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IAA Regulatory Relief Chart

Updated April 12, 2023

This chart is focused on issues of interest for SEC-registered investment advisers as a result of the COVID-19 pandemic and does not reflect the entirety of each SEC order or relief. This chart is not intended to be a comprehensive treatment of each issue an adviser must consider in response to regulatory requirements and is not a substitute for legal advice. The information in this chart may change. The IAA undertakes no responsibility to update this chart.

Filing/ReportDateOrder Name and LinkRelief/TimeConditions/GuidanceNotes
Disclosure of Paycheck Protection Loan in Form ADV Brochure4/27/20 (SEC FAQ posted)Division of Investment Management Coronavirus (COVID-19) Response FAQs – SEC FAQ II.4N/AThe staff stated that, as a fiduciary under federal law, an adviser must make full and fair disclosure to clients of all material facts relating to the advisory relationship. If the circumstances leading a firm to seek a PPP loan or other type of financial assistance constitute material facts relating to the advisory relationship with clients, it is the staff’s view that the firm should provide disclosure of, for example, the nature, amounts and effects of such assistance. If, for instance, the adviser requires such assistance to pay the salaries of its employees who are primarily responsible for performing advisory functions for clients, it is the staff’s view that the adviser would need to disclose this fact.

In addition, if the firm is experiencing conditions that are reasonably likely to impair its ability to meet contractual commitments to its clients, the adviser may be required to disclose this financial condition in response to Item 18 (Financial Information) of Part 2A of Form ADV (brochure), or as part of Part 2A, Appendix 1 of Form ADV (wrap fee program brochure).

See changes to PPP in H.R.133 – Consolidated Appropriations Act, 2021 (12/27/20); See also: Small Business Administration (SBA) PPP Webpage; SBA/Treasury Department FAQs on PPP loan eligibility and other guidance, including but not limited to:

  • SBA guidance on a borrower’s good faith “necessity certification” that it must take into account its current business activity and ability to access other sources of liquidity sufficient to support its ongoing operations in a manner that is not significantly detrimental to the business;
  • For a borrower that received PPP loans with an original principal amount of less than $2 million (together with its affiliates): New SBA guidance announced in FAQ 46 on May 13, 2020 that such a borrower will be deemed to have made the required certification concerning the necessity of the loan request in good faith.
  • SBA has determined that this safe harbor is appropriate because borrowers with loans below this threshold are generally less likely to have had access to adequate sources of liquidity in the current economic environment than borrowers that obtained larger loans. This safe harbor will also promote economic certainty as PPP borrowers with more limited resources endeavor to retain and rehire employees. In addition, given the large volume of PPP loans, this approach will enable SBA to conserve its finite audit resources and focus its reviews on larger loans, where the compliance effort may yield higher returns; and
  • For a borrower that received PPP loans with an original principal amount of more than $2 million (together with its affiliates): SBA guidance announced in FAQ 46 on May 13, 2020 that SBA will review borrower’s access to other sources of liquidity under guidance in FAQs 31 and 37. However, if SBA determines the certification was improperly made, and the loan proceeds are then repaid, SBA will not pursue enforcement or referrals to other agencies based on the certification.
No-Action Relief for Item 1.F of Form ADV Part 1A (reporting principal office and place of business) and Section 1.F of Schedule D (reporting each office, other than your principal office and place of business, at which you conduct investment advisory business)3/16/20 SEC Staff FAQ on Form ADV: Item 1F (last updated 4/6/21)Staff Responses to Questions about IARD and Form ADVNo-action position for reporting temporary teleworking addresses of its employees operating under BCP plan due to COVID-19An adviser’s employees are temporarily conducting investment advisory business from a temporary location other than their usual place of business (e.g., their homes) as part of the adviser’s business continuity plan due to circumstances related to COVID-19

On April 6, 2021, the SEC added the following:

For purposes of this FAQ, “temporarily teleworking” includes prolonged plans to telework, provided that the firm maintains a physical office location.

Annual shareholder meetings

Proxy materials

Staff Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns (last updated 1/19/22)

See also: SEC Update on COVID-19 Relief (last updated 1/19/22)

In circumstances where delays in printing and mailing full sets of proxy materials and challenges in complying with the proxy notice and access rule (Rule 14a-16) are unavoidable due to COVID-19 related difficulties, an issuer may use the notice-only delivery and not meet all aspects of the Rule’s notice and timing requirementsThe issuer provides shareholders with proxy materials sufficiently in advance of the meeting to review these materials and exercise their voting rights under state law.Guidance on changes in date, time, and location of a shareholder meeting apply to annual and special meetings

Similar guidance applies to a meeting held by an investment company in connection with a business combination or other transactions registered on Form N-14

In-person Investment Company Board meetings6/19/20SEC Order, Release No. IC-33897

See also: SEC Update on COVID-19 Relief (last updated 1/5/21)

Exempt from holding in-person Board meetings

Began March 13, 2020

The period covered was extended through no earlier than December 31, 2020. The SEC will issue a public notice giving at least two weeks’ notice before terminating the relief.

  1. Necessary or appropriate due to COVID-19;
  2. Votes are cast at a meeting in which all participating directors can hear each other simultaneously during the meeting; and
  3. The Board, including a majority of the independent directors, ratifies the action at the next in-person meeting.
Superseded March 25 Order, Release No. IC-33824, with respect to the In-person Board Relief Only

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