On September 8, 2026, the Securities and Exchange Commission published notice of an application from The RBB Fund Trust and Millburn Ridgefield LLC seeking exemptive relief designed to streamline the appointment and oversight of fund subadvisers. If granted, the relief would permit the applicants to hire new subadvisers and materially amend existing subadvisory agreements without obtaining shareholder approval each time.

What Happened?

The applicants are seeking an exemption from Section 15(a) of the Investment Company Act of 1940, along with relief from several related disclosure requirements.

Section 15(a) generally requires an investment advisory contract—including a subadvisory agreement—to be approved by shareholders. That requirement can make changes to a fund’s subadvisory arrangements slower and more expensive, even when the fund’s primary investment adviser and board believe that a change would benefit shareholders.

The requested relief would allow the applicants to operate under a “manager-of-managers” structure. Under this model, the primary adviser remains responsible for overseeing the fund’s investment program but may retain, replace, or modify agreements with subadvisers without conducting a separate shareholder vote for each change.

The application was initially filed on June 11, 2026, and amended on August 7, 2026. Importantly, the SEC’s publication is a notice of the application—not a final order granting the requested relief. SEC Investment Company Act Release No. 36324.

What Relief Are the Applicants Seeking?

The application requests two principal forms of relief.

First, the applicants want authority to enter into and materially amend subadvisory agreements without obtaining shareholder approval. This could give the adviser greater flexibility to respond to performance concerns, market developments, changes in investment strategy, or the availability of specialized investment managers.

Second, the applicants are requesting relief from certain disclosure requirements relating to the fees paid to individual subadvisers. These requirements arise under Rule 20a-1 of the Investment Company Act, Form N-1A, Schedule 14A, and Regulation S-X.

If granted, the relief could allow the funds to disclose advisory compensation on an aggregated basis rather than publicly identifying the specific amount paid to every subadviser. This may help protect the adviser’s ability to negotiate subadvisory fees while still providing investors with information about the fund’s overall advisory expenses.

What Does Not Change?

Manager-of-managers relief does not eliminate oversight.

The fund’s board—including its independent directors—would continue to play a central role in reviewing and approving subadvisory arrangements. The primary adviser would also remain responsible for selecting and monitoring subadvisers and for managing the fund’s overall investment program.

The relief is therefore better understood as a change in governance mechanics rather than a withdrawal of substantive oversight. It shifts certain decisions from repeated shareholder votes to the adviser and fund board, subject to the representations and conditions included in the exemptive application.

The precise scope of any relief will depend on the terms of the SEC’s eventual order.

Why It Matters

This application reflects the continuing importance of operational flexibility in modern investment management.

Funds increasingly rely on specialized subadvisers for distinct asset classes, investment strategies, markets, and risk-management functions. Requiring a shareholder vote whenever a subadviser is appointed or a subadvisory agreement is materially amended can create cost, delay, and administrative complexity.

Manager-of-managers relief can enable advisers to make changes more efficiently while preserving board oversight and investor protections. It may be particularly valuable for funds that use several specialized managers or expect their investment programs to evolve over time.

For fund sponsors and emerging asset managers, however, the key lesson is that flexibility must be structured from the outset. Governing documents, advisory agreements, disclosure materials, board procedures, and regulatory filings should work together to establish clear authority and accountability.

What Happens Next?

The SEC stated that an order granting the requested relief will be issued unless the Commission orders a hearing.

Interested persons may request a hearing by submitting a request to the SEC and serving the applicants. Any hearing request must be received by 5:30 p.m. Eastern Time on October 5, 2026 and must identify the requester’s interest, the reasons a hearing is warranted, and the issues being contested.

Unless a hearing is ordered, the application may proceed to an exemptive order under the authority delegated to the SEC’s Division of Investment Management.

The Bottom Line

The RBB Fund Trust and Millburn Ridgefield application is not a broad change to the Investment Company Act’s shareholder-approval framework. It is a request for applicant-specific relief that would allow a particular manager-of-managers structure to operate with greater flexibility.

Still, the filing highlights a larger regulatory theme: investment-management platforms want the ability to adapt quickly, while the SEC continues to require clearly defined oversight, disclosure, and accountability. For fund sponsors considering similar structures, regulatory strategy should be addressed early—before operational decisions outpace the governing documents.

Learn More

This blog post is for informational purposes only and is not legal advice. Please consult with a Launch Legal attorney regarding your specific situation.