Mutual/registered/exchange-traded funds in United States

Dechert LLP‘s ‘long and broad tenure in the field offers insight‘ to funds, their advisers and other service providers, boards of directors and audit committees, independent directors, broker-dealers, insurance companies and banks; many of the industry’s leading names instruct the team. The offering has the advantage of being ‘deeply experienced and resourced on a global basis‘, and can leverage this to provide clients with innovative advice and in-depth market knowledge wherever they do business. Boston-based Christopher Harvey, who acts as the co-chair of the firm’s global financial services department, is lauded by clients for his ‘top notch technical knowledge and ability‘. The group’s significant national presence is cemented by the presence of recommended practitioners in the Washington DC, San Francisco and New York offices; the first of these locations fields Megan Johnson, who is known for advising mutual funds and ETFs on the full range of issues under the Investment Company Act of 1940, and Douglas Dick, who exemplifies the practice’s commitment to regulatory, transactional and litigious work in the registered funds space.

At Morgan, Lewis & Bockius LLP, clients particularly value the ‘incredible breadth and depth‘ of the offering; this is well illustrated by the group’s ability to advise on the gamut of issues relating to every type of commingled investment vehicle and all asset classes, as well as being widely known as a stand-out advisor in the ETF space. The Washington DC office fields John McGuire, who acts as the head of the registered funds practice, and whose workload exemplifies the firm’s commitment to the establishment, representation, and counseling of ETFs, their advisers, and listing markets. Other core contacts at this location include regulatory expert Laura Flores and Thomas Harman, who regularly advises issuers with respect to the availability of exemption from the Investment Company Act of 1940. In the Philadelphia and Boston offices, the key names to note are Timothy Levin and Roger Joseph, respectively. Joseph was joined in October 2021 by Lance Dial, who brings more than a decade of experience as senior in-house counsel with global investment managers – most recently Wellington Management – to the team. 

The ‘incredibly bright, thoughtful and deep‘ offering at Ropes & Gray LLP fields ‘experts in almost every aspect of the industry‘ – this breadth allows the team to serve as regular counsel for over 2,000 registered funds of all types, or their independent directors. The New York and Boston offices are key locations for the group; the former fields Bryan Chegwidden, a co-head of the practice who ‘is nothing less than outstanding‘, while the latter is home to his leadership counterparts Thomas Hiller and James Thomas, as well as eminent practitioner John Loder. The team’s workload spans the gamut of work in this area, from regulatory, compliance, and governance issues to trading activities, investments, and M&A. ESG and responsible investing has been a particular focus of late, with the firm assisting leading names such as Pax World Funds in this space.

At Stradley Ronon Stevens & Young, LLP, the much lauded offering not only handles the gamut of mandates for a prestigious roster of registered funds, but also brings a level of ‘profound expertise‘ to a number of core specialist areas. The team stands out as a leader in the digital assets space, as exemplified by its position as legal counsel to notable names such as Betterment. In addition, the group is recognized for its ETF expertise, with Michael Mundt in Washington DC taking the lead on such work. Many clients particularly value the offering’s ‘depth of personnel that has extensive regulatory experience‘ – former SEC members at the practice include Ruth Epstein and Sara Crovitz, both likewise based in Washington. Crovitz is also a key contact for the firm’s increasing volume of ESG-related matters. 2021 saw considerable strengthening at partner level; September 2021 saw the arrival of Susan Gault-Brown from Morrison Foerster to the Washington office; January of the same year had heralded the promotions of New York-based Jamie Gershkow, and Philadelphia-based David Roeber and Brian Crowell. The Philadelphia office is also home to Bruce Leto and Matthew DiClemente, who jointly oversee the department.

As well as providing a full suite of legal services to some of the largest fund managers in the world, the offering at Willkie Farr & Gallagher LLP assists open-end and closed-end funds, ETFs and BDCs with their development of novel investment strategies and cutting-edge new products. Recent highlights in this regard including advising clients on digital assets, offering private equity strategies in a registered fund product, and the development of products with ESG programs. Leadership of the asset management department is now split between Margery Neale and Lior Ohayon – both of whom are based in New York. In the firm’s Washington DC office, Barry Barbash, who has particular experience dealing with status issues arising under the Investment Advisers Act and the Investment Company Act of 1940, and securities regulation expert Anne Choe are key contacts. Barbash is also a former director of the SEC’s Division of Investment Management, and is one of a large number of practitioners bringing previous SEC experience to the team.

Goodwin‘s ‘practitioners have high profiles in the industry‘, making the firm a leading choice for a broad range of service providers in the funds space, including major custodian banks, transfer agents, retirement plan service organizations and securities lending agents, as well as fund complexes and independent directors. The practice is distinguished by its standout strength in the contentious space, and its proven track record of successfully handling litigation, investigations, and enforcement actions involving participants in the registered fund industry. Another area of expertise for the group is the representation of companies which issue and sell variable life and variable annuity insurance products, and the mutual funds which serve as the funding vehicles for those insurance products. The core team comprises Washington DC-based attorneys Christopher Palmer, Marco Adelfio and Paul Delligatti – they are praised by one client for their ability to ‘nurture associates and get them engaged with the client, providing comfort of continuity and growth‘.

The calibre of clients instructing K&L Gates is testament to the ‘extraordinarily knowledgeable‘ firm’s standing in the registered funds market; Federated Hermes and John Hancock Investment Management are just two of the notable names on this roster. The offering is particularly adept in the transactional and regulatory spheres, and regularly handles key acquisitions, enforcement and litigation both in the US and abroad. The group’s leadership is split between three respected practitioners – the Washington DC office fields Mark Amorosi – whose broad workload also spans fund formation mandates – and Ndenisarya Bregasi, who ‘leads through example‘. Their counterpart in Boston is Michael Caccese, whose team on the ground comprises such recommended attorney as Mark Goshko and Clair Pagnano. The department’s reputation for proving itself ‘smart and creative when confronting new situations‘ ensures that ETFs, open-end, and closed-end funds frequently rely on its expertise when novel and complex issues arise. 

The ‘creative thinkers‘ at Simpson Thacher & Bartlett LLP are especially sought after for their proficiency in serving a particular segment of the market – these are the bulge bracket private equity sponsors who have turned their eyes to the retail shareholder base; the firm’s enviable client base in this niche area includes such notable names as Blackstone, KKR, Carlyle and Apollo, all of whom use the firm for a significant portion of their registered funds work. Away from the specialization, the group also counsels a range of US registered closed-end funds, tender offer funds, BDCs, and their investment advisers and boards of directors on the gamut of issues which may affect them. Rajib Chanda heads up the practice from the Washington DC office, which also fields ‘terrific‘ practitioner David Blass. The recent arrival of counsel Jacqueline Edwards, formerly of Stradley Ronon Stevens & Young, LLP, further cemented the team’s New York presence.

At Proskauer Rose LLP, the registered funds group plays a critical role in the firm’s market-leading interdisciplinary BDC practice, by representing notable business development companies, their investment advisers and asset manager platforms, underwriters or independent directors on all aspects of public and private BDCs; the practice recently cemented its reputation in this field even further with the hire of senior counsel David Marcinkus from the Securities and Exchange Commission. Nicole Runyan is the dedicated specialist overseeing BDC work, while Stuart Coleman leads the broader offering. Other key members of the ‘deep bench‘ include Janna Manes, who acts as co-chair of the Women’s Investment Management Forum, and David Stephens, who has acted as a principal advisor to the BNY Mellon Family of Funds and Dreyfus Money Market Fund for over 30 years. All named attorneys are based in New York. 

Seward & Kissel LLP‘s wide-ranging offering is equally well versed in the representation of registered investment companies and other similarly-regulated entities, and consequently serves a client base spanning mutual funds, closed-end funds, ETFs, BDCs, and other entities that are registered under the Investment Company Act of 1940 and the Securities Exchange Act of 1934. The Washington DC office fields many of the key practitioners in this space; at the senior and leadership level, Paul M Miller and Robert Kurucza are the core contacts. The arrival of counsel Alexandra Alberstadt – who  has extensive experience working with registered investment advisers on a host of regulatory matters affecting their business, and on matters in the blockchain and cryptocurrency space – from Practus in November 2021 has also greatly boosted the firm’s registered funds presence in New York.

The ‘tight knit group of professionals‘ at Vedder Price leverages its ‘exceptional industry knowledge‘ and ‘superb command of the 1940 Act‘ to advise hundreds of separate open- and closed-end registered funds, varying in size from assets of less than $5bn over $100bn. The group regularly assists clients with the organization and registration of new funds, exemptive applications and no-action requests, governance matters, regulatory and compliance issues, SEC examinations, and contracts – including those relating to advisory, custody, brokerage and transfer agency services. In Chicago, Cathy Gonzales O'Kelly focuses her practice on the representation of registered investment companies and their boards of directors, while over in Washington DC, Bruce Rosenblum is predominantly instructed by mutual fund and EFT independent directors. The team also has a presence in the New York office, where Jeremy Senderowicz is a key name to note. 

At Schulte Roth & Zabel LLP, the two core pillars of the practice are deep 1940 Act experience – including advising clients on complex regulatory matters with respect to co-investment and joint transaction issues, asset coverage requirements and leverage restrictions, and consolidation and financial reporting matters – and broad public markets experience. The group also has a proven track record assisting with novel fund vehicles, including BDC-sponsored joint venture investment vehicles, and hybrid products such as registered hedge funds. Washington DC-based practitioner John Mahon oversees the work, supported both by a network of over 85 lawyers within the firm’s broader investment management group, and by a cross-practice system which integrates regulated fund advice with support from related areas, including portfolio transactions, tax, structured finance, swaps and derivatives, credit, and M&A.

Shearman & Sterling LLP‘s New York-based US offering works seamlessly with team members in Hong Kong, Tokyo and the UK on both cross-border and locally based matters, including registration, exemption and compliance of fund and advisers; fund and adviser mergers and acquisitions; and structurally novel products to meet market needs. Paul Schreiber, who is one of the original founders of the firm’s investment funds practice, and senior counsel Thomas Majewski are the key contacts – their client base spans traditional mutual funds, innovative registered investment companies designed around complex investment programs, and specialized vehicles such as SPACs and BDCs. The group is noted by one client for being ‘very creative in constructing solutions‘.

Under the leadership of JoAnn Strasser, the team at Thompson Hine LLP counsels a diverse client base on product development decisions, mergers and reorganizations, SEC examinations, and compliance issues. A particular area of expertise for Strasser is that of alternative funds, including managed futures funds with off-shore subsidiaries, closed-end interval funds, fund-of-fund and master feeder structures, and long-short and absolute return funds. Columbus is the firm’s hub for registered funds work, fielding not only the practice head, but also Andrew Davalla – who brings more than 15 years of in-house experience to the group – and office managing partner Michael Wible. Over in Washington DC, Bibb Strench is noted for his knowledge of unique fund structures and ETF products, smart contacts and other blockchain innovations and start-up ETF firms.