SEC Staff Clears Path For Regulated Funds To Implement Shareholder Directed Voting Programs, But Key Matters Remain Outside The Program

On September 29, 2026, the staff of the Securities and Exchange Commission’s (the “SEC”) Division of Investment Management (the “IM Staff”) granted no-action relief to the Mutual Fund Directors Forum (“MFDF”) permitting investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and business development companies (“BDCs”) that have elected to be regulated under the 1940 Act (collectively, “Regulated Funds”) to implement shareholder directed voting programs (the “MFDF Letter”). Under such a program, shareholders may give standing instructions to vote in favor of certain matters recommended by a Regulated Fund’s board of directors/trustees. The MFDF Letter follows a September 2025 no-action letter issued by the SEC’s Division of Corporation Finance (“CorpFin”) to Exxon Mobil Corporation (“Exxon”), which permitted Exxon to implement a similar program for its shareholders, and comparable relief subsequently granted to other operating companies.¹ U