation step that some investors did not take. Under either interpretation, the frictions facing investors would extend beyond the time and attention burden of deciding to opt out and into the mechanics of the opt￾out process. In another study, investors were asked through an online survey whether they prefer paper, E-Delivery, or have no preference, and whether they receive paper or E-Delivery currently.550 Table 1 presents some of the reported findings. As shown, between 58% and 78% of investors prefer to receive E￾Delivery depending upon the type of document. The evidence also shows that, depending on the document, between 58% and 83% of surveyed investors said they received E-Delivery (email or app push notifications), and between 17% and 42% said they received paper delivery. The percentage of respondents who said they received paper exceeded the percentage who expressed a preference for paper for all types of documents. Regarding E￾Delivery, the reports of receipt and preference were more closely aligned; this finding is consistent with the fact that to get email delivery these participants had to affirmatively request it.
TABLE 1—SURVEY EVIDENCE: ALIGNMENT BETWEEN FORM AND PREFERENCE OF DELIVERY
[E-Delivery vs. Paper Mail] a Account statements (%) Tax forms (%) Shareholder reports/ proxy materials (%) Summary prospectus for mutual funds (%) Trade confirmations (%) Participants currently receiving/preferring email or app ‘‘push’’ notification (E-Delivery) Currently receive email or app ‘‘push’’ notification .................. 71 58 69 72 83 Prefer to receive email or app ‘‘push’’ notification .................. 70 58 69 70 78 Difference .......................................................................... 1 0 0 2 5

551See 2022 AARP Study, supra footnote 33. 552See supra section I.B. 553See 2025 Pew Internet Fact Sheet, supra footnote 20. 554See id.
TABLE 1—SURVEY EVIDENCE: ALIGNMENT BETWEEN FORM AND PREFERENCE OF DELIVERY—Continued
[E-Delivery vs. Paper Mail] a Account statements (%) Tax forms (%) Shareholder reports/ proxy materials (%) Summary prospectus for mutual funds (%) Trade confirmations (%) Participants currently receiving/preferring paper delivery (postal mail) Currently receive postal mail ................................................... 29 42 31 28 17 Prefer to receive postal mail .................................................... 25 38 23 22 15 Difference .......................................................................... 4 4 8 6 2 Participant expressed no preference for a delivery method ... 6 4 7 8 7 aSource: See Broadridge Survey, supra footnote 30 at Figure 1. (‘‘Question: Considering the delivery methods of communication from your pri￾mary brokerage/investment firm, please tell us: A. How do you receive each of the following communications? B. How do you prefer to receive each of these communications?’’) The percentages that ‘‘currently receive or prefer to receive email or an app ‘‘push’’ notification’’ in the Table are the sum of the percentages from Figure 1 that (a) currently receive or prefer to receive email and (b) currently receive or prefer to receive an app ‘‘push’’ notification. Another study asked adults with employer-sponsored retirement plans whether they would prefer to receive statements in one of three formats: (1) electronic only, (2) mail only, or (3) a combination of electronic statements supplemented with paper statements at least once per year.551 In this study, 42% preferred electronic only, 20% mail only, and 37% preferred a combination of electronic and mail delivery. (b) Access to Internet and E-Delivery Finally, some recent surveys present findings of large changes in internet access, use, and preferences in recent years.552 One recent survey reported that 96% of adults said they used the internet regularly in 2025, compared to just 52% who said they used the internet regularly in 2000.553 As population-wide internet usage has increased, the gap in usage between different age groups has also narrowed. According to the same survey, 90% of adults in the 65+ age group used the internet in 2025, up from 14% in 2000. Almost all adults in the other surveyed age groups (18–29, 30–49, and 50–64) used the internet in 2025.554 EP21JY26.006</GPH>

555See Nov. 2025 ICI Letter, supra footnote 17. 556The study does not consider all types of covered information under the proposed rule and considers some documents that are not covered information under the proposed rule. The study presents findings on account statements, for example, which are not covered information under the proposed rule. (c) Volume of Paper Delivered We do not have direct access to data on the total number of deliveries of covered information that occur by paper mail currently. We also do not have access to data on the total number of covered recipients who currently receive E-Delivery. Some industry studies and reports on deliveries of certain covered information by certain covered entities, however, provide evidence on the current annual volume of paper mailings for such covered information, which could, after adoption of the proposed rule, begin to be delivered in electronic form. Specifically, one study presents evidence regarding the potential cost savings from funds and broker-dealers defaulting to E-Delivery for certain covered information, which it analyzes partially based on a survey of the frequency of paper mailings per account for those types of covered information.555 Table 2 details the findings of the study regarding disclosures by funds, and disclosures relating to transactions in fund shares, that would be covered information under the proposed rule, either through delivery obligations of the fund (proxy voting materials, shareholder reports, prospectuses and summary prospectuses) or of the broker-dealer (trade confirmations).556
TABLE 2—ESTIMATES OF THE NUMBERS OF PHYSICAL DOCUMENTS FUNDS AND BROKER-DEALERS SEND BY MAIL
ANNUALLY
[Covered information with available data] a Document type Number of accounts (millions) Accounts w/ electronic delivery (%) Frequency Number of mailings (millions) Delivered by Funds Proxy voting materials ............................................................................................. 544.3 88 0.5 32.7 Shareholder reports ................................................................................................. 544.3 82 2 196 Prospectuses/Summary prospectuses .................................................................... 544.3 92 1 43.5
Sub-total estimated number of physical mailings per year .............................. ........................ ........................ .................... 272
Delivered by Broker-Dealers Trade confirmations ................................................................................................. 307.9 83 2 104.7
Estimated number of physical mailings per year ............................................. ........................ ........................ .................... 377
aSee ICI Letter, supra footnote 17, at app. B, tbl1 (providing estimates of the numbers of mailings annually of documents eligible for default E￾Delivery to fund shareholders). EP21JY26.007</GPH>

557While compliance with the requirements of proposed Reg E-Delivery would be optional for most covered entities that choose to rely on Reg E￾Delivery to e-deliver covered information, if an issuer, other soliciting person, or intermediary elects to use E-Delivery to furnish a proxy statement, information statement, or annual report to security holders, the amendments we are proposing to Regulations 14A and 14C would require the issuer, other soliciting person, or intermediary to comply with the requirements associated with the permitted E-Delivery methods and the requirements for website availability of information under Reg E–Delivery, in addition to the requirements in proposed amended Regulations 14A and 14C. For purposes of the discussion in
section III, when describing the requirements of
proposed Reg E-Delivery as ‘‘optional,’’ we are not referring to issuers, other soliciting persons, or intermediaries that are required to furnish a proxy statement, information statement, or annual report to security holders under Regulations 14A or 14C. See supra section II.F.2. 558Reg E-Delivery would not preclude a covered entity from continuing to obtain affirmative consent from covered recipients, instead of using e-delivery as the default method of delivery, if the covered entity prefers this approach. See supra footnote 115. 559See infra footnote 658 and accompanying text. 560We anticipate that any covered entities that maintain a default paper delivery approach would choose to rely on the proposed rule for e-deliveries to covered recipients that have affirmatively chosen to receive covered documents electronically. We expect most such covered entities currently follow the E-Delivery Guidance. To the extent those covered entities would rely on proposed Reg E￾Delivery, they may benefit from increased legal certainty (and associated reduction in legal costs) resulting from the assurance that they have satisfied, through the use of e-delivery, applicable requirements to deliver required disclosures, reports, and other regulatory materials under the Federal securities laws. But they would not experience the benefits from the savings in printing and mailing costs from defaulting to e-delivery, as discussed in this section. 561While we are not aware of academic studies analyzing paper versus electronic delivery of covered information, academic evidence that defaults materially affect real-world choices across domains is summarized in Jon M. Jachimowicz et al., When and Why Defaults Influence Decisions: A Meta-Analysis of Default Effects, 3 Behav. Pub. Pol’y 159 (2019) (reporting substantially higher uptake under opt-out defaults than opt-in defaults). Classic field evidence includes Brigitte C. Madrian & Dennis F. Shea, The Power of Suggestion: Inertia in 401(k) Participation and Savings Behavior, Q.J.E. (2001) (showing large participation changes under automatic enrollment/defaults) and Richard H. Thaler and Shlomo Bernatzi, Save More TomorrowTM Using Behavioral Economics to Increase Employee Saving, Journal of Political Economy 112(1):S164–S187 (2004) (showing higher rates of enrollment in employee savings plans when enrollment is automatic compared to when enrollment requires an employee to complete a form). 562 0.9025 = 0.95 × 0.95. To the extent that current paper deliveries would be reduced by more than
90.25 percent, cost savings would be larger; to the
extent that paper deliveries would be reduced by less than this percentage, cost savings would be lower.
C. Benefits and Costs
Covered entities that comply with the conditions of Reg E-Delivery would generally be permitted (but not required) to use E-Delivery as the default delivery method to deliver covered information to covered recipients.557 Covered entities that choose to rely on Reg E-Delivery for E￾Delivery of covered information, would be assured that they have satisfied, through the use of E-Delivery, their applicable requirements to deliver covered information under the Federal securities laws.558 Additionally, Reg E￾Delivery would permit (but not require) covered entities to use E-Delivery as the default method of delivery for covered information, subject to certain conditions. Covered entities that would choose to pursue the default E-D model under Reg E-Delivery would be permitted to e-deliver covered information without first obtaining recipients’ affirmative consent to pursue the default. We estimate that the vast majority of covered entities that deliver covered information electronically would thus choose to comply with the conditions of Reg E-Delivery to satisfy their delivery requirements under the Federal securities laws.559 The choice to rely on proposed Reg E-Delivery to e￾deliver covered information would not affect the content of information that covered recipients receive, although covered recipients may benefit in some ways from enhanced abilities to access, read, and search material in electronic formats. Covered entities that choose to rely on proposed Reg E-Delivery would be required to meet the requirements of the proposed rule concerning the methods for e-delivery described in section II.B, the requirements for website availability that are described in section II.C, and, to the extent they choose to use E￾Delivery as their default delivery method, notification regarding the upcoming change in the default form of delivery during the transition process for covered recipients who are currently receiving paper described in section II.D. The proposed rule would supersede practices under the baseline that covered entities and covered recipients currently follow under the E-Delivery Guidance, rule 30e–3, rule 14a–16, and the E-SIGN Act. If adopted, Reg E￾Delivery would supersede the parts of the E-Delivery Guidance that provide a somewhat different framework for analyzing whether delivery has been satisfied—specifically, the provisions of the E-Delivery Guidance that are based on more general applications of the concept of notice and access, and a different approach to evidence of delivery, as discussed in section II.G. The Commission is also proposing to rescind rule 30e–3 and to amend rules relating to the dissemination of proxy materials and tender offer materials to facilitate the proposed new E-Delivery framework, as discussed in section II.F. Finally, the Commission is proposing that certain categories of covered information delivered under proposed Reg E-Delivery would be exempt from the consumer consent requirements of the E-SIGN Act as
discussed in section II.E above, and therefore the practices under proposed Reg E-Delivery would effectively replace these consumer consent requirements. The Commission is proposing a two-year transition period from the time of the publication of the rule in the Federal Register until the rule’s compliance date.

1. Benefits
   (a) Benefits to Covered Entities The benefits to covered entities that choose to implement default e-delivery in reliance on the proposed rule would take the form of cost savings. These covered entities would no longer incur paper, printing, and postage costs to deliver covered information to covered recipients, unless a covered recipient expressly affirms a preference for paper delivery.560 Evidence in the academic literature supports the view that moving from an opt-in regime to an opt-out regime, with e-delivery as the new default, would increase the share of deliveries made electronically.561 The magnitude of the cost savings for a covered entity would depend on multiple factors, including the number of covered recipients currently receiving paper delivery, the number of covered recipients that have or have not provided electronic addresses, the number of covered recipients that would expressly affirm a preference for paper delivery under the proposed rule, and the frequency of delivery of the covered information. In quantifying the magnitude of these cost savings, we assume that 95% of covered entities for which we provide such estimates would rely on the proposed rule to default to an e-delivery model of delivery and that 95% of current recipients of paper mailings from those covered entities would transition to e-delivery (i.e., not opt out). These two assumptions imply that current paper deliveries would be reduced by a factor of 0.9025 562 (‘‘cost reduction factor’’) for those entities as a result of the proposal. In addition, for types of covered entities for which we do not have direct estimates for the number of paper mailings of covered information under the baseline, we make the assumption that 15% of covered information is currently sent in

563As indicated in Table 1 and 2, the percentage of covered recipients who currently receive e￾delivery varies across covered entities and by document type. For the purpose of estimating cost savings, we make the assumption, based on this evidence, that 15% of deliveries currently occur by paper mail. 564For adviser deliveries of covered information, we estimate $35.1975 million savings (=65 million × 0.15 × 5 × $0.80 × 0.9025), based on staff estimates including the number of adviser clients currently (65 million, see supra section III.B.2.a, the percentage sent by paper mail currently (0.15), the number of deliveries per client (5), and the cost reduction factor (0.9025). 565For fund deliveries of covered information, we estimate: $196.528 million savings (=272.2 million × $0.80 × 0.9025), based on the number of mailings (272.2 million, see supra footnote 494) the cost reduction factor (0.9025), and an estimate of $0.80 for the per unit cost of printing and mailing (see Nov. 2025 ICI Letter, supra footnote 15, at app. B, tbl2. We use the sum of the printing ($0.57) and mailing ($0.23) unit cost provided for shareholder reports ($0.80 = $0.57 + $0.23), which is greater than that for prospectuses/summary prospectuses and less than that for trade confirmations or mailing of fund-related proxy voting information.) We exclude from these estimates the preference management fee that we discuss in infra section III.C.2.b and that would reduce the net cost savings for some covered entities. 566For broker-dealer deliveries of covered information, we estimate $102.957 million savings (=142.6 million × 0.9025 × $0.80), based on the above estimate of trade confirmation mailings (142.6 million; see section III.B.2.c, the cost reduction factor (0.9025) and a $0.80 per-unit cost of paper printing and mailing described above (see id.). 567For deliveries of corporate proxy materials, we estimate $127.9 million in the cost of paper, printing, and postage (before netting out the preference management fee). This estimate is based on proprietary industry data as well as the cost reduction factor (0.9025). 568We estimate savings of $462.6 million annually ($35.2 million + $196.5 million + $103.0 million + $127.9 million) in the cost of paper, printing, and postage from reliance on the proposed rule. 569Some academic studies show that consumers adopt the default choice even when they would prefer opting out, because opting out requires time, attention, and (often) information acquisition, and many recipients do not choose to incur those costs; see, e.g., Oren Bar-Gill & Omri Ben-Shahar, Optimal Defaults in Consumer Markets, 45 J. Legal Stud. S137 (2016) (modeling default design when recipients may be imperfectly informed and must incur information/attention costs to decide whether to opt out). Evidence that defaults materially affect real-world choices across domains is summarized in Jon M. Jachimowicz et al., When and Why Defaults Influence Decisions: A Meta-Analysis
of Default Effects, 3 Behav. Pub. Pol’y 159 (2019) (reporting substantially higher uptake under opt out defaults than opt in defaults). Classic field evidence includes Brigitte C. Madrian & Dennis F. Shea, The Power of Suggestion: Inertia in 401(k) Participation and Savings Behavior, Q.J.E. (2001) (showing large participation changes under automatic enrollment/ defaults). Experimental evidence linking defaults to attention/decision time includes Andrew Caplin & Daniel J. Martin, Defaults and Attention: The Drop Out Effect (NBER Working Paper No. 17988, 2012). 570The ease with which an individual covered recipient communicates her preferred choice as an alternative to the default depends on the magnitude of opt-out frictions (including cognitive and informational costs) that are required for individuals to recognize the choice, become informed, and depart from the default, as discussed in section III.B.3. paper.563 Using these assumptions, we estimate that reliance on the proposed rule to use default e-delivery would yield annual savings in the cost of paper, printing and postage from substitution of e-delivery for paper delivery of approximately $35.2 million by registered investment advisers,564 $196.5 million by regulated investment companies,565 $103.0 million by broker￾dealers,566 and $127.9 million from corporate issuers (e-delivery of corporate proxy materials).567 These estimates yield total aggregate cost savings from the proposed rule of about $462.6 million annually.568 (b) Benefits to Covered Recipients
i. Default E-Delivery
Table 3 illustrates scenarios under
which covered recipients would be affected under the proposed rule.
TABLE 3—DELIVERY SCENARIOS FOR COVERED RECIPIENTS, WITH AND WITHOUT THE PROPOSED RULE
Current delivery scenario (under the baseline) Delivery scenario under proposed Reg E-Delivery Covered entity chooses not to change default de￾livery to e-delivery under Reg E￾Delivery and covered recipient does not amend preference Covered entity chooses to change default deliv￾ery to e-delivery under Reg E-De￾livery, and, in turn, covered recipi￾ent expresses preference for paper Covered entity chooses to change default deliv￾ery to e-delivery under Reg E-De￾livery, and, in turn, covered recipi￾ent does not express preference for paper Covered recipient has expressed a preference for e-delivery under E-Delivery Guidance and thus receives e-delivery. Covered recipient continues to re￾ceive e-delivery. Covered recipient’s delivery is changed from e-delivery to paper format. Covered recipient continues to re￾ceive e-delivery. Covered recipient has not ex￾pressed a preference for e-deliv￾ery under E-Delivery Guidance and thus receives paper. Covered recipient continues to re￾ceive delivery in paper format. Covered recipient continues to re￾ceive delivery in paper format. Covered recipient’s delivery is changed from paper format to e-delivery. The benefits to covered recipients of covered entities that use Reg E-Delivery to implement default e-delivery would include: (1) benefits from the elimination of the burden of having to communicate a preference for e-delivery for those covered recipients that do not have a preference for paper; and (2) benefits that electronic documents can provide or support, such as benefits enabled through search functions and summary tools (e.g., AI tools), to facilitate the enhanced review of the covered information by covered recipients. In addition, to the extent that covered entities that choose to implement default e-delivery pass through their cost savings from printing, mailing and postage to their covered recipients, then these covered recipients would also experience benefits in the form of reduced costs arising from their relationship with covered entities under the proposed rule. Reduced burden for some covered recipients. The proposed rule would eliminate the requirement for covered recipients that have provided an electronic address to the covered entity to communicate their preferences for e￾delivery in order to receive e-delivery. Covered recipients who prefer e￾delivery and would, under the baseline, incur costs of their time and attention to communicate their preference would benefit from the elimination of these costs.569 For others who prefer e￾delivery but would not have requested it under the baseline, the benefits would also include delivery of covered information in their preferred form (e￾delivery) rather than the paper delivery that they would have received otherwise. The magnitude of these benefits would vary according to the strength of the covered recipient’s preference for electronic relative to paper delivery.570

571See supra footnote 461 and accompanying text. 572See proposed Reg E-Delivery § 303.102(b)(1). 573See supra section II.B.2. 574See proposed Reg E-Delivery § 303.104. 575The notices would alert the covered recipient about the upcoming transition to e-delivery, specify the electronic address where covered information would be provided, and include a prominent statement describing the ability to: opt out of e￾delivery and receive paper copies at any time, free of charge; the ability to update or confirm one’s electronic address; and the process by which a covered recipient could opt out of e-delivery and/ or update or confirm one’s electronic address. 576See supra section II.D. 577The proposed rule would require delivery of covered information that includes PFI using a statement of availability. See supra section II.B.5. 578See supra section II.B.4. Enhanced review of covered information. The proposed rule may benefit some covered recipients by enabling covered entities to provide them with a potentially more personalized, interactive, and efficient experience with disclosure than delivery in a paper format. For example, a delivery method other than static paper permits the inclusion of overlays in regulatory disclosure and reports, such as calculators, hover-overs, or pop￾up information, which have the potential to enhance engagement. In addition, e-delivered documents are better suited for AI tools that could help covered recipients digest and analyze disclosures. E-delivery also has accessibility and retention benefits, in that it allows for, among other things, font size adjustment and other accessibility tools such as translation tools, the use of search tools, and the ability to retain disclosure in convenient electronic formats.
ii. Conditions of Reg E-Delivery
Disclosure of E-Delivery and Special Provisions for Covered Recipients Receiving Paper. Before relying on the proposed rule to e-deliver covered information to covered recipients who become entitled to receive covered information after the effective date of the rule (e.g., new investors in a registered investment company or new clients of an investment adviser), or who receive any covered information in paper as of the effective date of Reg E￾Delivery, a covered entity must provide certain disclosures to such covered recipients.571 For covered recipients that become entitled to receive covered information after the effective date of the rule, a covered entity relying on Reg E-Delivery to e-deliver covered information to such recipients would have to provide certain disclosures under Reg E-Delivery
section 303.102(b).572 Specifically, a
covered entity that intends to e-deliver covered information by default would need to provide a clear and conspicuous disclosure to the covered recipient that describes the types of covered information that will be delivered electronically to the electronic address the covered recipient provides (or accepts to use) to receive covered information, unless the covered recipient opts out of e-delivery. Alternatively, for a covered entity that intends only to use e-delivery where a covered recipient affirmatively elects to receive covered information electronically, the required disclosure would need to state that the covered recipient may opt to have covered information delivered electronically to the electronic address the covered recipient provides or accepts to use to receive covered information. The proposed disclosure requirements in Reg E-Delivery section 303.102(b) would benefit covered recipients of covered entities that would use Reg E￾Deliver to implement default e-delivery by helping ensure that covered recipients who provide an electronic address to receive covered information are aware of how the covered entity intends to use the electronic address in communicating with the covered recipient and to inform the covered recipient of the specific items of covered information that will be electronically delivered using the covered recipient’s electronic address. For covered entities that do not intend to pursue the default e-delivery model under Reg E-Delivery, the disclosure would inform such covered recipients that they need to affirmatively elect to receive covered information electronically if that is their preference.573 Reg E-Delivery would include a special provision for covered recipients who, as of the effective date of Reg E￾Delivery, are receiving any covered information in paper format, where the covered entity wishes to transition such covered recipients to default e-delivery under the rule.574 Under this provision, a covered entity that wishes to transition covered recipients receiving paper to default e-delivery would generally be required to provide those covered recipients currently receiving any covered information in paper format (and for whom the covered entity has an electronic address) with a paper initial notice at least 180 days before the transition to default e-delivery, and a paper follow-up notice 30 days before the transition.575 The proposed notice requirements in Reg E-Delivery section
303.104 would benefit covered
recipients currently receiving paper by alerting them to the upcoming change in delivery method and providing them an opportunity to elect to continue to receive paper delivery if that is their preference or to update an electronic address they have on file with the covered entity. The proposed 180-day period would benefit covered recipients by providing sufficient time for covered recipients receiving paper to receive and respond to notices of upcoming default e-delivery and opt out, either in whole or in part. The proposed requirement for a second, follow-up notice would benefit investors by increasing the likelihood that covered recipients receiving paper would see and review the notice and (if they wish) make an election to opt out of e-delivery or update their current electronic address.576 E-Delivery Methods and Requirements. Covered entities that choose to rely on proposed Reg E￾Delivery to e-deliver any covered information to covered recipients would be required to meet the requirements of the proposed rule concerning the methods for e-delivery described in
section II.B.
Under the proposed rule, a covered entity could choose to deliver covered information either directly to an electronic address or by providing a statement of availability.577 Under the baseline, covered entities already commonly follow a similar approach, and will typically send an email or other electronic notice that contains a link to where the materials are available online or an email that includes the materials as attachments to covered recipients. Providing covered entities with a choice between both electronic delivery methods would therefore continue to allow covered entities to tailor the choice of delivery method to the type of covered information and the covered recipient’s preferences. If information is delivered directly, the direct delivery would be subject to certain content requirements, and the covered entity must include all of the covered information being delivered either in the body of the communication or as an attachment. These requirements would benefit any covered recipients of covered entities that currently do not follow similar practices by helping ensure that a covered recipient receives complete covered information through direct delivery and is able to easily review and preserve that covered information.578 If covered information is delivered through a statement of availability, the statement similarly would be subject to certain content requirements. These requirements

579See supra section II.B.3; see also supra footnote 130. 580See supra section II.B.3. 581See supra section II.B.6. 582While PFI generally is delivered through a statement of availability method, we understand that some entities may directly deliver materials with embedded multifactor authentication. See ICI Survey, supra footnotes 25, 171. 583See supra section II.B.5. 584 Id. 585See supra footnote 459. 586See supra section II.B.3 and section II.B.7. 587See supra footnote 460 and accompanying text. 588See supra footnotes 464 and 465 and accompanying text. would benefit any covered recipients of covered entities that currently do not follow similar practices by helping ensure that covered recipients understand the process by which the covered information will be made available to them and by increasing the likelihood that covered recipients click through and review the covered information.579 The proposed rule also requires that a statement of availability or direct delivery must include a prominent statement describing the covered entity’s obligation to provide a paper copy of covered information upon request and the covered recipient’s ability to opt out of electronic delivery and update its electronic address. This proposed disclosure requirement would also benefit covered recipients by helping to ensure that covered entities provide disclosure that makes covered recipients aware of these delivery options and to permit them to more easily act upon them if they choose to do so.580 In addition, the proposed rule would subject both directly delivered information as well as delivery effectuated through a statement of availability to conditions on the timing, format, and manner of e-delivery. While the E-Delivery Guidance includes no generally applicable requirements for content, format, or manner of delivery, the timing of e-delivery generally already occurs within the same time frame as required under proposed Reg E-Delivery. Therefore, while the proposed rule would not affect the timing of e-delivery of covered information, the proposed rule would benefit covered recipients by helping ensure that the e-delivery is not lost or buried in other communications or marketing materials so that covered recipients are more likely to see the e￾delivery and review the covered information.581 The proposed rule would also include conditions for the e-delivery and website availability of covered information containing PFI that are designed to provide enhanced protections for this sensitive information. Among other requirements, the proposed rule would not permit the e-delivery of covered information containing PFI through direct delivery (it could only be delivered through the statement of availability method of e￾delivery) and would require that such information be protected by a process reasonably designed to safeguard the PFI. While the E-Delivery Guidance does not include the specific requirements for PFI that are included in proposed Reg E-Delivery, it
does state that information specific to personal financial matters requires intermediaries to take reasonable precautions to ensure the integrity, confidentiality, and security of that information.582 To the extent that any covered entities currently follow practices that are less protective of covered information containing PFI than those they would implement when relying on Reg E￾Delivery, these conditions would benefit their investors by helping reduce the risk of unauthorized accesses to PFI and any associated risk of substantial financial harm to the covered recipient.583 In addition, the proposed rule would require that the website address included in the statement of availability lead directly to the covered information immediately after the covered recipient completes the process reasonably designed to safeguard the PFI. To the extent that covered entities currently do not provide similarly seamless access to covered information containing PFI after informing a covered recipient of the availability of the information, this requirement would benefit investors by allowing for easy access to the covered information after the completion of the safeguarding process.584 The proposed rule provides that a covered entity must send, free of charge, one paper format copy of any of the covered information that the covered entity has delivered through e-delivery to a covered recipient during the period the covered entity is required to retain the covered information under the Federal securities laws (or during the preceding two years if there is no such requirement), to any such covered recipient requesting such a copy. As discussed above, the E-Delivery Guidance does not directly require the provision of free paper copies, in the context of investors and others who affirmatively elect e-delivery.585 While we understand that many covered entities provide free paper copies of electronically delivered covered information, we also understand that there are certain firms that currently reserve the right, when a person establishes a customer or client relationship with such firm or otherwise through contract, to charge a fee for paper deliveries.586 Any covered recipients that currently incur a fee for paper delivery and who would affirmatively request to receive paper delivery under the proposed rule would benefit by receiving paper format delivery free of charge. Under the proposed rule, covered entities providing e-delivery must permit a covered recipient, free of charge, to update their electronic address upon request. In addition, if the covered entity offers a choice as to the type of electronic address to be used for e-delivery (for example, email or mobile phone number), the covered entity must also permit the covered recipient to select a preference free of charge.587 These provisions would benefit investors by ensuring that covered recipients are able to receive electronic delivery to the electronic address of their preference and, where the
covered entity supports multiple types of electronic addresses, to select the covered recipient’s preferred means of delivery. Finally, the proposed rule would require covered entities to adopt and implement written policies and procedures reasonably designed to identify and remediate failed e-delivery. If a covered entity identifies an e￾delivery failure, it would be required promptly to take reasonable remediation steps, including obtaining a new electronic address or delivering the covered information in paper format until the covered recipient provides a new electronic address. We anticipate that firms using e-delivery under the E￾Delivery Guidance generally already are following processes to identify and remediate e-delivery failures, even though the E-Delivery Guidance does not specifically require the adoption of policies and procedures addressing failed e-delivery.588 To the extent that some covered entities would be more effective at identifying or remediating failed e-delivery when relying on proposed Reg E-Delivery (because the proposed rule includes the requirement to adopt policies and procedures addressing these topics), their covered recipients would benefit by more reliably receiving the covered information and, in the case of delivery failures, benefit in that these failures are remediated effectively. Website Availability Requirements. Covered entities that choose to rely on

589See supra footnotes 464 and 465 and accompanying text. 590See supra section II.C. 591See supra section II.B.5. 592See supra section II.B.2 and infra section IV.A. 593See infra section IV.A (initial costs of $33,232,500 = 1.5 hrs. x $527.5/hr. x 42,000 covered entities; annual recurring costs of $11,077,500 = 0.5 hrs. x $527.5/hr. x 42,000 covered entities). These disclosures would have to be prepared for new covered recipients that establish relationships with the covered entity going forward, and the estimates then assume that, on an ongoing basis, covered entities would confirm from a compliance perspective that the initially prepared disclosure continues to meet the requirements of Reg E￾Delivery. 594See supra sections II.B.3 and II.B.4. 595 Id. 596See supra section II.B.5. 597See supra section II.B.6. 598See infra section IV.B ($199,395,000 = 9 hrs. × $527.5/hr. × 42,000 covered entities; $66,465,000 = 3 hrs. × $527.5/hr. × 42,000 covered entities). proposed Reg E-Delivery and deliver covered information through a statement of availability, rather than direct delivery, would be required to maintain a website that meets certain requirements relating to: (1) timing; (2) availability period; (3) format and retainability; and (4) continuous availability and periods of temporary unavailability. The covered entity also would be required to adopt and implement written policies and procedures reasonably designed to ensure that the covered information is made available and remains available in the manner required by the proposed rule. Regarding the availability of covered information, we anticipate that firms using e-delivery under the E-Delivery Guidance have generally already developed processes to identify website availability failures.589 The proposed requirements for Reg E-Delivery therefore are likely to be generally consistent with existing practices of most covered entities. For covered entities where this may not be the case, these requirements would benefit covered recipients of such covered entities by helping ensure that they can access the covered information in a timely manner and that they have both the time to review the information on the website and the ability to retain the covered information permanently for their records if they choose. The requirements would further benefit covered recipients by ensuring that the covered information would be available in a format that is convenient for both reading online and printing on paper, thus facilitating review of that covered information in both formats. Finally, in circumstances where a covered entity’s website and covered information become temporarily unavailable, the proposed rule would benefit covered recipients by requiring protections to help ensure continuous access to the covered information.590
2. Costs
(a) Compliance Costs
Covered entities that would rely on the proposed rule would incur compliance costs associated with satisfying the conditions of the proposed new framework, including:
the costs of any legal, management, administrative, IT personnel, compliance consultants, and other personnel and external resources; the costs of preparing revisions to relevant written compliance or supervisory policies and procedures; and, to the extent that covered information containing PFI is not currently e￾delivered in conformity with the requirements of the proposed rule, the costs of changing how such covered information is delivered going forward, even for covered recipients already receiving e-delivery.591 These compliance costs would differ depending on the extent to which related compliance processes already align with the requirements of proposed Reg E-Delivery, or where they do not align, the ease with which they can be adapted to comply. For purposes of estimating compliance costs, we assume that all covered entities that would rely on proposed Reg E-Delivery would also transition recipients to default e￾delivery. Disclosure of E-Delivery. Before relying on the proposed rule to transition covered recipients to default e-delivery, a covered entity must provide a clear and conspicuous disclosure to the covered recipient that describes the covered information that will be delivered electronically to the electronic address that the covered recipient provides (or accepts to use) to receive the covered information, unless the covered recipient opts out of e￾delivery. The disclosure also must describe the methods of e-delivery that may be used under the proposed rule. The covered entity need not provide this disclosure to covered recipients who receive an initial notice, or who receive e-delivery of all covered information by or on behalf of the covered entity as of the effective date of the proposed rule.592 We estimate that, in the aggregate, covered entities that rely on the proposed rule would incur one-time initial costs of approximately $33 million to prepare the disclosure of e-delivery and recurring annual compliance costs estimated at $11 million (as of the first year).593 In addition, covered entities may incur costs associated with delivering this disclosure. We anticipate that virtually all entities would provide this disclosure electronically when first establishing a relationship with a new covered recipient, as the disclosure would not be required to be delivered in paper form. We anticipate that the incremental costs of incorporating these disclosures into existing account￾opening or similar workflows would be minimal. Methods of E-Delivery. Proposed Reg E-Delivery would permit a covered entity to use two methods of e-delivery, depending on the type of information being provided: statement of availability, and direct delivery of covered information to an electronic address.594 The proposed rule includes content requirements for both the statement of availability and the direct delivery of covered information.595 The permissible delivery method would depend on whether the covered information includes PFI. For covered
information that does not include PFI, a covered entity would be permitted to e￾deliver covered information directly to a covered recipient’s electronic address. For covered information that includes PFI, a covered entity would not be permitted to deliver this information directly to an electronic address but instead would be required to deliver a statement of availability to the covered recipient’s electronic address.596 The covered entity would deliver the statement of availability or the direct delivery of covered information to the covered recipient no later than the date by which the covered information is required to be delivered under the Federal securities laws.597 We estimate that, in the aggregate, covered entities would incur one–time initial costs of approximately $199 million associated with preparing a template statement of availability and/or a template for the direct delivery of covered information, meeting the requirements of Reg E-Delivery, and recurring annual costs of approximately $66 million for confirming, from a compliance perspective, that the initially-prepared templates continue to meet the requirements of Reg E￾Delivery.598 This estimate reflects the average cost of compliance across covered entities; these costs would be lower for covered entities delivering proxy statements, information statements, or annual reports to security holders under Regulations 14A and 14C by means of a statement of availability because the content required in a statement of availability is similar to the

599See supra section II.B.7. 600See infra section IV.C $33,232,500 = 1.5 hrs. × $527.5/hr. × 42,000 covered entities. 601See infra section IV.C $32,035,500 = (0.5 hrs. × $527.5/hr. + $500 printing and mailing cost) × 42,000 covered entities). 602See infra section II.B.9. 603See infra section IV.D (one–time initial costs of $66,465,000 = 3 hrs. × $527.5/hr. × 42,000 covered entities; annual recurring costs of $22,155,000 = 1 hrs. × $527.5/hr. × 42,000 covered entities). 604See supra section II.C. 605 Id. 606See infra section IV.E (one-time initial costs of $114,345,000 = 4.5 hrs. × $605/hr. × 42,000 covered entities; annual recurring costs of $50,820,000 = 2 hrs. × $605/hr. × 42,000 covered entities). 607For example, covered information by investment companies and corporate issuers would not include PFI, and thus those covered entities could choose to rely on the direct delivery approach for all covered documents. 608See supra footnote 457 and accompanying text. In addition, covered entities delivering proxy statements, information statements, or annual reports to security holders under Regulations 14A and 14C must post those materials on a website under current rule 14a–16, regardless of whether a statement of availability (or notice of internet availability under current rule 14a–16) is used. 609See supra section II.B.5. (Many covered entities have already chosen to use an approach akin to the proposal’s statement of availability E￾delivery method, instead of direct delivery, to address confidentiality and security concerns that arise in connection with the e-delivery of covered information containing PFI or other non-public information.) 610See supra section II.D. 611See supra section II.B.6. 612See infra section IV.F ($66,465,000 = 3 hrs. × $527.5/hr. × 42,000 covered entities). 613See infra section IV.F (‘‘We estimate that the annual printing and mailing costs for the transition notices would be approximately $217,000,000 in the first year and $0 in subsequent years’’). content required in a notice of internet availability under current rule 14a–16. Obligation of Covered Entities To Provide Paper Copies of Covered Information and Permit Opting Out of E￾Delivery. Covered entities that choose to rely on the proposed rule would be required to provide paper delivery at no extra charge to any covered recipient who requests paper delivery.599 We estimate that, in the aggregate, covered entities would incur one–time initial costs of approximately $33 million,600 and recurring annual costs of $32 million per year, which includes the paper and mailing costs related to the free delivery of documents upon request.601 This estimate reflects the average cost of compliance across covered entities; these costs would be lower for covered entities delivering proxy statements, information statements, or annual reports to security holders under Regulations 14A and 14C because those entities must provide paper copies for free under current rule 14a–16.
Identifying and Remediating E￾Delivery Failures. Covered entities that choose to rely on the proposed rule would be required to adopt and implement written policies and procedures reasonably designed to identify and remediate failed electronic delivery.602 These policies and procedures would be designed so that, if any failed electronic delivery is identified, the covered entity would under the conditions of the proposed rule promptly take reasonable remediation steps, including obtaining a new electronic address or delivering the covered information in paper format until the covered recipient provides a new electronic address. We estimate that, in aggregate, covered entities would incur one–time initial costs of $66 million and recurring annual costs of $22 million to adopt and implement written policies and procedures reasonably designed to identify and remediate failed electronic delivery.603 Website Availability of Covered Information. Proposed Reg E-Delivery would require covered entities that rely on the proposed rule and deliver covered information through a statement of availability, rather than direct delivery, to maintain a website that meets certain requirements.604 The covered entity also would be required to adopt and implement written policies and procedures reasonably designed to ensure that the covered information is made available and remains available in the manner required by the proposed rule.605 We estimate that, in aggregate, covered entities would incur one-time initial costs of $114 million and recurring annual costs of $51 million to comply with the website availability requirements of the proposed rule.606 This is based on the estimate that 42,000 covered entities would choose to rely on the rule and that all would incur the cost of complying with these website requirements. However, Reg E-Delivery does not require the use of a website if a covered entity uses the direct delivery approach for covered information, so some covered entities would not incur website–related costs.607 In addition, based on our understanding of current e-delivery practices,608 we anticipate that covered entities that currently make covered information available on their website would typically already have websites in place that substantially meet the proposed requirements. Accordingly, to the extent that covered entities already have such websites in place or do not rely on a website to deliver covered information, their incremental compliance costs associated with this requirement would be lower.609 Initial and Follow-up Notices.610 Proposed Reg E-Delivery would require the covered entities that choose to rely on the proposed rule to transition covered recipients to default E-delivery to prepare and send out notices to covered recipients currently receiving paper as part of the process of transition to E-delivery. During the transition process, the covered entity would be required to deliver an initial notice to covered recipients receiving
paper for whom the covered entity has an electronic address, and could be obligated to send a follow-up notice to any covered recipient that does not update or confirm an electronic address at any time after receiving the initial notice.611 Both such notices would be delivered in paper. We anticipate that virtually all covered entities that choose to rely on the proposed rule would also choose to transition covered recipients to default e-delivery to take advantage of the associated savings in paper and mailing costs. These covered entities would incur costs of preparing and reviewing the notices that they are required to send to covered recipients who have not expressed a preference for electronic delivery. As the two different notices require nearly identical information and would vary little, we anticipate that covered entities would prepare them simultaneously. We estimate that, in the aggregate, covered entities would incur initial one–time costs of approximately $66 million for preparing and reviewing these notices.612 These covered entities would also incur costs of paper, printing, and postage to deliver the notices to covered recipients, with aggregate costs estimated at $217 million in the first year after the proposed rule goes into effect.613 These estimates are based on the assumption that covered entities would send the same number of notices for each of the initial and follow-up notices. If a covered entity chooses not to send the follow-up notice to a covered recipient who updates or confirms an electronic address after receiving the initial notice, the cost would be lower. Systems. Meeting the requirements of the proposed rule would entail establishing relevant operations and compliance systems. These systems would need to be designed to permit covered recipients to opt out of E￾delivery, to implement and track covered recipients’ delivery preferences, and to detect invalid or inoperable electronic addresses. It is our understanding that many covered entities already maintain operations and systems that can be

614See, e.g., supra footnote 198. 615See Optional internet Availability of Investment Company Shareholder Reports, Investment Company Release No. 33115 (June 22,
2018) [83 FR 2918 (June 22, 2018)] (discussing web￾hosting conditions).
616See NYSE Rule 451 and FINRA Rule 2251. There are maximum rates in these rules that apply to any method of distribution, including paper and electronic delivery. 617 Id. Nominees, or the service provider to which they may outsource the distribution service, typically charge the maximum allowable rates under the SRO rate schedule. See Securities Exchange Act Release No. 90303, SR–NYSE–2020– 96 (Nov. 13, 2020). 618NYSE Rule 451.90(4)(a) provides for a ‘‘Preference Management Fee’’ of ‘‘32 cents’’ ‘‘[f]or each set of proxy materials described in Section 1(b).’’ NYSE Rule 451.90(1(b) provides a definition of ‘‘set of proxy materials’’ (‘‘proxy statement form of proxy and annual report when processed as a unit’’). See Securities Exchange Act Release No. 90303, SR–NYSE–20202–96, at 31 (Nov. 13, 2020). 619The estimate of 4.1% (= $0.32/$7.87) is obtained by dividing the preference management fee ($0.32) by an industry estimate of the cost of mailing the full-set paper proxy package ($7.87), which is the sum of the $4.82 for printing and $3.05 for postage (See Broadridge Proxy Season Key Statistics & Performance Rating, 2025, at 3, available at https://www.broadridge.com/_assets/ pdf/2025proxykeystats_report.pdf). 620See Nov. 2025 ICI Letter, supra footnote 17, app. B tbl3 (stating a preference management fee of $0.16 associated with the delivery of fund proxy voting materials); see also NYSE Rule 451(4)(a) (preference management fees for proxy materials if the account is a managed account) and NYSE Rule 451.90(4)(b) (setting preference management fee rates for investment company shareholder reports, prospectuses, and proxy materials distributed through broker and bank nominee accounts). 621The estimate of 13.5% for shareholder reports and prospectuses, including summary prospectuses, is obtained by dividing the preference management fee ($0.10) by a weighted average of the ‘‘print unit cost’’ and the ‘‘mail unit cost’’ for shareholder reports and prospectuses, as reported in the Nov. 2025 ICI Letter, supra footnote 17, app. B, tbl2. (0.135 = $0.10/((196 x $0.80) + (43.5 x $0.48))/(196

• 43.5)). The estimate of 6.8% for proxy voting
  materials is obtained by dividing the preference management fee ($0.16) for proxy voting materials by the sum of the ‘‘print unit cost’’ ($1.93) and the midpoint of the ‘‘mail unit cost’’ ($0.41) for mailing Continued easily adopted to comply with the requirements of the proposed rule.614 The incremental costs of compliance related to systems may thus be quite limited for covered entities relying on Reg E-Delivery. In addition, for any covered entity that does not already have such systems in place, compliance costs may be mitigated if the entity relies, or is able to rely, on a third party or intermediary for system services, thereby gaining access to economies of scale and scope. We do not have access to data on whether the requirements of the proposed rule regarding methods ofe-delivery and system requirements would require covered entities to make substantial changes to their existing systems or to what extent any such burden may vary across covered entities according to whether they already have such systems in place, and therefore we do not quantify these costs. Rule 30e–3. Covered entities that currently rely on rule 30e–3 would have to make further updates to their systems and procedures to reflect that the shareholder report transmission approach under rule 30e–3 is no longer permitted. However, we do not anticipate that the costs of transitioning to Reg E-Delivery for covered entities that currently rely on rule 30e–3 would be significantly different than the costs for entities that do not rely on rule 30e– 3 under the baseline. Specifically, we believe that the costs associated with rescinding current operating procedures related to the implementation of rule 30e–3 would be minimal, and that the costs of developing new policies and systems to rely on Reg E-Delivery would not be greater than for other entities relying on Reg E-Delivery. In addition, some funds that rely on rule 30e–3 may already post certain fund materials on websites that are maintained by the fund, a broker-dealer firm, or a third￾party service provider of the fund or intermediary, which would mitigate the incremental compliance costs for these funds associated with the website requirements of Reg E-Delivery.615 However, some funds that currently rely on rule 30e–3 may not have electronic addresses for all investors. To the extent this is the case, those funds would not be able to rely on Reg E￾Delivery and instead would have to deliver shareholder reports in paper or obtain these customers’ electronic addresses. We do not have data on the extent to which funds currently rely on rule 30e–3, or the extent to which those funds have electronic addresses for their customers. We are therefore unable to quantify the aggregate costs associated with this effect. E-SIGN Act. Covered entities that choose to rely on proposed Reg E￾Delivery would need to make further updates to their systems and policies and procedures to e-deliver any covered information that would otherwise be
  subject to the consumer consent requirements of the E-SIGN Act, in order to remove the implementation of those requirements (from which we are proposing an exemption). We believe that the costs to covered entities to update current systems and operating procedures to remove the implementation of the E-SIGN Act’s consumer consent requirements would be minimal, and that the costs of developing new policies and systems to rely on Reg E-Delivery for delivering covered information subject to the consumer consent requirements of the E-SIGN Act would not be greater than for other covered entities relying on Reg E-Delivery. (b) Fees and Costs To Deliver Covered Documents Electronically Covered entities may face costs of usinge-delivery as a substitute for paper mail delivery in reliance on the proposed rule. The cost of usinge￾delivery could include the cost of paying a third party for the service of reliably forwarding covered information to covered recipients. The third party may require an initial and/or recurring payment as compensation for its setup or fixed cost of providing this service. The third party also could charge the covered entity on a per-unit (per e￾delivery ) basis to cover its costs. The form and magnitude of a covered entity’s payment to a third party for increased use ofe-delivery under the proposed rule may depend on whether the third party has sole access to the recipient’s contact information (and the covered entity does not have such access), as occurs when a shareholder owns shares in a company through an intermediated account and thus in ‘‘street name,’’ through a nominee, such as a broker-dealer or bank. The costs ofe-delivery would in that instance include costs of compensating the nominee for the service of reliably forwarding the covered information to the covered recipient. The fees that some covered entities pay broker-dealers to forward covered information to intermediated account￾holders are the subject of SRO rules, which set forth maximum rates for compensating broker-dealers for their expenses incurred in forwarding, on behalf of issuers including funds, materials to customers that hold securities in street name.616 There is a maximum ‘‘preference management fee’’ set forth in the SRO rate schedule that applies with respect to each account for which the nominee has eliminated the need to send materials in paper format.617 It varies with the type of covered information. The preference management fee for e-delivery of a set of corporate proxy materials is $0.32,618 or approximately 4.1% of a recent industry estimate of the cost of paper, printing and postage for delivery of corporate proxy materials.619 The preference management fee is $0.10 for e-delivery of fund shareholder reports, prospectuses and summary prospectuses and $0.16 for e-delivery of fund proxy voting materials,620 or 13.5% and 6.8%, respectively, of the estimated costs of paper, printing and postage for delivery of those materials from a recent
  industry study.621 The

fund proxy voting materials from id. (0.068 =$0.16/ ($1.93 + $0.41)). 622See Nov. 2025 ICI Letter, supra footnote 17, app. B tbl3. 623See supra footnote 562 and accompanying text. 624To obtain the estimate of $20.0 million per year, we multiply the reduction factor (0.9025) by an estimate of the number of investment company mailings of covered information annually (272.2 million) from Table 2 and estimates of the ‘‘percentage of intermediated mailings’’ (76%, the mid-point of the range ‘‘67% to 85%’’) and the weighted average of the suppression management fee for such mailings from id. ($0.1072 = $0.16 × 32.5) + ($0.10 × (196 + 43.5))/272.2) from id. ($20.010 million = 0.0925 × 272.2 million × 0.76 × $0.1072). 625 $25 million = $7 million (for corporations) + $20 million (for investment companies). 626Alternatively, where a covered recipient has not provided a covered entity with an email address under the baseline, the covered recipient may simply decide to continue to not provide such an email address to that covered entity, in which instance the covered recipient will continue to receive paper delivery even when the covered entity relies on the proposed rule. See section II.B. There would be no additional cost for requesting paper deliver in these circumstances. 627For example, one working paper found evidence that switching from paper to electronic dissemination of proxy statements leads to a decrease in voter participation; see Rachel Geoffroy, Electronic Proxy Statement Dissemination and Shareholder Monitoring (Working Paper 2018), available at https://ssrn.com/abstract=3264846 (examining how the means of disseminating proxy statements affects shareholder monitoring and estimating that a switch from paper to electronic dissemination reduces total voting participation by about 1% to 2%). 628See section II.B.7. 629See sections II.B.3, II.B.4, II.B.7, II.D. study also provided estimates of the preference management fees that funds would pay under SRO rules for the service of forwarding covered information in electronic form that is currently sent by paper mail to their covered recipients. In the aggregate, the study estimated that funds would be required to pay an additional $11–$25 million annually in incremental preference management fees, if they were to transition all of their paper-mail deliveries to e-delivery.622 The preference management fees set forth in the SRO rate schedule could apply to the use of e-delivery by corporations and investment companies, to the extent they must rely on nominees to forward materials in electronic form on their behalf. To estimate the cost of the preference management fee payments by corporations from increased use of e￾delivery instead of paper mail under the proposed rule, we obtained proprietary data from a service provider on the estimated total cost to corporations of using paper mail to deliver proxy materials. We analyzed the data using the assumptions that 90.25% of mail deliveries of corporate
proxy materials would default to e-delivery under the proposed rule 623 and that corporations would pay the preference management fee from the SRO rate schedule of $0.32 for e-delivery of proxy voting materials. Based on this analysis, we estimate that the cost of the preference management fee to corporations relying on the proposed rule to deliver proxy voting materials to covered recipients would be $7 million per year. To estimate the cost of the preference management fee payments by investment companies from the increased use of e-delivery instead of paper mail under the proposed rule, we obtained data from an industry survey on the preference management fees that investment companies pay currently, by type of covered information, the number of mailings of covered information that occur in paper form currently, and the percentage of those mailings that are to intermediated accounts. We analyzed the data using the assumption that 90.25% of mail deliveries by investment companies would default to e-delivery under the proposed rule and that investment companies would pay the preference management fees from the SRO rate schedule of $0.10 for e￾delivery of fund shareholder reports, prospectuses, and summary prospectuses and $0.16 for e-delivery of fund proxy voting materials. Based on this analysis, we estimate that the cost of the preference management fee to investment companies relying on the proposed rule to delivery fund proxy voting materials, shareholder reports, and prospectuses, including summary prospectuses, to covered recipients would be $20 million per year.624 We thus estimate that the combined cost of the preference management fee to corporations and investment companies would be $27 million per year.625 In cases where the covered entity does not rely on a third party to forward covered information to covered recipients, the covered entity may incur costs of e-delivery in the form of costs of maintaining internal technological systems that are sufficient to comply with the requirements of the proposed rule relating to the reliability of e￾delivery. However, as most such entities that would increase their reliance on electronic delivery under the proposed rule are likely to already have such systems in place to effectuate existing electronic deliveries, we anticipate that for those entities, any marginal cost of making additional electronic deliveries would not be significant. (c) Costs to Covered Recipients Some costs of the proposed Reg E￾Delivery would be borne by covered recipients who prefer paper delivery. First, under the proposed rule, a covered recipient may choose to request paper delivery from a covered entity that chooses to rely on the proposed rule. The covered recipients could incur costs (e.g., time commitment) in making the request for paper delivery.626 Second, a covered recipient who prefers paper may nevertheless choose not to request paper. In that instance, the mismatch between the actual and preferred form of
delivery would be a cost of the proposed rule. This mismatch could impede the review and usefulness of covered information for some of these covered recipients.627 To the extent that covered recipients regard the ability to print the covered information as a substitute for receiving paper delivery, they would weigh the cost of printing the information against the cost of communicating their preferences or adjusting to e-delivery. The magnitude of these costs to covered recipients would vary across recipients depending on the strength of their preferences for paper relative to e￾delivery and on how easily they are able to communicate their preferences under the proposed rule. For example, recipients who are indifferent between paper and e-delivery need not incur any such costs. Conversely, recipients that have provided the covered entity with an electronic address but prefer paper delivery and face greater burdens (e.g., time constraints, other frictions) in communicating this preference could incur more significant costs from the change in the delivery default.628 These recipients would have to (1) incur the burden of requesting paper from covered entities that rely on the proposed rule, (2) experience the inconvenience or disutility of receiving e-delivery when they prefer paper or (3) incur the cost of printing the electronically delivered documents themselves. The costs from the proposed rule on covered recipients who prefer paper delivery and would receive default e￾delivery would be mitigated to some extent by the provisions of the proposed rule that are designed to permit and ensure easy communication of preferences. For example, every time covered information is delivered via e￾delivery under the proposed rule, the e￾delivery includes information about how to request paper, so these instructions would be frequently communicated to covered recipients.629 There may also be costs to covered recipients receiving e-delivery of

630See supra footnote 60.
631See supra sections II.B and II.C. 632See supra section III.C.2.c. 633See supra section III.C.1.a. 634See id. and supra footnote 562 and accompanying text. 635See infra Table 6 for present value of monetized benefits and costs over 10 years. covered documents. E-delivery may present certain risks to covered recipients, including privacy and cybersecurity risks associated with delivering PFI by e-delivery; and website communication system outages.630 Any such costs would be mitigated by the safeguards that are designed to address these risks.631 In addition, it may be more costly for some covered recipients to access covered information that contains PFI to the extent complying with the requirements of proposed Reg E-Delivery make it more difficult for the covered recipient to receive and make use of the covered information. For example, some covered recipients who do not currently access information containing PFI by going into the covered entity’s website would be required to do so and enter their user ID and password (or other process reasonably designed to safeguard the PFI) under the proposed rule, and this could be a cost of the rule for those covered recipients. For some recipients who benefit from storing physical copies of documents, the migration from paper to electronic delivery as a result of the proposed rule could introduce costs arising from the extra steps (e.g., downloading and printing) that the recipient would need to take to retrieve and retain the document and associated disincentive that this may create to retain the document. Finally, as with cost savings, to the extent that covered entities pass through their compliance cost and other costs to deliver covered documents (including fees) to their covered recipients, then these covered recipients would also experience increased costs arising from their relationship with covered entities under the proposed rule.
3. Monetized Benefits and Costs
In this section, we present estimates of aggregate monetized benefits and costs. These totals include only benefits and costs that are monetized in the economic analysis and thus do not encompass all of the proposed rule’s benefits and costs. For example, we were not able to quantify the burden in time and attention for certain covered recipients who prefer to receive paper to opt out of default e-delivery.632 (a) Initial and Annual Aggregate Monetized Benefits and Costs We estimate that the proposed rule would yield aggregate annual cost savings (i.e., benefits) for covered entities of approximately $463 million annually.633 This figure is based on a set of assumptions, including that 95% of covered entities would choose to rely on the proposed rule and that 95% of current recipients of paper mailings from those covered entities would transition to e-delivery.634 In section III.C.2.a, we provided estimates of annual aggregate compliance costs to covered entities that we estimate would choose to rely on proposed Reg E-Delivery across certain provisions of the proposed rule. In
section III.C.2.b, we provide estimates of
annual aggregate preference management fees. As shown in Table 4, we estimate initial one-time costs to covered entities of $511 million, and annual costs of $426 million in the first year and $209 million in the second year onward.
TABLE 4—AGGREGATE MONETIZED COST ESTIMATES BY SOURCE
[Millions of $]
Source of cost Initial costs Annual costs Year 1 Year 2 onward Disclosure of E-Delivery (for new covered recipients) ............................................................................ 33 11 11 E-Delivery Methods ................................................................................................................................. 199 66 66 Delivery in Paper on Request ................................................................................................................. 33 32 32 Identifying and Remediating E-Delivery Failures .................................................................................... 66 22 22 Website Availability .................................................................................................................................. 114 51 51 Initial and Follow-up Notices (for covered recipients currently receiving paper as of Reg E-Delivery effective date) ....................................................................................................................................... 66 217 0 Preference Management Fees ................................................................................................................ 0 27 27 Total .................................................................................................................................................. 511 426 209 aThis table provides a summary of the costs associated with each of the compliance conditions (sources of compliance cost) discussed in sec￾tion III.C.2.a. The cost of compliance with the ‘‘Notices’’ requirement is zero in years 2 and onward because notices would be sent out only in year 1. We summarize our estimates of aggregate monetized benefits and costs in Table 5.635
TABLE 5—AGGREGATE MONETIZED BENEFITS AND COSTS ESTIMATES
[Millions of $]
Aggregated monetized effects Initial effects Year 1 Year 2 onward Benefits .................................................................................................................................................... 0 463 463 Costs ........................................................................................................................................................ 511 426 209

636See E.O. No. 12866 (Sept. 30, 1993), 58 FR 51735, 51741 (Oct. 4, 1993) (requiring agencies to provide an analysis of benefits, costs, and regulatory alternatives to OIRA for significant regulatory actions); OMB, Circular A–4, at 31–34, 45 (Sept. 17, 2003) (providing guidance to agencies regarding compliance with E.O. 12866); see also E.O. No. 14215 (Feb. 18, 2025), 90 FR 10447, 10448 (Feb. 24, 2025) (requiring independent agencies to comply with E.O. No. 12866). In addition, E.O. 14192 requires agencies to provide their best approximation of the total costs or savings associated with each new regulation or repealed regulation consistent with the analyses required by E.O. 12866. See E.O. No. 14192 (Jan. 31, 2025), 90 FR 9065, 9066 (Feb. 6, 2025). 637See Circular A–4, at 32. 638See id. at 31 (stating that ‘‘[t]he ending point should be far enough in the future to encompass all the significant benefits and costs likely to result from the rule’’). For the purposes of this analysis, we assume the effective date of the proposal, as well as the start year for the analysis’s time horizon, is the present year. 639See id. at 32 (‘‘The Rationale for Discounting’’) and 45 (‘‘Treatment of Benefits and Costs over Time’’); see also OIRA, Regulatory Impact Analysis:
A Primer, at 11 (Aug. 15, 2011), available at https:// www.reginfo.gov/public/jsp/Utilities/circular-a-4_ regulatory-impact-analysis-a-primer.pdf (‘‘To provide an accurate assessment of benefits and costs that occur at different points in time or over different time horizons, an agency should use discounting. Agencies should provide benefit and cost estimates using both 3 percent and 7 percent annual discount rates expressed as a present value as well as annualized.’’); Harvey S. Rosen & Ted Gayer, Public Finance 151 (8th ed. 2008) (defining present value as ‘‘the value today of a given amount of money to be paid or received in the future’’). 640This approach is consistent with the recommended treatment of benefits and costs over time in Circular A–4. See id. at 45 (‘‘You should present annualized benefits and costs using real discount rates of 3 and 7 percent’’). 641For each discount rate, the annualized monetized benefits (costs, respectively) in Table 7 represent the constant annual stream of benefits (costs, respectively) whose present value over the time horizon equates the corresponding present value in Table 6. See note a, Table 7 for additional calculation details. 642The annualized benefits and costs present these values over the 10-year time horizon, starting in the present year. (b) Present Values and Annualized Values of Aggregate Monetized Benefits and Costs Consistent with the requirements of Executive Order 12866, the Commission reports estimated total monetized benefits and costs for all affected entities in two additional ways specified in OMB Circular A–4.636 These two presentations address the fact that the benefits and costs of the proposed rule accrue at different points in time, and that benefits and costs realized sooner are generally more valuable than those realized later.637 We report (1) the present values of expected benefits and costs that are monetized in our economic analysis, aggregated across all affected entities over a 10-year time horizon starting in 2026, and (2) the annualized values over the same time horizon, derived from the present values. This time horizon represents the period over which the principal benefits and costs that are monetized in the Economic Analysis are expected to accrue.638 The present values and annualized values account for the timing of benefits and costs through discounting, which is a procedure that accounts for the time value of money.639 Throughout this Economic Analysis, we have provided estimates of the benefits and costs of the proposed rule on an annual basis. The monetized benefits are the cost savings from the proposed rule that were presented in
section III.C.1.a. The monetized costs
are the compliance costs and fee costs from the proposed rule that were presented in sections III.C.2.a and III.C.2.b, respectively.
Table 6 provides the present
discounted values of these monetized annual benefits and costs. The analysis uses annual real discount rates of three percent and seven percent over a 10- year time horizon, starting in 2026. We estimate that the present value of total monetized benefits is about $4,008 million using a three percent discount rate and about $3,364 million using a seven percent discount rate. We estimate that the present value of total monetized costs is about $2,534 million using a three percent discount rate and about $2,239 million using a seven percent discount rate.
TABLE 6—PRESENT VALUE OF MONETIZED BENEFITS AND COSTS OVER 10 YEARS FROM 2026 TO 2035
[Millions of 2026 dollars] a Estimated effects b 3% real discount rate 7% real discount rate Benefits ............................................................................................................................................................................ $4,008 $3,364 Costs ................................................................................................................................................................................ 2,534 2,239 aThis Table includes only benefits and costs that are monetized. As discussed in this economic analysis, there are other benefits and costs that we are not able to monetize. bFor each discount rate, the present value calculations are based on these assumptions: (i) all one-time monetized costs are incurred imme￾diately and not discounted; (ii) all recurring annual monetized benefits and costs begin to accrue in the first year in which affected entities rely on the proposed rule; (iii) recurring monetized benefits and costs occur in a steady stream. We use a mid-year discount rate.
Table 7 reports annualized aggregate
monetized benefits and costs using real discount rates of 3 percent and 7 percent over a 10-year horizon.640 The lump sum present values of aggregate monetized benefits and costs reported in
Table 6 are converted in Table 7 into a
constant stream of annualized benefits and costs over a 10-year time horizon, starting in 2026.641 Annualized benefits and costs may differ from the sum of recurring monetized annual benefits and costs discussed earlier in this Economic Analysis because they incorporate the timing of benefits and costs through discounting, and combine one-time and recurring benefits and costs.642 We estimate that annualized total monetized benefits are about $463 million per year using a three percent discount rate and about $463 million per year using a seven percent discount rate. We estimate that annualized total monetized costs are about $293 million per year using a three percent discount rate and about $308 million per year using a seven percent discount rate.

643See, e.g., Craig Lewis & Joshua White, Deregulating Innovation Capital: The Effects of the JOBS Act on Biotech Startups, 12 Rev. Corp. Fin. Stud. 240 (2023); see also Michael Dambra & Matthew Gustafson, Do the Burdens to Being Public Affect the Investment and Innovation of Newly Public Firms?, 67 Mgmt. Sci. 594 (2021) (finding that the JOBS Act exemptions led to more efficient investment for newly public companies with the elimination of certain disclosure, auditing, and governance requirements for a subset of newly public firms). See also supra section III.C.1 (discussing the anticipated cost savings in printing, mailing and postage costs for covered entities that choose to implement default e-delivery). These cost savings could be partially offset by any fees and costs to deliver covered information electronically, as discussed in section III.C.2.b. 644While we anticipate that covered entities would, in aggregate, experience net cost savings as a result of relying on proposed Reg E-Delivery, some covered entities, including any covered entities that may choose not to implement default e-delivery, could experience net cost increases. See supra section III.C.2.a (discussing the costs of complying with the conditions of proposed Reg E￾Delivery to e-deliver covered information, which costs are summarized in Table 4). 645To the extent smaller covered entities would rely on a third-party service provider to transition to compliance with proposed Reg E-Delivery, this could mitigate any competitive disadvantage, as it would allow such covered entities to gain access to economies of scale and scope indirectly. See supra
section III.C.2.a (discussing the use of service
providers to access economies of scale and scope in the context of establishing operations and compliance systems). 646See supra section III.C.1.b. E-delivery also sidesteps the risk that paper mail may get lost or stolen. 647See supra footnote 627 and accompanying text. 648See supra footnote 630 and accompanying text.
TABLE 7—ANNUALIZED MONETIZED BENEFITS AND COSTS OVER 10 YEARS FROM 2026 TO 2035
[Millions of 2026 dollars] a Estimated effects b 3% real discount rate 7% real discount rate Benefits ............................................................................................................................................................................ $463 $463 Cost .................................................................................................................................................................................. 293 308 aThis Table includes only benefits and costs that are monetized. As discussed in this economic analysis, there are other benefits and costs that we are not able to monetize. bFor each discount rate, the annualized values are calculated by dividing the corresponding present values in Table 6 by the sum of discount factors over the time horizon. The discount factor in year t of the time horizon is equal to 1/(1 + discount rate) (t 0.5). D. Effects on Efficiency, Competition and Capital Formation The proposed rule is expected to lower the costs to covered entities of delivering covered information to covered recipients. Lower delivery costs would reduce the resources that covered entities devote to certain compliance activities and allow those resources to be reallocated toward alternative productive uses (such as the provision of investment advice for an adviser), thereby enhancing the efficiency of capital allocation and potentially lowering barriers to entry.643 Conversely, the costs of complying with the provisions of proposed Reg E￾Delivery would reduce these effects.644 To the extent that any net cost savings would be proportionally larger for larger covered entities compared to smaller covered entities, this could create a competitive advantage for larger covered entities.645 To the extent that some covered entities pass through the associated cost savings to covered recipients, covered recipients would also benefit, such as through lower fees. Where covered recipients are investors, a reduction in their costs of investing could help promote capital formation and competition among certain covered entities for that capital. The proposed rule is expected to increase the number of covered recipients receiving electronic delivery of covered information. Some of those recipients could benefit from an enhanced review of that information,646 which can improve their ability to incorporate such information in their valuation of asset prices and to make informed decisions about whether to buy or sell securities or how to allocate investments in funds. This could add to the efficiency gains of the proposed rule. Conversely, the proposed rule would impose costs on covered recipients who prefer paper delivery, as they would have to either allocate their time and attention to request paper delivery or experience disutility from being migrated to e-delivery, which may include the out-of-pocket cost of printing e-delivery documents in paper form. To the extent that some of those covered
recipients may nevertheless choose not to request paper, the mismatch between the actual and preferred form of delivery could impede the review and usefulness of covered information for some of these covered recipients, reducing the efficiency of informed capital allocation.647 Also, by increasing the number of covered recipients that get e-delivery of covered information, the proposed rule would increase the number of covered recipients that can be exposed to certain risks associated with e-delivery, such as privacy and cybersecurity risks associated with delivering PFI by e￾delivery and website communication system outages.648 These effects could offset some of the efficiency gains of the proposed rule. E. Reasonable Alternatives

1. Charging for Paper Delivery
   The proposed rule would require covered entities to permit covered recipients to opt out of e-delivery on a document-by-document basis, free of charge. The proposed rule also would require covered entities to provide a paper copy of any covered information, free of charge upon request, for as long as the covered entity is required to retain the covered information under the Federal securities laws. We considered permitting covered entities that choose to rely on the proposed rule to charge for paper delivery at their discretion. In that instance, we could require covered entities to disclose their policy on providing paper free of charge (or as applicable, their policy for charging for opting out of e-delivery or for requests for paper copies) in the notices that they send to covered recipients of their intent to rely on the proposed rule. We also considered whether information about the cost of providing paper delivery to the recipient should be included in the notice and, if so, what other information should be disclosed about a covered entity’s policies on providing paper free of charge and whether or how this should be disclosed. The effect of charging for paper delivery under Reg E-Delivery would be to provide a disincentive for recipients to opt out of e-delivery or to request paper copies of covered information, and which would likely reduce the occurrence of paper deliveries under the proposed rule. This would increase the savings in printing and mailing costs from the proposed rule and could potentially increase the number of