The SEC has granted Valued Advisers Trust and Alaia Capital, LLC exemptive relief allowing them to appoint and materially amend agreements with certain subadvisers without first obtaining shareholder approval. The order provides additional operational flexibility but remains subject to the conditions contained in the applicants’ underlying application.

On September 14, 2026, the Securities and Exchange Commission issued an order under Section 6(c) of the Investment Company Act of 1940 granting exemptive relief to Valued Advisers Trust and Alaia Capital, LLC.

What Did the SEC Approve?

Section 15(a) of the Investment Company Act generally requires an investment advisory agreement—including certain subadvisory agreements—to be approved by a fund’s shareholders.

The SEC’s order permits the applicants to:

• Enter into new subadvisory agreements without obtaining prior shareholder approval;

• Materially amend existing subadvisory agreements without a shareholder vote; and

• Rely on relief from certain related disclosure requirements.

This type of “manager-of-managers” relief can allow a fund’s primary investment adviser to select, replace, or modify arrangements with subadvisers more efficiently, subject to applicable board oversight and the specific conditions imposed by the SEC.

Why Was the Relief Granted?

Valued Advisers Trust and Alaia Capital filed their application on July 24, 2026. The SEC published notice of the application on August 17, 2026, providing interested parties an opportunity to request a hearing.

No hearing request was filed, and the SEC did not order one. Based on the representations in the application, the Commission concluded that the exemption was:

• Appropriate in the public interest;

• Consistent with the protection of investors; and

• Consistent with the policies and purposes of the Investment Company Act.

The relief became effective immediately upon issuance of the order.

What Does This Mean for Fund Governance?

The order may reduce the time and expense associated with convening shareholder meetings whenever a qualifying subadvisory arrangement changes. It can also give an investment adviser greater flexibility to respond to performance concerns, changing investment strategies, or evolving market conditions.

However, the relief does not eliminate fund-governance obligations. The applicants must comply with the conditions contained in their application, and fund boards retain an important oversight role in evaluating and approving subadvisory arrangements.

The order is also applicant-specific. It does not broadly remove the shareholder-approval requirements of Section 15(a) for other registered funds or investment advisers.

Key Takeaway

The order reflects the SEC’s continued willingness to grant tailored relief that allows qualifying fund complexes to operate under a manager-of-managers structure. Fund sponsors considering a similar structure should carefully evaluate the requested relief, required disclosures, board-approval procedures, shareholder-notification obligations, and other conditions that may apply.

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