IAA Supports SEC Regulation E-Delivery Proposal
September 21, 2026
Vanessa A. Countryman
Secretary
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549-1090
Re: Electronic Delivery of Information Under the Federal Securities Laws [SEC Rel. Nos. 33-11430; 34-105921; 39-2564; IA-6980; IC-36252; File No. S7-2026-25]
Dear Ms. Countryman:
The Investment Adviser Association (IAA)[1] welcomes the opportunity to comment on the Securities and Exchange Commission’s (SEC or Commission) proposed Regulation E-Delivery (Reg E-Delivery), which would permit advisers and other “covered entities” to use electronic delivery (e-delivery) as the default method for delivering required communications under the Federal securities laws, while preserving investors’ ability to opt out and continue to receive paper documents.[2] The IAA strongly supports the Proposal and appreciates the Commission’s efforts to modernize its e-delivery framework.
The Proposal represents an important and long-overdue modernization of the Commission’s e-delivery requirements and is consistent with the IAA’s longstanding advocacy for a framework that recognizes e-delivery as the default method of delivery while preserving investor choice.[3] We commend the Commission for taking this significant step and for developing a thoughtful and comprehensive Proposal.
We especially appreciate the Commission’s extensive requests for feedback on how the framework should operate in practice. Our recommendations are intended to further the Commission’s objectives, not change the fundamental direction of a Proposal we strongly support, by making the final framework more principles based, technology neutral, and operationally workable while protecting investor choice and information security.
We also agree with the Commission’s determination in the Proposal that e-delivery offers significant benefits to investors and market participants. Electronic delivery reflects how investors increasingly choose to receive information and provides faster and more convenient access to information, enhanced information security, and reduced printing and mailing costs. A modern, technology-neutral framework can improve an investor’s experience while reducing unnecessary burdens and costs for advisers.
I. Executive Summary
The IAA strongly supports the Commission’s Proposal to make e-delivery the default method for delivering required communications. At the same time, Reg E-Delivery should preserve investor choice and existing adviser-client communication preferences and provide advisers flexibility to accommodate how their clients choose to receive information. Reg E-Delivery also should not foreclose other appropriate means of satisfying delivery obligations, including affirmative consent and, in appropriate circumstances, an access-equals-delivery approach.
More broadly, we encourage the Commission to adopt a principles-based and technology-neutral framework that can evolve with technology and changing client communication practices. The final rule should avoid unnecessary prescriptive requirements that may increase costs and operational complexity without corresponding benefits to investors and, in some cases, could detract from the investor disclosure experience.
We specifically recommend that the Commission:
A. Adopt a more flexible framework for e-delivery
- Adopt an evergreen, technology-neutral safe harbor for e-delivery by replacing the proposed comparison to paper delivery with a principles-based standard focused on whether the e-delivery method is reasonably designed to provide effective access to covered information. In our view, this modification to the Proposal would make the rule more evergreen over time.
- Grandfather existing e-delivery arrangements by permitting advisers to continue delivering covered information electronically to investors that are already receiving information electronically under existing arrangements, without requiring those clients to transition to the new Reg E-Delivery framework. Preserving established adviser-client communication preferences would avoid unnecessary operational burdens and potential client confusion from requiring new notices or changes to delivery arrangements that clients have already established and that are working effectively.
- Maintain the use of affirmative consent within Reg E-Delivery by confirming that clients may affirmatively elect or return to e-delivery at any time, including after opting out, and that advisers may continue to rely on affirmative consent, together with compliance with the other applicable requirements of Reg E-Delivery, to satisfy their delivery obligations.
- Permit an access-equals-delivery approach in appropriate circumstances, particularly for institutional investors and financial intermediaries, by allowing covered entities to satisfy applicable delivery obligations by making covered information readily accessible electronically to recipients capable of accessing and evaluating that information, while preserving the Commission’s ability to expand this approach to additional types of covered information or recipients in the future.
B. Clarify the scope and operation of Reg E-Delivery
- Confirm the definition of covered information and provide greater flexibility regarding electronic addresses, including by confirming that Reg E-Delivery encompasses applicable delivery requirements arising from Commission and staff guidance and orders; allowing advisers to rely on objective indicators of a client’s intended use of electronic addresses; and permitting appropriate reliance on addresses obtained through affiliates and service providers.
- Permit greater flexibility in e-delivery disclosures and communications, including by allowing global or categorical descriptions of the information subject to e-delivery, permitting multiple notices and documents to be combined where appropriate, and allowing consolidated delivery for related accounts and recipients. These changes would reduce unnecessary disclosures and communications that could increase costs and contribute to investor confusion or notification fatigue.
C. Adopt a principles-based approach to personal financial information (PFI)
- Align the definition of PFI with the existing definition of “sensitive customer information” under Regulation S-P and allow PFI to be delivered through any method reasonably designed to safeguard the information, including direct secure e-delivery where that is the investor’s preference.
- Simplify the Statement of Availability and provide flexibility in how investors securely access PFI by eliminating unnecessarily detailed and duplicative disclosures and clarifying that adviser portals, apps, custodian platforms, service-provider platforms, and other electronic locations designated by the adviser may be used to provide secure access to covered information.
D. Provide reasonable flexibility for paper delivery by permitting advisers to charge reasonable fees and expenses associated with paper delivery; recognizing circumstances in which clients have knowingly agreed to e-delivery as a condition of participating in a particular advisory program or service; permitting advisers to offer global paper or electronic preferences rather than requiring document-by-document “mix and match” delivery; replacing the proposed three-business-day paper-delivery deadline with a principles-based standard; and establishing a simpler, uniform period during which previously delivered information must remain available in paper form.
E. Simplify the transition to default e-delivery by replacing the proposed 180-day and 30-day notices with a single notice at least 30 days before the transition and permitting that notice to be combined with other client mailings so long as it is clear and prominent.
F. Provide flexibility in identifying and remediating failed electronic deliveries through reasonable policies and procedures tailored to an adviser’s delivery methods and business models. A failed delivery to one electronic address should not automatically require paper delivery or constitute an investor opt-out, and advisers should be permitted to use another valid electronic address or take other reasonable remediation steps before switching to paper.
G. Avoid new prescriptive recordkeeping requirements and allow advisers to demonstrate compliance through existing controls and recordkeeping practices, including their existing obligations under Advisers Act Rule 204-2, to the extent applicable.
H. Ensure Reg E-Delivery accommodates AI and other emerging technologies by confirming that tools that help investors navigate, locate, summarize, and understand covered information do not, by themselves, modify the covered information or create additional delivery obligations.
I. Adopt the proposed E-SIGN Act exemption so that E-SIGN’s affirmative-consent requirements do not impede the default e-delivery framework contemplated by Reg E-Delivery.
Our comments and recommendations are discussed in detail below.
II. Discussion
A. Adopt a More Flexible Framework for Electronic Delivery
1. Adopt an Evergreen, Technology-Neutral Safe Harbor
Proposed Reg E-Delivery provides a safe harbor to deliver covered information under the Federal securities laws without obtaining affirmative consent to e-delivery. According to the Proposal, however, a covered entity could rely on different methods of e-delivery as long as the method used “provides assurance comparable to paper delivery that the required information will be delivered.”[4] To ensure that Reg E-Delivery remains evergreen, we encourage the Commission to move beyond paper delivery as the benchmark for evaluating e-delivery methods. While paper has historically served as the baseline for satisfying delivery obligations, tying an e-delivery standard to paper may unnecessarily constrain how covered entities use current and future technologies to communicate with investors.
We recommend that the standard instead focus on whether the method of e-delivery is reasonably designed to provide effective access to the covered information, rather than tying the standard to paper delivery.[5] We also believe that the final framework should not unnecessarily prescribe particular technologies, formats, or methods for presenting covered information.[6] At the same time, the regulatory framework should encourage – rather than inadvertently discourage – covered entities to use technology to make required disclosures more accessible, navigable, and user-friendly for investors. Electronic delivery offers opportunities to improve the disclosure experience in ways that paper cannot, including through tools that help investors locate and engage with the information most relevant to them.
Basing the standard on paper delivery could discourage innovation by encouraging firms to replicate a paper-based disclosure experience in an electronic environment. A principles-based standard focused on effective access would better advance the Commission’s modernization objectives, preserve investor protections, and allow the framework to evolve as technology and investor communication practices change.[7]
2. Grandfather Existing E-Delivery Arrangements
We appreciate the Commission’s recognition that requiring additional notices for clients already receiving information electronically would impose significant burdens and costs with limited, if any, benefit and could create confusion for those clients.[8] Consistent with that rationale, we recommend that the Commission go further and grandfather existing e-delivery arrangements that are operating effectively under the Commission’s current e-delivery framework.
Specifically, advisers should be permitted to continue delivering covered information electronically to investors that are already receiving information electronically under existing arrangements, without requiring those arrangements to be transitioned to the new Reg E-Delivery framework. This is especially appropriate because these clients have already affirmatively consented to e‑delivery. The investor protection concerns associated with defaulting a client to e-delivery without affirmative consent are not present to the same degree where the client has already knowingly elected to receive information electronically. Grandfathering these arrangements would preserve established adviser-client communication preferences and avoid unnecessary operational burdens and potential client confusion that could result from requiring advisers to modify delivery arrangements that clients have already established and that are working effectively.
The new requirements under Reg E-Delivery would thus apply when an adviser seeks to rely on the new default e-delivery framework, without unnecessarily disrupting existing e-delivery arrangements. This approach also would be consistent with our recommendation below that affirmative consent remain available as a separate means of satisfying e-delivery obligations.
3. Preserve Flexibility to Rely on Affirmative Consent Within Reg E-Delivery
We recommend that the Commission explicitly confirm that the Reg E-Delivery framework does not foreclose the use of affirmative consent, which should remain a straightforward means for a covered recipient to elect e-delivery. While the Proposal contemplates that covered entities may continue to obtain affirmative consent to e-delivery, that option is not clearly identified in the proposed rule.[9] We request that the Commission update the final rule to expressly provide that a covered entity may rely on affirmative consent to satisfy its delivery obligations under the Federal securities laws as long as it complies with the other applicable requirements of Reg E-Delivery.[10]
Explicitly permitting affirmative consent under Reg E-Delivery is also necessary to provide a clear and easy mechanism for a covered recipient who has opted out of e-delivery to subsequently return to e-delivery. We therefore request that the Commission confirm that an investor receiving paper communications may elect or return to e-delivery at any time through a simple affirmative request or consent. Providing a clear path back to e-delivery would preserve investor choice and avoid uncertainty regarding how an adviser may resume e-delivery after a client has previously opted out.
4. Permit Access Equals Delivery in Appropriate Circumstances
The Commission considered an “access-equals-delivery” approach but did not include it in the Proposal, citing concerns that, without notice of the availability of covered information, recipients may not know when new information is posted and therefore could miss significant developments or time-sensitive disclosures. The Commission recognized, however, that these concerns may be less significant for institutional investors, which may have more robust systems for monitoring disclosures.[11] We believe access-equals-delivery has merit in appropriate circumstances, particularly for institutional investors and financial intermediaries.
Institutional investors and financial intermediaries generally are sophisticated and have greater resources and capabilities to identify and access relevant regulatory information electronically. Providing advisers with the flexibility to rely on an access-equals-delivery model for these investors would create significant efficiencies, particularly for covered communications sent on behalf of multiple advised accounts and would further reduce costs while preserving appropriate delivery protections for retail investors. The Commission has made the distinction between retail and institutional investors in other cases such as Form CRS, which is not required to be delivered to institutional investors. Accordingly, we recommend that the Commission permit advisers to rely on access-equals-delivery to provide covered information to institutional investors and financial intermediaries that do not meet the definition of a retail investor under Advisers Act Rule 204-5.[12]
B. Clarify the Scope and Operation of Reg E-Delivery
1. Confirm the Definition of Covered Information
The Proposal defines covered information broadly to include any information required to be delivered under the Federal securities laws. While we support a broad definition of covered information, it is not clear whether the Reg E-Delivery safe harbor would be available where the delivery obligations under the Federal securities laws are interpreted, implemented, or satisfied pursuant to Commission or staff guidance, interpretative positions, no-action letters, or Commission orders, including exemptive orders.[13] We believe advisers and other covered entities should be able to rely on Reg E-Delivery to satisfy such delivery obligations and recommend that the Commission clarify this in the adopting release. Explicit confirmation that Reg E-Delivery applies to such delivery obligations will help prevent the unintentional effect of limiting reliance on the safe harbor.
2. Provide Flexibility in Using Electronic Addresses
It would also be helpful for the Commission to clarify the definition of an “electronic address” and certain implications surrounding the definition. Proposed section 303.102(a) of Reg E-Delivery requires delivery to an electronic address “that the covered recipient provides (or accepts to use)” to receive covered information. According to the Proposal, an electronic address must be “capable of receiving electronic delivery … and alerting a covered recipient that covered information is available.”[14]
Permit advisers to rely on objective indicators of a client’s intended use of an electronic address.
We are concerned that the requirement that an electronic address be one that the client “provides (or accepts to use) to receive covered information” introduces a subjective evaluation that may create significant difficulties for advisers to operationalize. We understand that an investor “provides” an electronic address by giving that address to a covered entity, whereas an investor “accepts to use” an electronic address (e.g., an inbox in a mobile application or web portal) “by taking steps that indicate a willingness to receive covered information at that electronic address.”[15] However, the Commission then introduces an intent element into the proposed definition of an electronic address by stating that a covered recipient has not provided or accepted to use an electronic address for e-delivery 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.”[16] We are concerned that it will be difficult and, in many cases, impracticable to discern an investor’s subjective purpose for providing a particular electronic address.
Accordingly, we request that the Commission clarify that a covered entity may reasonably rely on an electronic address that is: (i) provided during account opening, (ii) used by the client to communicate with the adviser about account matters, or (iii) maintained as the client’s general contact address, unless the client affirmatively indicates that the electronic address should not be used for regulatory communications. These objective facts provide a reasonable basis for concluding that the client has provided or accepted the address for communications relating to the advisory relationship and would avoid requiring advisers to investigate a client’s subjective intent.
At a minimum, the Commission should clarify that an adviser may make the “purpose” determination reasonably and in good faith based on the facts and circumstances and need not obtain a separate representation or consent from the client regarding use of the address for covered information. Requiring separate consent would effectively reintroduce an affirmative-consent requirement into a framework specifically intended to permit default e-delivery without affirmative consent and cause client confusion.
Permit advisers to rely on electronic addresses obtained through affiliates, intermediaries, and service providers.
The Proposal also does not effectively address the realities of how affiliates and service providers work with advisers in providing client communications. The Proposal states that if the electronic address is “provided” by a person other than the covered recipient, such as a service provider, that electronic address would not meet the definition of an “electronic address” and would not be able to be used for e‑delivery.[17] We are concerned that this approach could materially limit the usefulness of Reg E-Delivery for common advisory business models in which client information is collected or maintained by an intermediary, affiliate, or service provider.
The Commission seeks feedback as to whether there are circumstances under which a covered entity should be permitted to rely on an electronic address provided by another person.[18] The Commission, for instance, references separately managed account (SMA) programs. In wrap fee and SMA programs, a program sponsor may maintain the primary relationship with the client, collect and maintain client information on behalf of participating advisers, and deliver communications to the client. Participating advisers therefore may receive client information, including an electronic address, through the program sponsor rather than directly from the client. Another common example is retirement plans where a plan sponsor or recordkeeper provides information about participants to advisers or other service providers. These are common relationships, and in many such cases the adviser may never directly receive an electronic address from the covered recipient but instead relies on these intermediaries to gather and maintain relevant client information.
Precluding an adviser from relying on such well-established third-party relationships would have the unintended effect of significantly reducing reliance on the proposed rule since the adviser would have limited or no practical means to obtain such information directly from the advisory client. It is also common for advisers to delegate advisory services or rely on affiliates to service client accounts. Requiring an adviser to separately obtain an address that the client has already provided to an affiliate or service provider creates duplicative operational work without providing any corresponding meaningful additional investor protection.[19]
We therefore urge the Commission to permit a covered entity to rely on an address obtained from an affiliate, intermediary, or third party where the covered entity has a reasonable basis to believe that the address was provided or authorized by the covered recipient for communications relating to the relevant account or relationship. This could include, for example, an address obtained through an SMA or wrap fee sponsor, retirement-plan recordkeeper, affiliated adviser, or other intermediary that maintains the client relationship or is authorized to collect or maintain client contact information. We do not believe the adviser should be required to independently re-obtain or verify the address directly with the covered recipient in these circumstances.
No need for separate alerts outside of an e-delivery platform.
We also request that the Commission clarify that there is no obligation for an alert to be provided separately or outside of the electronic address or delivery mechanism to which the covered information is delivered. For example, in the case of covered information that is delivered to a client’s inbox on a firm’s portal, it should be sufficient that the inbox provides a notification that new covered information is available. An adviser should not also be required to generate a separate email, text message, or other external notification. Requiring multiple alerts for the same delivery would add unnecessary communications and could contribute to the notification fatigue that the new e-delivery framework should seek to avoid.
Similarly, where multiple items of covered information are made available at the same time, a single alert identifying or providing access to those items should satisfy the alert requirement. Requiring separate alerts for each item of covered information would unnecessarily increase the volume of client communications and contribute to notification fatigue.
3. Permit Global or Categorical Descriptions of Covered Information
A covered entity that intends to rely on proposed Reg E-Delivery would be required to provide certain disclosures that, among other things, would need to describe the “types of covered information that will be delivered electronically.” The Proposal refers to this disclosure as setting forth the “specific items of covered information.” At the same time, the Commission proposes to rescind the “Global Consent” provisions of its 2000 electronic media interpretive release,[20] which permits an intermediary to obtain global consent to e-delivery of all documents to be delivered by or on behalf of any issuer of securities purchased or held through a particular intermediary.
In light of the language in the Proposal, we request that the Commission modify the Proposal to eliminate the requirement to disclose specific items of covered information and instead permit advisers to disclose that default e-delivery may either apply globally to all documents delivered by or on behalf of the adviser or otherwise relating to the advisory relationship or the disclosure may define the types of covered information broadly by category (e.g., prospectuses, Form ADVs, statements and confirmations, tax documents, or other regulatory communications). Any interpretation requiring covered entities to list all items of covered information with specificity would be operationally burdensome and would result in unnecessarily complex disclosures required under Reg E-Delivery. Requiring greater specificity could also result in lengthy disclosures that are less useful to investors and require frequent updating without providing a corresponding investor benefit.
In addition, if new documents are made available for e-delivery by a covered entity or become subject to a delivery requirement, requiring advisers to update the e-delivery disclosure or separately transition existing covered recipients to e-delivery for each new additional document would be unnecessary and costly. A global or categorical disclosure should therefore encompass new covered information that falls within the scope of the disclosure without requiring additional notice or a new transition process.[21]
4. Permit Multiple Documents and Notices to Be Combined
Advisers should have the ability to combine multiple covered notices and documents into a single electronic communication to streamline delivery. Specifically, we recommend that Reg E-Delivery explicitly permit covered entities to combine required disclosures and notices with one another and with routine client communications. Requiring separate electronic communications for each notice or document could unnecessarily increase the volume of emails and alerts investors receive, contributing to notification fatigue and potentially making it more difficult for investors to identify and focus on important communications.
We also appreciate the Commission’s request for comment regarding the practice of “householding” and shared electronic addresses, as this could have significant implications for advisers serving spouses, family accounts, trusts, and related accounts. Accordingly, we recommend that Reg E-Delivery permit advisers to consolidate the delivery of covered information for related accounts and recipients where appropriate. For example, where spouses, family members, trusts, or other related accounts use a common electronic address for account communications, Reg E-Delivery should not require separate e-delivery solely because the covered information relates to different accounts or recipients. Permitting consolidated delivery in appropriate circumstances would streamline client communications and avoid unnecessary duplicative notices.
C. Adopt a Principles-Based Approach to PFI
1. Align the Definition of PFI with Regulation S-P
Proposed Reg E-Delivery defines “personal financial information” to mean any information specific to a covered recipient’s personal financial matters, such as an account number or details regarding specific securities transactions. We believe that the proposed definition of PFI is vague and may be overbroad in certain situations. For example, some firms identify the name of the security purchased or sold when sending notice that an immediate confirmation is available. This approach has been specifically requested by clients in some cases, so that they can quickly determine the relevance of the underlying communication. However, under the proposed definition, it appears that the practice of simply naming the security would be considered PFI. This would frustrate client expectations and may actually result in fewer clients accessing the underlying information.
While we fully support the importance of safeguarding client information, we propose that Reg E-Delivery instead define PFI by reference to “sensitive customer information” under section 248.30(d)(9) of Regulation S-P as the Commission suggested in the Proposal.[22] Advisers are already relying on this definition in relation to Regulation S-P and using an existing definition would streamline compliance and simplify operations. If the Commission does not make this change, we suggest that it should at least exclude references to a particular security or to the purchase or sale of that security from the definition of PFI, standing alone, where the communication does not include other information regarding the covered recipient’s position or transaction, such as the number of shares or other amount purchased or sold, transaction price or value, account number, or other sensitive financial information. Merely identifying a security and whether it was purchased or sold does not, without more, reveal the type of sensitive personal financial information that warrants the heightened protections proposed for PFI.
2. Preserve Investor Choice Regarding the Secure Electronic Delivery of PFI
We also believe that the final rule should provide flexibility with respect to the method of delivering PFI. The Proposal contemplates that, in the case of covered information containing PFI, an adviser must first deliver a statement of availability that provides the investor with access to a “website” or other electronic-based location where that information is stored or presented. The proposed approach for delivering PFI is based on current industry practices rather than a forward-looking, technology-neutral approach. Even under existing technology, an adviser could safeguard PFI by sending covered information as a password-protected attachment to an email. At the very least, clients should have the option to express their preferences, and Reg E-Delivery should allow clients to receive PFI directly if they so choose. Moreover, we believe that this prescriptive delivery-method requirement does a disservice to investors that may wish to have PFI delivered directly, either because they are confident that their electronic address is secure (for example, if the electronic address delivers the PFI to the client’s own cryptographically encrypted site), or to minimize the risk that they will need to go to a secondary website address that may expose them to phishing or other hacking.
Rather than specifying the method of delivery, the Commission should simply require that covered information containing PFI be delivered in a manner reasonably designed to safeguard the PFI. As the Commission notes, advisers are already subject to requirements under Regulation S-P to safeguard the personal information of their clients.[23] Our proposed approach of allowing advisers to operate under existing regulatory structures would alleviate the burdens associated with transitioning to Reg E-Delivery while simultaneously providing the flexibility to accommodate future technological advances.
3. Provide Flexibility for Websites, Portals, Apps, and Third-Party Platforms
Additionally, it would be helpful if the Commission could clarify the terms “website” and “leads directly” to help address the operational feasibility of making covered information available. The Proposal requires that the statement provide a “website address” that “leads the covered recipient directly” to the PFI. We are concerned that limiting this information to a “website” is unnecessarily limiting and inconsistent with the otherwise forward-looking, technology-neutral approach of the Proposal. While the Proposal defines a website as also including “an electronic-based location” where information is stored or presented, such as an app, we suggest that the Commission clearly state that adviser portals, custodian platforms,[24] and service-provider platforms and other electronic locations designated by the adviser also qualify as websites that may be used to provide secure access to covered information under the rule. Because advisers may use service providers to deliver PFI to clients in some cases, they may not have complete control over how the information is presented. Given this, the Commission should provide additional flexibility to permit the electronic address to lead to a landing page or the equivalent and should also clarify that an adviser may rely on the representations of others that a website leads directly to the PFI.
4. Simplify Statement of Availability Requirements
We urge the Commission to reconsider the level and detail of the disclosures required in the proposed statement of availability (Statement). The proposed requirements would require covered entities to deliver a significant amount of additional disclosure that may be duplicative of information already provided to the investor and could detract from the Statement’s principal purpose of alerting the investor that covered information is available and facilitating access to that information. As proposed, the Statement must include a prominent statement: (i) alerting the recipient that covered information is available; (ii) identifying the covered information and the covered entity; (iii) providing a brief description of the covered information; (iv) identifying whether the recipient is required to take action within a fixed time frame; and (v) stating whether the covered information is delivered by a person delivering on behalf of the covered entity.[25] The Statement would also have to restate much of the information included in the initial disclosure of e-delivery, including: (vi) the obligation to provide paper copies free of charge; (vii) the investor’s right to opt out of e-delivery; (viii) the ability to update an electronic address free of charge; (ix) the process for an investor to request paper copies, opt out of e-delivery, or update electronic addresses, along with a website through which an investor can make these requests and updates; and (x) any related restrictions or account termination.[26]
We believe that prescribing such detailed requirements is unnecessary and will be unduly operationally burdensome, because it will effectively require that the Statements be customized for each different piece of covered information and, in some circumstances, each recipient. More importantly, repeatedly including extensive information about paper delivery, opt-out rights, address changes, and related procedures may make the Statement longer and, in our view, less useful because it would obscure the information most relevant to the investor at the time of delivery (i.e., notifying the client that covered information is available) and make the Statement more difficult to communicate through certain e‑delivery methods such as text. This result would be inconsistent with the Commission’s stated objective of encouraging Statements that are salient and user-friendly.[27]
We therefore recommend that the Commission substantially simplify the required content of the Statement. At most, the Statement should be required to: (i) identify the covered entity; (ii) identify or briefly describe the category or type of covered information that has been made available; and (iii) provide a direct link or other readily accessible means of accessing the covered information.[28]
D. Provide Reasonable Flexibility for Paper Delivery
1. Provide Flexibility Regarding the Costs of Paper Delivery
Under the Proposal, advisers and other covered entities would be required, upon request, to provide free of charge one paper copy of any information that was previously delivered electronically. We recommend instead that covered entities be permitted to charge reasonable fees and expenses associated with paper delivery. Paper delivery may involve printing, reproduction, vendor, postage, mailing, and other costs that are not incurred with e-delivery. Advisers should remain free to absorb those costs and provide paper delivery without charge, but we do not believe Reg E-Delivery should require them to do so in all circumstances. For example, a client could request paper copies of several years of covered information that had previously been delivered electronically, potentially requiring the adviser or its service providers to retrieve, reproduce, organize, and mail hundreds or even thousands of pages of documents at significant cost.[29] Providing advisers with reasonable flexibility to allocate these costs would further the Commission’s objective of reducing the costs and operational burdens associated with paper delivery while preserving investors’ ability to choose paper.
We further request that the Commission provide a limited exception from the requirement to provide paper delivery free of charge where a client has knowingly and affirmatively agreed to e-delivery as a condition of participating in a particular advisory program or service.[30] Where an adviser elects to provide paper delivery in these circumstances, it should be permitted to charge reasonable fees and expenses associated with doing so.
It is not necessary to require paper delivery where e-delivery is an integral part of the particular advisory program or service and the client has knowingly selected that arrangement. Such advisers or programs do not necessarily maintain the infrastructure to support paper delivery, nor may their fees be structured to cover the related operational expenses. As the Commission recognizes in the Proposal, firms that do not currently provide paper versions of covered information upon request may need to alter their delivery practices to rely on Reg E-Delivery because of the proposed requirement to permit covered recipients to opt out of e-delivery and receive paper delivery free of charge.[31] In these circumstances, the proposed requirements could require an adviser to establish and maintain paper-delivery infrastructure that is inconsistent with the pricing and service model the client knowingly selected.
2. Avoid Requiring Document-by-Document Delivery Preferences
We are concerned with the operational complexity of requiring advisers to provide paper on a document-by-document basis. While some advisers may have the ability to accommodate this type of “mixing and matching” request, many others may face difficulties in managing a wide range of differing client preferences. Requiring advisers to accommodate document-by-document delivery preferences could create significant operational challenges by requiring firms to establish, maintain, and monitor different delivery elections and categories of covered information across clients. This could increase the risk of delivery errors, particularly as client preferences change or new types of covered information become subject to delivery requirements.
Therefore, we request that the Commission not require advisers to offer document-by-document delivery preferences to rely on Reg E-Delivery. This approach would preserve a client’s ability to choose paper delivery while providing advisers flexibility to administer delivery preferences in a manner appropriate for their systems and business models. We believe advisers should have the flexibility to offer more granular preferences, combining some paper and some e-delivery on a voluntary basis if an adviser’s systems support this approach. Advisers that have the systems and operational capacity to offer more granular choices should remain free to do so, but that additional flexibility should not become a regulatory requirement applicable to all advisers.
3. Replace the Three-Business-Day Paper Delivery Deadline with a Principles-Based Standard
As proposed, Reg E-Delivery would require covered entities to send investors one paper copy of any covered information that was previously delivered electronically upon request. The covered entity must send the paper copy within three business days after receiving the investor’s request. This proposed time period is unnecessarily prescriptive and may be difficult to satisfy operationally in many circumstances. Receiving a request for paper, processing that request, formatting and professionally printing the document if it is not already on hand, and mailing it all within three business days may not be practicable, particularly where an adviser relies on a service provider to retrieve, print, or mail the requested information.[32] In addition, such a short time frame could effectively require advisers to print client documents ahead of time and have them on hand “just in case,” defeating some of the efficiencies that the Proposal is intended to achieve through e-delivery. While some types of covered information may be easy to print on demand or easily accessible, others may not be, and requiring such a short turnaround time may have the effect of requiring advisers to maintain paper copies on hand, or expedite requests to obtain historical documents that are not readily available, thereby increasing costs. The time necessary to fulfill a paper request also may depend on the nature and volume of the information requested, the location of the adviser or the investor, and the processes necessary to retrieve, reproduce, and mail it.
We therefore request that the Commission modify proposed Reg E-Delivery to eliminate the specific number of days for sending paper upon request, and instead adopt a principles-based standard requiring covered entities to send requested paper copies without undue or unreasonable delay, taking into account the facts and circumstances, including the nature and scope of the request. This would allow for necessary flexibility, especially considering that advisers often rely on third parties, such as printers or custodians, to deliver or provide copies. Thus, the timing of delivery may depend in part on parties and processes outside of an adviser’s direct control. The modification we request would also avoid technical violations resulting from a rigid deadline even where an adviser acts reasonably and diligently to fulfill a client’s request.
A principles-based standard also would permit advisers to fulfill multiple or voluminous requests in an efficient manner while continuing to require timely responses to client requests. Particularly when combined with the Proposal’s contemplated document-by-document delivery preferences, a rigid three-business-day requirement could require advisers to establish complex processes for individually identifying, retrieving, printing, and mailing covered information. Allowing advisers to fulfill paper requests without undue or unreasonable delay would preserve clients’ ability to obtain paper copies while providing appropriate flexibility to accommodate differences in the nature, volume, and circumstances of those requests.
4. Simplify the Period During Which Paper Copies Must Be Available
The Proposal also requires that, if an investor requests a paper copy of covered information that was previously delivered electronically, the covered entity must provide a paper copy of information delivered during the period for which the covered entity is required to retain that information under the Federal securities laws, or, if there is no applicable retention period, of information delivered during the two-year period preceding the date of the request. Although we appreciate that advisers would be required to retain such communications for the relevant books and records retention period, we believe it will be difficult for advisers to operationalize this requirement, particularly because the period will vary based on the type of covered information. Instead, we suggest that the time period to provide paper copies be fixed to two years from the covered recipient’s request as referenced in the Proposal.[33]
E. Simplify the Transition to Reg E-Delivery
Under the Proposal, an entity wishing to transition clients from paper to default e-delivery would generally be required to provide a paper initial notice at least 180 days before the transition and a follow-up notice 30 days before the transition. We request that the Commission consider significantly shortening this time period and that it allows for a single notice. We believe that a single notice, provided at least 30 days before the transition, will allow sufficient time for a client to make its preferences known. If a client misses this notice and is defaulted to e-delivery, Reg E-Delivery allows the client to opt out of e-delivery and easily switch back to paper with virtually no difficulty.
We believe that a single notice, close in time to when the transition will occur, will be the best and most efficient means of notifying clients of the change. Receiving a notice six months in advance and then continuing to receive paper documents is likely only to confuse clients and prompt questions as to when the transition is supposed to occur, given the significant lapse in time between events. Similar confusion may occur if clients then receive a second, duplicative notice. We believe that the critical client protection is not multiple paper-based notices, but the ability of a client to opt out at any time.
Furthermore, proposed Reg E-Delivery indicates that transition notices sent to covered recipients receiving paper must be provided separately from other types of communications. We understand the Commission’s desire to keep the transition notices separate; however, the separate delivery requirement compounds printing and mailing costs. Instead, we suggest that, while retaining the requirement to provide clear and conspicuous notice of the transition, the Commission eliminate the separate delivery requirement and give advisers the flexibility to combine the transition notices with other mailings. This may also make clients more likely to open and read the notice if it is combined with, for example, their account statement, rather than sent as a separate notice that may appear to be junk mail.
If the Commission is concerned that clients may miss the notice if it is combined with other documents, it could require that the notice appear prominently. For example, the Commission could require the notice to appear as the first item within any combined mailing, in a manner consistent with the prominence it has established for delivery of the relationship summary on Form CRS,[34] since allowing firms to combine the transition notice with a mailing they are already making reduces the one-time implementation cost without diminishing the notice’s prominence.
F. Provide Advisers Flexibility in Identifying and Remediating Failed Electronic Deliveries
We understand that most advisers that use e-delivery have developed “bounce-back” procedures to detect situations where investors are not receiving electronic communications and to take steps to remediate. However, those procedures and the appropriate remediation steps may vary depending on the adviser’s business model, the type of communication that was sent electronically, the method of e‑delivery, and the type of bounce-back, among other factors. We are concerned that the proposed requirement under Reg E-Delivery for advisers to identify and promptly remediate “any failed electronic delivery” may be interpreted to require paper delivery based on a single bounce-back. We do not believe that this is the intent, and that instead the rule is designed to accommodate a range of reasonable procedures on the part of advisers, including allowing for the possibility of follow up inquiry and other investigative steps before transitioning to paper delivery.
Accordingly, we believe that the adopting release for Reg E-Delivery should clarify that whether a single bounce-back or other indication of delivery failure constitutes an actual delivery failure and the appropriate remediation steps should be left to the discretion of the advisers, and the reasonable policies and procedures that they adopt. In addition, the Commission should make clear that an adviser does not have an affirmative duty to investigate or assure itself of successful delivery absent an indication of a failure. We further ask that the Commission confirm that failure to open an email, click a link, access a document, or log into a portal does not constitute a failed delivery and does not create an affirmative duty to investigate.[35] We believe that there should be a clear distinction between affirmative evidence of delivery failure (e.g., a bounce-back) and evidence that the client failed to open or engage with the communication.
We also believe that the Commission should clarify that instead of immediately switching to paper in case of failed delivery, an adviser may seek to remediate a failed delivery by using another valid electronic address already provided or accepted by the client for that use. For instance, if delivery to a client’s email results in a bounce-back but the client has also provided or accepted a mobile number for text delivery, the adviser should be permitted to notify the client of the failed delivery through that channel and give the client the opportunity to provide an updated email address, rather than immediately switching to paper. We do not believe that a technical delivery failure should be treated as an assumption that a client has affirmatively expressed a preference for paper and opted out of e-delivery. This could be particularly problematic if the client is using multiple electronic addresses and only one of them fails.[36] Paper should be required only where the adviser does not have another valid electronic means of delivery or the attempts to use an alternative means are unsuccessful.
G. Avoid Creating New Prescriptive Recordkeeping Requirements
We support the Commission’s decision not to propose an express recordkeeping requirement under Reg E-Delivery or otherwise prescribe new recordkeeping obligations for covered entities. Advisers already maintain appropriate records to identify clients that have consented to e-delivery (under the E-Delivery Guidance) both for purposes of operationalizing and implementing e-delivery and to demonstrate compliance with delivery requirements under the Federal securities laws. Furthermore, advisers should be permitted flexibility in demonstrating compliance with Reg E-Delivery so that they can rely on existing controls and recordkeeping practices. Accordingly, we agree that the best way to address recordkeeping in connection with Reg E-Delivery would be to rely on existing obligations under Advisers Act Rule 204-2, to the extent applicable.
H. Ensure Reg E-Delivery Accommodates Artificial Intelligence (AI) and Other Emerging Technologies
We support the Commission’s forward-looking recognition that artificial intelligence tools may improve the disclosure experience. In addition to making the final rule broadly technology neutral, we encourage the Commission to confirm that an adviser’s use of AI-powered tools, such as interactive chatbots, natural language search, or AI-driven document summaries, to help clients navigate, understand, and locate covered information, would not by itself constitute a modification of the covered information or trigger additional delivery obligations. This clarity would encourage advisers to invest in technology that benefits clients while avoiding uncertainty about whether such enhancements create new compliance obligations.
I. Adopt the Proposed E-SIGN Act Exemption
Finally, we also support the Commission’s decision to propose a regulatory exemption for e‑delivery of covered information from the consent requirements under the E-SIGN Act (E-SIGN). There has long been confusion as to how the provisions of E-SIGN interact with the E-Delivery Guidance and in our view it would be impossible to reconcile the consumer disclosure and affirmative consent requirements of E-SIGN with the Commission’s proposed approach to Reg E-Delivery. Further, E‑SIGN’s requirement under Section 101(c)(1)(C) that a consumer “consents electronically, or confirms his or her consent electronically, in a manner that reasonably demonstrates that the consumer can access information in the electronic form that will be used to provide the information that is the subject of the consent” would make it difficult for advisers to take advantage of the default e-delivery approach that is central to Reg E-Delivery. For all these reasons, we support the Commission’s approach of explicitly exempting covered information from the consent requirements of E-SIGN.
***
Thank you for your consideration of our comments on this important issue. Please do not hesitate to contact the undersigned at (202) 293-4222 if we can be of further assistance.
Respectfully,
Gail C. Bernstein
General Counsel and Head of Public Policy
Sanjay Lamba
Associate General Counsel
cc:
Honorable Paul S. Atkins, Chairman
Honorable Hester M. Peirce, Commissioner
Honorable Mark T. Uyeda, Commissioner
Brian Daly, Director, Division of Investment Management
[1] The IAA is the leading organization dedicated to advancing the interests of fiduciary investment advisers. For nearly 90 years, the IAA has been advocating for advisers before Congress and U.S. and global regulators, promoting best practices and providing education and resources to empower advisers to effectively serve their clients, the capital markets, and the U.S. economy. Our members range from global asset managers to the medium- and small-sized firms that make up the majority of our industry. Together, the IAA’s member firms manage more than $57 trillion in assets for a wide variety of individual and institutional clients, including pension plans, trusts, mutual funds, private funds, endowments, foundations, and corporations. For more information, please visit www.investmentadviser.org and see the IAA’s Investment Adviser Industry Snapshot (Snapshot).
[2] Electronic Delivery of Information Under the Federal Securities Laws, SEC Rel. Nos. 33-11430; 34-105921; 39-2564; IA-6980; IC-36252 (July 16, 2026), 91 Fed. Reg. 45884 (July 21, 2026) (Proposal). Our comments herein are generally limited to the applicability of the Proposal to investment advisers.
[3] See Letter from Investment Adviser Association to Chairman Paul S. Atkins (May 1, 2025); 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).
[4] Id. at 41, 91 Fed. Reg. at 45895, n.75.
[5] The concept of “effective access” is derived from the Commission’s longstanding electronic-delivery guidance, which provides that the use of an electronic medium should not be so burdensome that intended recipients “cannot effectively access the information provided.” See Use of Electronic Media for Delivery Purposes, Investment Company Act Rel. No. 21399 (Oct. 6, 1995); see also Use of Electronic Media by Broker-Dealers, Transfer Agents, and Investment Advisers for Delivery of Information; Additional Examples Under the Securities Act of 1933, Securities Exchange Act of 1934, and Investment Company Act of 1940, Investment Advisers Act Rel. No. 1562 (May 9, 1996); Use of Electronic Media, Investment Company Act Rel. No. 24426 (Apr. 28, 2000) (collectively, E-Delivery Guidance); see also Proposal at 41 & n.73. We recognize that the Commission could consider other principles-based standards. We believe that the objective should be to ensure that covered information is delivered in a manner reasonably designed to make it readily accessible to the intended recipient, without requiring e-delivery to replicate or be measured against paper delivery.
[6] See Proposal at 79–80 (Request for Comment No. 57) (asking whether the Commission should be “less prescriptive” regarding direct-delivery requirements to facilitate evolving technology and whether requirements should be removed or modified to make the rule “more evergreen over time” or enable more interactive or engaging electronic disclosures).
[7] See, e.g., Commissioner Hester M. Peirce, Paper Taper: Statement on Proposed Regulation E-Delivery, SEC (July 16, 2026) (stating that “[a] more important consequence of the shift to default e-delivery is facilitating the incorporation of technological advances to improve investor engagement with the information being delivered”).
[8] Proposal at 34–35, 91 Fed. Reg. at 45916-17 (explaining that providing transition notices to covered recipients already receiving e-delivery would be “potentially duplicative” and confusing, and that providing paper notices to such recipients would impose “a significant burden and expense with limited if any benefit” because those recipients have already chosen e-delivery and would not be affected by the transition to default e-delivery).
[9] See Proposal at 61, 91 Fed. Reg. 45901, n.115 (stating that “Reg 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.”). The Proposal then cites proposed Reg E-Delivery section 303.102(b)(1)(ii) but that section addresses disclosure of e-delivery, not affirmative consent. This issue is further confused by the Commission’s proposed recission of the E-Delivery Guidance, which is the current basis for relying on affirmative consent to satisfy delivery obligations. Affirmative consent should be expressly addressed in the final version of Reg E-Delivery to provide assurance to advisers and other covered institutions after the recission of the E-Delivery Guidance that affirmative consent satisfies their delivery obligations under the Federal securities laws.
We also encourage the Commission and staff to address, as a technical matter, existing forms, instructions, guidance, FAQs, and other materials that may reference the E-Delivery Guidance that would be superseded by Reg E-Delivery. This could be accomplished through appropriate conforming changes or by clarifying in the adopting release that references to the superseded E-Delivery Guidance should be read, as appropriate, to refer to Reg E‑Delivery. See, e.g., Instructions to Form CRS, General Instruction 10.C (addressing electronic delivery of the relationship summary).
[10] We appreciate that certain requirements of Reg E-Delivery may appropriately apply where a covered entity relies on affirmative consent. However, we encourage the Commission to consider which requirements are necessary where a client has knowingly and affirmatively elected e-delivery, particularly requirements primarily designed to protect clients who are defaulted into e-delivery without affirmative consent. For example, the Commission could consider whether the same disclosure, opt-out, paper delivery, and other requirements are necessary in these circumstances. As discussed below, we recommend streamlining several of these requirements more generally.
[11] See Proposal at 270–71, 91 Fed. Reg. at 45960 (discussing the costs and risks associated with an access-equals-delivery approach, including the possibility that recipients could miss significant developments or time-sensitive disclosures without notice, while recognizing that restricting the approach to institutional recipients could lessen these concerns because institutional investors may have more robust systems for monitoring disclosures).
[12] Advisers Act Rule 204-5 defines a “retail investor” as a natural person, or the legal representative of such natural person, who seeks to receive or receives services primarily for personal, family or household purposes.
[13] For example, certain orders granted to specific advisers after the expiration of Advisers Act Rule 206(3)-3T provide an exemption from Advisers Act Section 206(3) for principal transactions in non-discretionary advisory accounts. Under the terms of these exemptive orders, advisers are required to deliver certain documents, including a written confirmation of any principal transactions and an annual written disclosure containing a list of all principal transactions that were executed in a client’s account in reliance on the relevant order. Such disclosures are not technically required to be delivered under the Federal securities laws but are rather an exemption from such laws.
[14] Id. at 366, 91 Fed. Reg. at 45986.
[15] Id. at 63, 91 Fed. Reg. at 45901.
[16] Id.
[17] Id. at 63, 91 Fed. Reg. at 45901, n.118.
[18] Id. at 65, 91 Fed. Reg. at 45902.
[19] Advisers should similarly be able to rely on an affiliate or service provider’s determination that the electronic address was provided for the “purpose” of e-delivery as described above.
[20] See Commission Interpretation; Solicitation of Comment, Use of Electronic Media, Securities Act Rel. No. 7856, Exchange Act Rel. No. 42728, Investment Company Act Rel. No. 24426, 65 Fed. Reg. 25843, 25844-45 (May 4, 2000).
[21] As discussed above, we believe that Reg E-Delivery should also cover information required to be delivered pursuant to Commission guidance or orders, and specifically identifying each such delivery requirement may confuse clients or require frequent updates as Commission or staff guidance evolves.
[22] Proposal at 87 (Request for Comment 64), 91 Fed. Reg. at 45908.
[23] Proposal at 83, 91 Fed. Reg. at 45097.
[24] Custodian platforms are a particularly important example. Advisers commonly rely on technology platforms provided by qualified custodians to support their relationships with advisory clients, including for custody, trading, account information, portfolio information, and client communications. Indeed, the IAA’s Snapshot notes that many advisers to separately managed accounts use technology platforms provided by brokerage firms that provide custody services as well as trading capabilities, portfolio analysis tools, and other services. These platforms are therefore an established and integral part of the adviser-client relationship and should qualify as electronic locations through which covered information may be made available. See Snapshot at 96.
Moreover, the Commission’s existing custody framework similarly recognizes the important role of qualified custodians in communicating directly with advisory clients, including through electronic account statements made available on a custodian’s website. See, e.g., Staff Responses to Questions About the Custody Rule, SEC (Feb. 21, 2017).
[25] Id. at 67-77, 91 Fed. Reg. at 45902-03.
[26] Id. at 77, 91 Fed. Reg. at 45903.
[27] See Proposal at 69, 91 Fed. Reg. at 45903 (encouraging covered entities to design Statements to increase their “salience” and “user-friendliness” and enhance recipients’ understanding of required regulatory disclosures).
[28] We do not believe that the proposed information regarding an investor’s general rights and options under Reg E‑Delivery such as the right to request paper copies, opt out of e-delivery, update an electronic address, and the procedures for exercising those rights should be required in every Statement. Instead, covered entities should be permitted to provide that information through the initial e-delivery disclosure and maintain it in a readily accessible location, such as the adviser’s website or client portal. A Statement could include a single link to that information rather than repeatedly reproducing it with each delivery.
[29] One potential unintended consequence of an unconditional requirement to provide paper copies free of charge is that it could leave advisers with limited means of addressing unusually burdensome or abusive requests. As AI and other automated tools become increasingly available, it may become easier to generate voluminous or repetitive requests at little or no cost to the requester, while imposing potentially significant retrieval, reproduction, vendor, and mailing costs on the adviser. Permitting advisers to impose reasonable fees and expenses would help mitigate this risk while preserving investors’ ability to obtain information in paper form.
[30] For example, this exception could apply to digital advisory or automated investing services (e.g., so-called robo advisers), including advisers that may describe their services as “digital first,” as well as hybrid programs that combine e-delivery and digital functionality with access to investment adviser representatives. The relevant consideration should be whether the particular program or service is structured around e-delivery and the client knowingly and affirmatively agrees to e-delivery as a condition of participating, rather than the adviser’s particular business model or whether clients have access to human investment adviser representatives. Client agreements for these programs or services may reserve the right to terminate the account if a client revokes consent to e-delivery.
[31] See Proposal at 98, 91 Fed. Reg. at 45911. The Commission also notes that if a client requests paper delivery of a document that was previously provided 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.” We do not believe there is a need to require an adviser to deliver a paper copy before terminating a relationship where the client has knowingly agreed to receive electronic communications as a condition of participating in that program or service.
[32] This time period also may not be feasible if the investor resides outside the United States or the adviser is located abroad.
[33] Id. at 100-01 (Request for Comment 78), 91 Fed. Reg. at 45911-12.
[34] See SEC, Form CRS, Item 10, https://www.sec.gov/files/formcrs.pdf.
[35] Advisers and other covered entities similarly should not be required to verify that each client’s electronic address can alert the recipient that covered information is available. A covered entity would not necessarily know whether an investor has elected to silence notifications, and an investor’s decision to set personal notification or device preferences should not disqualify an electronic address that is otherwise capable of alerting the recipient that covered information is available. The relevant inquiry should be whether the type of electronic address or delivery mechanism has the functionality to provide an alert, not whether a particular recipient has enabled, disabled, viewed, or acted on that alert.
[36] The Proposal also asked how escheatment should be addressed in light of failed e-delivery. We are of the view that a failed delivery to one electronic address should not, standing alone, indicate that an account is abandoned where the adviser has other evidence of an ongoing client relationship or other valid means of contacting the client.