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Mutual/registered/exchange-traded funds in United States

Dechert LLP

Dechert LLP remains one of the key firms in the registered funds space, with a client base that includes some of the market's biggest names, such as Morgan Stanley Mutual Funds, which the firm advises on the development and launch of new funds, in addition to compliance, regulatory, and restructuring issues relating to its existing products. Christopher Harvey leads the group, and is highly experienced in a wide range of regulatory matters, including registration and proxy statements, relief requests, fiduciary duty, and director liability. The firm is also highly active in the field of ETFs, with New York-based Allison Fumai taking the lead and representing a large number of ETF sponsors in new fund launches as well as ongoing operational matters and restructurings or liquidations of funds. Advice on the 1940 Investment Company Act is a key part of the firm's regulatory service, with lawyers such as Washington DC- based Megan Johnson standing out in this space. When it comes to dealing with the SEC, the firm can call upon the experience of Mark Perlow and John O’Hanlon, based in San Francisco and Boston, respectively, both of whom have previous experience working in regulation.

Practice head(s):

Christopher Harvey

Other key lawyers:

Geoff Kenyon; Chris Christian; Allison Fumai; Mark Perlow; John O’Hanlon; Doug Dick; Tom Bogle; Megan Johnson

Key clients

MainStay Funds

Morgan Stanley Mutual Funds

Work highlights

  • Serve as counsel to all of MainStay’s US mutual funds and closed-end funds, as well as the funds’ board and its independent trustees. We advise on the full range of legal issues impacting this $85bn fund complex.
  • Serve as counsel to Morgan Stanley’s US mutual funds, closed-end funds, BDC and CLOs, advising on a range of issues relating to the development and launch of new funds, compliance and regulatory matters, mergers, liquidations and restructuring of funds.

Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP is known for its  strong ETF practice, where Washington DC-based John McGuire is heavily involved in the establishment and representation of several of the market's biggest names, both on the more typical regulatory issues, as well as more novel matters. Of note, he recently acted for Precidian Investments in seeking exemptive relief from the SEC to permit an actively managed ETF that does not disclose its portfolio holdings daily. Mcguire leads the registered funds practice alongside Philadelphia-based Timothy Levin, who is highly active in the field of new product development, recently advising on a turnkey mutual fund focused on investing in alternative funds; and Roger Joseph, who focuses primarily on regulatory matters and operates from Boston. The team continues to grow from the bottom up, with the promotions of David Freese and Joseph Yanoshik to the partnership, both of whom practice out of the Philadelphia office, where the former focuses on fund launches and the latter on regulatory work. Laura Flores is another key figure within the team, with a practice that spans the full range of regulatory, transactional and compliance issues.

Practice head(s):

John McGuire; Timothy Levin; Roger Joseph

Other key lawyers:

Laura Flores; Barry Hurwitz; Toby Serkin; Christopher Menconi; Lea Anne Copenhefer; Thomas Harman

Testimonials

‘Morgan Lewis, and Bockius is hands-down the exceptional firm in the asset management/investment funds space. Every partner and associate I deal with has deep expertise, excellent communication, is creative and collaborative, and are generally just nice people I enjoy working with. I often ask for subject matter experts to work with and am always happy with the depth of knowledge among their partners and associates.’

‘Tim Levin is an invaluable resource with exceptionally deep and broad knowledge across the space and an uncanny ability to whittle a complicated issue down to easy to digest pieces of information. Absolutely could not do my GC job without him.’

‘Rob Goldbaum and Nathan Pusey on the M&A side are unquestionable leaders in the space; incredibly creative with solutions.’

‘Sarah Bouchard is my go-to for employment law – incredibly smart, has a practical approach to solutions and risk.’

Key clients

SEI/SEI Funds/Advisors’ Inner Circle Funds (I, II, and III)

WisdomTree ETFs

Penn Mutual/Penn Series Funds

Morgan Stanley Investment Management/Consulting Group Capital Markets Funds

Legg Mason Funds/Franklin Templeton

Amundi Pioneer Asset Management

State Street Bank and Trust/SSGA/SPDR Funds/Select Sector SPDR Trust

Transamerica Funds

World Gold Council

Precidian Investments

Brinker Destination Funds

BNY Mellon Investment Management/BNY Mellon ETF Trust

UOB Hampshire US REIT

Aquila Group of Funds

1251 Capital Group

Virtus Investment Partners

Manning & Napier, Exeter Trust

Ropes & Gray LLP

Ropes & Gray LLP continues to counsel some of the market's leading players in registered and mutual funds, including Natixis and several of its subsidiaries, PIMCO, Invesco, and Prudential mutual funds, across all areas of their funds businesses including regulation and compliance, registration with the SEC, and fund launches. The regulation and offering of ETFs is another key part of the firm's business, with notable recent instructions including the offering of three new active non-transparent ETFs using a proxy portfolio structure, as well as advising clients on the potential conversion of open-end funds to non-transparent, actively managed ETFs. Leadership duties within the team are split between New York-based Bryan Chegwidden, who is particularly recommended for non-US sponsors looking to offer products in the US; Thomas Hiller, who is highly experienced in fund organization and director duties; and Elizabeth Reza, an SEC and compliance specialist. Other key figures in the team include the highly experienced John Loder, as well as Timothy Diggins, who is most notable for his work with sovereign wealth funds and other investor side clients.

Practice head(s):

Bryan Chegwidden; Thomas Hiller; Elizabeth Reza

Other key lawyers:

John Loder; Timothy Diggins; Michael Doherty

Testimonials

‘The team’s strengths revolve around their intellectual prowess in solving issues and their ability to identify related issues.’

‘The partner(s) we primarily work with are exceedingly calm and thoughtful in providing timely responses to our issues. Michael Doherty is a stand-out partner based on my more than 30 years in the investment management industry.’

‘Bryan Chegwidden is the finest outside counsel with whom I’ve worked in over twenty years. He has relevant knowledge — both broad and deep — of the industry, of industry practices, of regulatory agendas and activities. He is a superb, efficient communicator. Able to disagree without being disagreeable, his advice is always constructive. He informs and educates effectively, whether working with inside counsel, other outside counsel, or our board.’

Key clients

Affiliated Managers Group (AMG)

Brighthouse Funds

Calamos Funds and their Independent Trustees

DoubleLine Funds and their Independent Trustees

Independent Trustees of the DWS Funds

Impact Shares ETFs

Invesco

Jackson National Funds and their Independent Trustees

Lord Abbett Funds and their Independent Trustees

MFS Funds and their Independent Trustees

Natixis and Loomis Sayles Fund Groups and Natixis Global Asset Management, (NGAM), Loomis Sayles & Company, Alpha Simplex Group and Harris Associates

Pacific Investment Management Company (PIMCO)

Pax World Funds

Primark Capital Funds and their Independent Trustees

Prudential Funds and their Independent Trustees

Putnam Funds and their Independent Trustees

State Street Bank and Trust Company and State Street Global Advisors, and the State Street mutual funds

VanEck Vectors ETFs (Independent Trustees)

Vanguard

Voya Funds

Work highlights

  • Handled the initial public offering of DoubleLine Yield Opportunities Fund, a newly-launched, NYSE-listed closed-end fund and assisted with the launch of two new innovative open-end funds.
  • Advising NGAM with respect to the addition of several innovative new funds to their product line, including the organization of three new active, non-transparent ETFs using a novel proxy portfolio structure, two active ETFs, as well as launching and obtaining manager-of-managers exemptive relief for a suite of 10 Sustainable Future Target Date Funds (the first ESG-aware target date funds in the market).
  • Advising PIMCO in connection with the organization and offering of a limited-term listed closed-end fund with a novel investment strategy; advising on initial public offering matters during a government shutdown; advising in connection with the organization and offering of two closed-end interval funds; in connection with multiple at-the-market shelf offerings for PIMCO closed-end funds; and on proxy contests and threats of proxy contests, including insurgent trustees’ matters.

Stradley Ronon Stevens & Young, LLP

Stradley Ronon Stevens & Young, LLP is particularly notable for its work in the robo-advisory field, providing regulatory advice to several of the market's most notable players including Betterment, Wealthfront, and Ellevest, as well as advising more traditional clients such as Franklin Templeton and Invesco on their moves into the area. Philadelphia-based pair Matthew DiClemente and Bruce Leto co-chair the practice, and are both highly experienced in the registered funds space, both acting for a range of investment companies, advisers, independent trustees, and broker-dealers in relation to regulatory and corporate matters. Michael Mundt heads up the firm's ETF offering, bringing his regulator-side experience to clients. He has previously worked on the development of ETF regulation while working at the SEC, and handles all phases of the regulatory process for ETF clients. Former SEC official Alison Fuller is another key name within the firm for regulatory work, advising on fiduciary duties, requesting no-action, interpretive, and exemptive relief from the SEC, and maintaining compliance programs. Other key figures within the team include derivatives and commodity regulation specialist Ruth Epstein, Chicago-based Alan Goldberg, who handles the setup of new investment companies and advisers, and 1940 Act specialist Prufesh Modhera. Jessica Burt and Philadelphia-based Taylor Brody  were promoted to partner at the beginning of 2020. All lawyers based in Washington DC unless otherwise stated.

Practice head(s):

Bruce Leto; Matthew DiClemente

Other key lawyers:

Alison Fuller; Michael Mundt; Ruth Epstein; Alan Goldberg; Prufesh Modhera; Jessica Burt; Taylor Brody

Testimonials

Prufesh Modhera is extraordinary. What makes him stand out is his clarity of legal expertise and advice that is unwavering. When he does not know, he accesses the right expertise effectively and efficiently. He goes the extra mile to meet tight deadlines and provide insight from experience. He has a unique ability and willingness to see issues from a client perspective and problem-solve with me, while at the same time maintaining a clear stance on the issue from a legal perspective. I can’t imagine having a better legal advisor.’

Chris Zimmerman has also been extremely persistent and diligent in helping with regulatory filings. His attention to detail provides high quality service that we value and can count on.

Prufesh Modhera is our primary partner. Prufesh has an extraordinary career representing registered and unregistered products. Importantly, Prufesh practices in D.C. and therefore is connected to numerous regulators and is able to help navigate regulatory uncertainty.’

The firm overall is extremely competitive with billing practices. We have adjusted our billing arrangements over the years to take advantage of our current needs, and Stradley has been accommodating to meet our needs.

‘What stands out with Stradley Ronon overall is the depth and breadth of experience across the firm coupled with specialization in our industry. I also think they do a great job of coordination across the firm. I appreciate that I always have an industry specialist involved to help navigate and answer questions even if the matter is referred to a generalist with specific expertise. They are great communicators who will actually collaborate and advise. All associates are very clear about specific rules and when there is interpretation. Everyone I have ever encountered has been knowledgeable and easy to work with at Stradley Ronon.’

‘The firm has extensive knowledge on investment management, from registered to unregistered products. They provide expertise on collateral areas as well, including tax and ERISA. There is quite a bit of depth in their practice group, which enables them to handle large-scale projects. They are connected to regulators and have numerous former regulators in their firm.

Stradley are strong experts in the areas they serve. We have a sophisticated private funds platform and they have helped up structure and grow our platform since 2012. Top of the line client service, response and turn around times.

Key clients

Allianz Investment Management

BlackRock Multi-Asset Board Independent Directors

Dimensional Funds/Dimensional Funds Advisers

Franklin Templeton

Invesco

Macquarie Investment Management (and Delaware Funds by Macquarie)

Morningstar

Nationwide Mutual Funds

VanEck Funds

Wealthfront

Work highlights

  • Assisted Dimensional Funds, with the introduction of its first ETFs.
  • Worked extensively on the integration and consolidation of Invesco, and asset manager, OppenheimerFunds.
  • Advising Franklin Templeton on the launch of several exotic ETFs

K&L Gates

K&L Gates is home to a strong registered funds team that advises open- and closed-end funds, ETFs, investment managers, and financial institutions on  a wide range of matters. Notable recent highlights on the transactional side include advising Federated Hermes on its acquisition of certain components of PNC Capital Advisors, including its registered funds business. Outside of the transactional sphere, the firm is highly adept in regulatory matters, serving as funds counsel for several large companies including John Hancock Financial Services, Victory Capital Management, and Equitable, among others. Leadership within the practice is split between Mark Amorosi, a former SEC official who handles both fund formation and regulatory work; Michael Caccese, whose recent work includes fund M&A and dealings with FINRA; and Ndenisarya Bregasi, who is particularly recommended for her work with independent trustees. Both Robert Zutz and Clair Pagnano are highly recommended for regulatory work, while Pagnano in particular has recently undertaken several fund restructuring matters. Mark Goshko is also recommended. The firm also saw substantial expansion in 2020, with the arrivals of New York-based Yasho Lahiri, Boston-based Kasey Lekander, and David Owen in San Francisco, who joined the firm from DLA Piper LLP (US), Choate, Hall & Stewart, and an in-house position, respectively.

Practice head(s):

Mark Amorosi; Ndenisarya Bregasi; Michael Caccese

Other key lawyers:

Robert Zutz; Claire Pagnano; Yasho Lahiri; Kasey Lekander; David Owen

Testimonials

‘Highly responsive and practical. Their years of experience, both from within the SEC and with funds, provides with a basis to propose thoughtful, regulatory-compliant, practical solutions to issues. Team members seem to be able to quote regulations and precedent-setting case law off the top of their head. No issue is too small or inconsequential.’

Robert Zutz, our primary counsel, responds to trustees’ questions in Board meetings professionally and respectfully. The entire Board trusts his opinion and advice without question. Zutz is also a good mentor to others in his firm, engaging them with the advisor and Board members so he has sufficient backup.

‘The breadth of the firm, K&L Gates, provides me as Board Chair confidence that they have the expertise to handle any situation that may arise.’

‘Robert Zutz’s his years of experience, calm and measured demeanor, practical, yet regulatory-compliant resolutions.’

‘Kathy Ingber has attention to detail, is an excellent minute writer, understands what is important, and is willing to work often behind the scenes.’

‘The K&L team servicing my fund board is extremely experienced and thoughtful. The primary partner, Ndenisarya Bregasi, assumed responsibility for the account prior to my tenure but what has been described to me by others, is that she basically showcased the vast experience of the entire K&L firm to the Board – something that they had not been aware of with the previous partners. I had been aware of the extensive breadth of K&L during my previous work experience and was thrilled that K&L had been selected to continue to serve as counsel to the Board.’

‘Each member of the team is extremely knowledgeable and has expertise in the investment management industry. In particular, as mentioned above, Ndenisarya Bregasi, is outstanding in her approach to managing the engagement and dealings with the Board members. Marguerite Laurent, also provides a depth of experience to the engagement.’

‘K&L Gates has a deep investment management practice.’

‘I have worked extensively with Mark Amorosi. He is very knowledgeable and a calming voice. His counsel is always based solidly in what is best for his client.’

Key clients

Federated Hermes

John Hancock Financial Services

Victory Capital Management and USAA Funds

Equitable Investment Management and Equitable Funds

IVA

Eaton Vance Funds

Wells Fargo

Touchstone Funds

Oakmark Funds and the Independent Trustees

Independent Trustees of the Voya Funds

Direxion Funds

Independent Trustees of the TIAA-CREF Funds

Ariel Funds and the Independent Trustees

Allianz Funds

Neuberger Berman

PIMCO Funds

Carillon Funds

Willkie Farr & Gallagher LLP

Margery Neale in New York chairs the asset management group at Willkie Farr & Gallagher LLP, which advises a range of clients including registered open- and closed-end funds, ETFs, BDCs, and broker-dealers, and also offers trustee and director representation. The highly experienced Barry Barbash is a key figure in the firm's Washington DC office. Having previously served as the director of the SEC's investment management division, Barbash advises clients on issues as diverse as fund M&A, digital assets, 1940 Act compliance, and enforcement proceedings by regulators. Jay Spinola is another notable figure within the firm, particularly for 1940 Act work, in addition to complex transactions such as ETF mergers. Contacts on the more junior end of the partnership include Washington DC-based Anne Choe, who is praised by clients for her 'incredible understanding of investment management regulation', and New York trio Brian GreeneJohn Knapke, and Deborah Tuchman, all of whom were promoted at the start of 2020. Laura Friedrich joined in New York from Shearman & Sterling LLP in February 2020.

Practice head(s):

Margery Neale

Other key lawyers:

Barry Barbash; Jay Spinola; Anne Choe; Elliot Gluck; Benjamin Haskin; Brian Greene; John Knapke; Deborah Tuchman; Laura Friedrich

Testimonials

‘Willkie has one of the best and deepest investment management practices in the industry. They have attorneys that can handle the full range of issues.’

‘Barry Barbash is the dean of the 1940 Act practice area. His wise counsel is always available, and he has more experience than almost anyone else practicising today.’

Anne Choe is an up and coming partner who is excellent. She has exceptional client service skills.

‘The Willkie team has significant experience, which would serve any client well, but most particularly in specialized problem solving and with regulatory matters (exams, exemptive relief, trending issues). The partners offer wide-ranging legal advice, all balanced by current industry practice and an ability to understand to their clients’ businesses. The practice has become particularly strong with regards to investment advisory and broker-dealer issues, in particular, Reg. BI.’

‘We have worked primarily with Barry Barbash and Anne Choe. Anne has an incredible understanding of investment management regulation, especially as it pertains to investment advisers, and brings both significant experience and excellent industry understanding to the issues. She continues to build her relationship with us and our business and we highly value her advice, responsiveness and understanding of our business. Barry’s experience as head of the Division of Investment Management shines particularly in developing areas of regulatory practice, but he is just as capable in giving day-to-day legal advice with a deep understanding of the business operations. In addition, Neesa Sood, counsel, continues to stand out in her understanding of investment company regulations and industry practices.’

‘We have complete access to the Wilkie Farr team at all times. Besides their overall knowledge of the complexities revolving around securities laws, they are thinking all the time on how to help the client. They are not afraid to talk about tough and complex topics.’

‘Jay Spinola is the partner at Wilkie Farr that we work with. He is an outstanding representative for his firm. He is level headed, knowledgeable about all facets of our industry and goes beyond the basics and helps to guide us into new areas that are always arising. We are very fortunate to have him as our attorney.’

Key clients

Credit Suisse Asset Management and Credit Suisse Funds

Flaherty & Crumrine Closed-End Funds

Gabelli Closed-End Funds

The New Ireland Fund

T. Rowe Price Funds

Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP is best known in this space for its work with ETFs, particularly those which are index-linked, advising funds such as SPDR S&P 500 ETF Trust, SPDR Dow Jones Industrial Average ETF, and SDPR Midcap 400 ETF on their ongoing regulatory and compliance matters. The firm also maintains an active advisory practice for investment banks in relation to their dealings with ETF complexes. New York-based practice head Gregory Rowland is highly recommended for fund M&A matters, having recently advised Morgan Stanley on its $7bn acquisition of Eaton Vance. Other key areas of work for the firm include SEC regulatory issues, including investigation and enforcement as well as 1940 Act compliance and relief applications. Former practice head Nora Jordan retired from the firm at the end of 2020.

Practice head(s):

Gregory Rowland

Goodwin

Christopher Palmer and Marco Adelfio jointly head the registered funds practice at Goodwin, which  counts several of the market's most prominent names among its client list including Prudential Insurance Funds and Wells Fargo Funds. The firm is also notable for its advice to independent trustees of large funds complexes, having recently worked for the independent trustees of Invesco Funds, Eaton Vance Funds, and Federated Hermes Funds among others. Paul Delligatti is another key figure within the team, handling several of the firm's most interesting mandates, such as the registration of Fundrise's closed-end interval fund. Delligatti is also highly recommended for asset management M&A, having recently led the team which handled C-III Capital Partners' sale of the Resource Real Estate Diversified Income Fund to Goldman Sachs Asset Management.

Practice head(s):

Christopher Palmer; Marco Adelfio

Other key lawyers:

Paul Delligatti

Testimonials

‘Goodwin has a deep investment management practice, working with a wide variety of clients, which enables them to tap into that expertise as it relates to our fund complex. I also appreciate the collaborative approach Goodwin emphasizes. They interact extremely well with Management, external fund counsel and in house counsel. This is important — even though Goodwin must maintain its  “independence”, the spirit of collaboration and professionalism is critical. I get the real sense that Goodwin really focuses on bringing the best of their entire firm together to focus on a particular client. There are no “lone rangers”.’

‘Marco Adelfio is the Partner in charge of our account. Marco’s expertise has been invaluable as we navigate the nuances of the rules and the responses to our requests for information. I also use Marco as a sounding board for items the Board may address in future meetings. He is extremely responsive, and very thoughtful and pragmatic in his approach. Working closely with Marco is Nicole Griffin, Counsel, also based in Washington. Like Marco, Nicole has become a trusted confidant of the independent trustees. She also has done an excellent job assisting the Board in the annual self-assessment process, spending significant time with each trustee and reporting back to the Board with observations and practical recommendations. She is a very effective communicator.’

‘Paul Delligatti has strong industry knowledge; good overall counsel on difficult topics; proactive on providing valuable insights to our needs.’

‘Goodwin’s team’s collaborative approach to staffing has ben distinctive. We have full access to two partners, both of whom are fully engaged and take in a shared approach to the relationship. They keep each other well informed and discuss projects with one another in a way that enhances our advice and counsel. They take the same approach across their practice group, including open and ongoing dialogue among litigators and business lawyers. They have direct access to litigators with extensive directly relevant experience which enhances the ability to provide advice and counsel.’

‘Marco Adelfio, Paul Delligatti, Nicole Griffin, Mac Laban in each case, see comments above concerning the services these individuals provide.’

‘We use Goodwin in an independent counsel capacity. Our partner and his team are always well prepared, thorough and able to provide the board with succinct advice and counsel.’

‘Marco Adelphio is meticulous in his preparation and well prepared for all our meetings. In addition, he is accessible and responsive to requests while also balancing a refined ability to push back on ideas or direction the Board might consider pursuing. The key element here is his perspective is always based in fact and his depth of experience provides a credibility to his comments that is respected by all Directors.’

‘Paul Delligatti and associate MacCary Laban work very well together, very well with my Board of Directors and with management. We get great support. As a small firm, we particularly appreciate their insights and deep experience in the field.’

‘Extensive registered funds experience, as well as years of asset management legal regulatory advice that is always useful and practical.’

‘Marco stands out because of his breadth of experience and knowledge as well as constructive and friendly demeanor. Nicole Griffin is able to analyze legal and regulatory developments and gives useful guidance to our board on how to fulfill our obligations and is helpful in providing examples of how other clients are reacting to developments in our field.’

‘The team has a strong grasp on the mutual fund industry from both an advisor and SEC point of view. They are frequently asked to present at industry events (both in person and webinar meetings) which helps them have a broad sampling of what industry participants are thinking / doing.’

‘I have met no one in the legal profession that understands the mutual fund business better than Chris Palmer. Chris has a rare combination of a deep technical understanding of the industry/issues along with the ability to explain/discuss these issues in a non technical manner so everyone understands the issues. He also listens very well, has perfect timing on when to be quiet and when to help direct a board conversation, and conducts everything with a great sense of humor.’

‘The Investment Funds team at Goodwin Proctor is very deep. Their knowledge of investment law is quite extensive. This is supplemented by considerable knowledge and experience in all aspects of the Investment fund management business, including operations, auditing, and investment techniques and performance. One partner in particular, Chris Palmer, stands out as extremely knowledgeable and effective. His ability to communicate well with clients and to lucidly interpret the nuances of the law is outstanding. ’

‘From my perspective, the Goodwin team that supports our products is exceptional in its commitment and dedication. The partners we work with know our business, understand the history of our products and the decision-making behind them, and bring that practical knowledge as well as their legal expertise to bear when providing guidance.’

‘The individuals with whom I work the most are Marco Adelfio and Jason Monfort. My experience working with each of them has been excellent. During the first few weeks of the pandemic, we (like others in the industry) were inundated with novel and time sensitive issues. Although I can imagine there was a line of other clients from whom Marco was fielding calls, he made us feel like we were his only client. ’

‘Goodwin is a trusted partner, offering a wealth of knowledge, experience and expertise, as well as a keen business sense.’

‘Marco Adelfio is the lead partner in our engagement. Marco has developed a strong team, provides timely responses, and brings tremendous experience and expertise to each issue.’

Key clients

Independent Trustees of the Eaton Vance Funds

Prudential Insurance Funds

Wells Fargo Funds

Independent Trustees of Invesco Funds

Independent Directors of Hartford Funds

Independent trustees of the Federated Hermes Funds

New America High Income Fund

Independent Directors of Thrivent Funds

Independent Trustees of Bridge Builder Trust

Fundrise Real Estate Interval Fund

Paul Hastings LLP

Paul Hastings LLP is active across the full range of registered fund products, providing advice on mutual funds, close-end funds, ETFs, and BDCs. Michael Rosella is particularly notable for his work with unit investment trusts, recently advising Morgan Stanley on a wide range of issues, including distribution and product design issues. Rosella also heads up the practice group, and handles a wide array of matters, including regulatory work, having recently advised RBB Funds on securing SEC clearance for the hiring of a new marketing lead, where there were concerns about joint participation under the 1940 Act. Vadim Avdeychik is recommended for fund transactions, and assisted Allianz Global Investors in the sale and transfer of its registered funds outfit to Virtus. The firm also has a presence on the West Coast, where San Francisco-based David Hearth is a contact for investment companies, advisers, and broker-dealers.

Practice head(s):

Michael Rosella

Other key lawyers:

David Hearth; Vadim Avdeychik

Testimonials

David Hearth has comprehensive knowledge and hands on experience with all aspects of mutual fund management, oversight, regulations and industry trends. He combines this knowledge with a very professional and personable presentation; always makes himself available. He is a major asset to our board.

Key clients

Jefferies

Insight Advisors

Eaton Vance

Longevity Advisors

Gabelli

Reich & Tang

Brookfield Investment Management

TCW Group (TCW Funds and Metropolitan West Funds)

TD Ameritrade

Morgan Stanley

Toqueville Asset Management

Fiduciary Trust Company / Franklin Templeton

Blackstone

The RBB Fund, Inc.

Matthews Asia Funds

SunAmerica Asset Management

Causeway Capital Management

Kayne Anderson Capital

Allianz Global Investors

Work highlights

  • Advised the board of the Tocqueville Trust on Tocqueville’s transaction with Sprott, a Canadian advisor, to transfer its flagship Tocqueville Gold Fund into the Sprott Fund complex.
  • Acting for Morgan Stanley and its growing unit investment trust business.
  • Representing Allianz in the sale and transfer of their retail registered fund business to Virtus.

Proskauer Rose LLP

Proskauer Rose LLP is particularly well known for its work with business development companies, providing a full service across both the public and private BDC spaces, with a client list that includes Crescent Capital BDC, Apollo Investment Corporation, and Neuberger Berman BDC, among others. Nicole Runyan leads the firm's BDC group, and is highly experienced in transactional work, recently advising on the sale of Garrison Capital to Portman Ridge. Runyan also heads up the firm's closed-end and interval fund offerings. Stuart Coleman leads the broader registered funds practice, and acts for many of the firm's largest clients including The BNY Mellon Family of Funds, the Lazard Funds, and the iShare ETFs. David Stephens is another key figure within the team, advising on regulatory developments, along with the development and structuring of new products. All lawyers are based in New York.

Practice head(s):

Stuart Coleman

Other key lawyers:

David Stephens; Nicole Runyan; Brad Green; Janna Manes

Testimonials

‘This practice in Proskauer is exceptionally strong with many very talented and experienced partners and associates. They provide great advice and guidance to funds and directors and I highly recommend them.’

‘The individuals I work with have a willingness to go the extra mile to address questions I might have and the advice they have provided is always accurate and complete. Stuart Coleman, David Stephens and Robert Plaze are superb.’

‘The team is deep and has been together for many years, and they are highly respected as leaders by their colleagues. The primary lawyers we have worked with during the period, and for many years prior, are David Stephens and Nicole Runyon.’

Key clients

The BNY Mellon Family of Funds

Neuberger Berman Funds

The Lazard Family of Funds

Central Park Group Funds

UBS A&Q and AM Funds

The Alger Family of Funds and ETFs

Legg Mason Partners Equity Funds and ETFs

BBR Partners/BBR ALO Fund

iShares ETFs

First Eagle Alternative Credit/Closed-End Funds

Crescent Capital BDC, Inc.

Baron Funds

Harding Loevner Funds

Grosvenor Registered Multi-Strategy Funds

Apollo Investment Corporation and Apollo Closed-End Funds

Needham Funds

Audax Capital BDC, Inc.

Work highlights

  • Advised on the merger of two BNY Mellon Funds with funds advised by Nationwide. Also working on potential conversions of some of BNY Mellon’s mutual funds into ETFs on its nascent ETF platform.
  • Advising on the closing and launch of NB Crossroads Fund V and the structuring, formation and launch of NB Crossroads Fund VI (targeting $350mm each in capital commitments).
  • Acted for The Lazard Family of Funds in a range of matters, including closed-end fund activism/mergers, fund adoption, new fund structuring, and proxy solicitations.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP is highly active in the registered funds space, particularly for large PE houses that are diversifying into registered products, with recent work for clients including Blackstone, KKR, The Carlyle Group, and Apollo Global Management, primarily in connection with the launching of BDCs. Of note over the review period, practice head Rajib Chandra helped launch Blackstone Private Credit Fund and the Carlyle Group's TGC BDC.  David Blass is another key figure within the team, focusing primarily on regulatory matters, including broker-dealer regulations, SEC examination and enforcement, and 1940 act compliance. New York-based Benjamin Wells is also recommended for fund formation and structuring, as well as for ongoing governance and compliance matters. Steven Grigoriou joined the firm in 2020 from Skadden, Arps, Slate, Meagher & Flom LLP, and Ryan Brizek make partner at the start of 2021. All lawyers are based in Washington DC unless otherwise stated.

Practice head(s):

Rajib Chanda

Other key lawyers:

David Blass; Benjamin Wells; Steven Grigoriou; Ryan Brizek

Testimonials

David Blass is a well-rounded lawyer that gives excellent business advise combined with strong legal foundation.’

Through Simpson we have been able to advance the flexibility the SEC is willing to give as it relates to co-investment.

Chris Healey has an unparalleled knowledge with respect to the 40 Act.

Key clients

Affiliated Managers Group

American Investment Council

Apollo Global Management LLC

AR Capital, LLC

Ares Management

AQR Capital Management

BC Partners

Blackstone Alternative Asset Management

Blackstone / GSO

Blackstone Real Estate Income Funds

BofA Merrill Lynch

Capital Research Group (American Funds)

The Carlyle Group

Citigroup Global Markets Inc.

CNO Financial Group, Inc.

The Coalition for Asset Management

Corsair Capital

Deutsche Bank

EIG Global Energy Partners

Fact Set Research Systems

First Eagle Credit

First Eagle Investment Management

First Pacific Advisors

HarbourVest Partners

The India Fund, Inc. and The Asia Tigers Fund, Inc.

Investment Company Institute

Institutional Shareholder Services Inc.

KKR Asset Management

KKR Real Estate

Legg Mason Closed-end Funds

Levin Capital

Magnetar Capital

MFS

Morgan Stanley & Co. LLC

New Mountain Capital

Oaktree Capital

People’s United Bank, N.A.

Raymond James & Associates, Inc.

Riverstone H

Vedder Price

Vedder Price is highly active across the spectrum of registered funds work, advising investment companies, advisers, ETFs, broker-dealers, and independent directors. The group has seen several personnel changes over the last year. Marguerite Bateman and Kimberly Vargo, both joined the Washington DC office from Schiff Hardin LLP, and Robert Crea in San Francisco joined from K&L Gates; though Jay Novatney departed for an in-house position. Bruce Rosenblum and Cathy Gonzales O’Kelly lead the practice from Washington DC and Chicago, respectively, with both providing a range of operational and regulatory advice. Renee Hardt is another key figure within the practice, and advises Great-West Funds and its independent directors on fiduciary duties and other governance topics.

Practice head(s):

Cathy Gonzales O’Kelly; Bruce Rosenblum

Other key lawyers:

Renee Hardt; Jacob Tiedt; Deborah Bielicke Eades

Testimonials

‘Vedder Price is the leading firm in our industry niche.’

‘Renee Hardt is responsive, knowledgeable and a pleasure to work with.’

‘The team exhibits knowledge, client commitment, interpersonal skills, and work ethic.’

‘Maureen Miller, the lead attorney we work with, is outstanding. She has both industry expertise as well as institutional knowledge of our Board and mutual funds. Her work ethic is second to none and she is always available to engage with Trustees.’

‘Cathy O’Kelly and John Marten are experienced and have excellent judgement and communication skills, top drawer in every respect!’

‘Cathy O’Kelly and John Marten, both excellent lawyers, diligent, skilled, detail oriented as necessary, great judgement, highly recommended.’

‘Our experience in working with John and Jacob has been very positive. They are knowledgeable in both their areas of expertise as well as other aspects of legal issues that we are challenged with. They are well rounded in their backgrounds and their views, and approach issues with an open mind focused on finding the best result given the various perspectives of all concerned parties. They are both accessible and have the foresight and relationships to include other members of Vedders Investment Services team on issues that may require more focused expertise. Both John and Jacob have invested their time in understanding our organization.

‘John is a strong relationship attorney and has done well at establishing credibility with the Advisers outside and inside General Counsel. He has a diverse background of serving various investment services clients and brings that background to bear in our situation. His views are balanced and we view his judgment as sound.’

‘Jacob is also strong with regard to relationships and his focus on detailed and complex issues have continued to stand out. He also has a diverse background and good business judgment. He is able to view legal issues from the perspective of his client while remaining balanced in his judgment.’

‘John and Jacob work well together and form a strong team in their responsibilities of representing the Independent Directors.’

‘Marguerite Bateman provides consistent, thoughtful and well-reasoned advice based on her years in the industry. She deftly liaises between the boards and the advisor to solve issues.’

‘Smaller but highly qualified group that work cooperatively to provide actionable advice to their clients.’

‘In addition to excellent legal service, both John S. Marten and Renee Hardt are invested in the success of the Board and fund group. They care about the trustees and are responsive to all requests for advice and counsel.’

‘Deep expertise and team stability leading to a pool of knowledge with direct relevance to our work.’

‘Maureen Miller has such strong mental retention on historical discussions and decisions she adds great value to our current discussions with her contextual adds.’

‘This firm has experience with many mutual funds groups across the country. This broad experience informs their advice.’

‘Cathy O’Kelly is a super lawyer who knows how to frame an issue for a board that promotes good discussion and decisions. Jacob Tiedt is a thorough and careful associate well versed in important topics of compliance and contract renewal.’

‘Cathy O’Kelly and Jacob Tiedt are the lawyers I deal with in my duties as independent trustee. Cathy is our main counsel and does a extraordinary job in providing ’40 Act guidance and industry expertise. Jacob also does an incredible job and is a key advisor in for the Operations and 15(c) Committees which I am a member. During this past year Jacob assisted the 15(c) Committee in continuing to improve materials and calendarization of our processes. It was a successful process. In addition, both Cathy and Jacob were hugely helpful in teasing out a systemic and executional issue.’

‘First and foremost would be the amount of experienced lawyers at Vedder in the asset management industry. This is beneficial to their clients, associates and even tenured lawyers. Additionally, the breath and depth they have across various aspects of .’

‘Maureen Miller has provided outstanding counsel to our board. Rarely, if ever, has she not been able to answer a director.’

‘A proactive team, providing excellent forward looking knowledge to guide board member decision making. Quite capable depth of staff.’

Key clients

Janus Henderson Funds

Great-West Funds

ICI Mutual Insurance Company

Independent Board Members of Principal Funds/ETFs/Interval Fund

Independent Trustees of Columbia Funds

Independent Trustees of Invesco ETFs

Nuveen Funds

Select Sector SPDR® ETFs

Columbia Funds

Dimensional Fund Advisors

William Blair Funds

Independent Trustees of SPDR Funds

Perpetual Limited

Independent Trustees of Franklin Templeton Funds

Work highlights

  • Serves as counsel to the funds and independent directors of Great-West Funds, and recently successfully represented the independent directors in connection with litigation under Section 36(b) of the Investment Company Act alleging breach of fiduciary duty by the investment adviser.
  • Provided guidance to the independent trustees since inception of the Invesco ETFs in 2004, including advice on change-of-control and other transactions, new products and approval of advisory contracts, as well as two acquisitions of external suites of funds.
  • Counseled the independent trustees of mutual funds and ETFs in the Franklin Templeton Investments complex in numerous matters, including the outsourcing of fund accounting and administration to a third party and the acquisition of Legg Mason.

Faegre Drinker Biddle & Reath LLP

Faegre Drinker Biddle & Reath LLP has a reputation for advising investment managers and other financial services companies on a wide variety of matters. Contacts in the team include Joshua Deringer in New York and Michael Malloy in Philadelphia.

Schulte Roth & Zabel LLP

Schulte Roth & Zabel LLP's registered funds practice advises clients on the establishment and operation of registered closed-end funds, business development companies, mutual funds, interval funds and other products regulated under the Investment Company Act of 1940. The practice has wide experiences in 1940 Act and public markets matters. The practice takes a multidisciplinary approach, working with over 85 lawyers within the firm’s broader investment management group. Key clients include YieldStreet, Investors Diversified Realty and ArrowMark Partners. Heading the practice are Stephanie Breslow, David Efron, and David Nissenbaum. A lawyer to note is Washington DC-based registered funds lawyer John Mahon, who has been involved with more than 100 debt and equity offerings.

Practice head(s):

Stephanie Breslow; David Efron; David Nissenbaum

Other key lawyers:

John Mahon

Key clients

YieldStreet

Investors Diversified Realty

ArrowMark Partners

Seward & Kissel LLP

Seward & Kissel LLP advises mutual funds, closed-end funds, exchange traded funds, business development companies, and other entities registered under the 1940 Investment Company Act and the 1934 Securities Exchange Act and with securities registered under the 1933 Securities Act regarding the full range of their activities. The practice represents a variety of asset management organizations, including some of the largest mutual fund complexes domestically and globally, serving as counsel to over 250 mutual funds worldwide. Among others key clients are Aegis Funds/Aegis Financial Corporation, Akre Capital Management LLC, North Square Funds and Prospector Funds/Prospector Partners Asset Management. Washington DC-based Paul Miller heads the registered funds group where he focuses primarily on registered investment companies and registered investment advisers. A lawyer of note is Robert Kurucza, who has represented major financial services companies, in various regulatory matters and transactions, as well as litigation and compliance issues.

Practice head(s):

Paul Miller

Other key lawyers:

Robert Kurucza

Key clients

AB Funds/AllianceBernstein L.P.

Aegis Funds/Aegis Financial Corporation

Akre Capital Management LLC

Columbia Funds

Estancia Capital Partners

Fairholme Funds/Fairholme Capital Management LLC

Forum Funds

North Square Funds

Prospector Funds/Prospector Partners Asset Management

Sequoia Fund/Ruane, Cunniff & Goldfarb LP

Shearman & Sterling LLP

Shearman & Sterling LLP acts for traditional mutual funds, innovative registered investment companies, and specialized vehicles such as SPACs. Key figure Thomas Majewski advises investment funds and their advisers, and has particular experience in financial statement analysis. Clients have also highlighted Paul Schreiber for his exceptional advice to closed-end funds. In 2020, Jay Baris and Nathan Greene left for Sidley Austin LLP, and Laura Friedrich departed for Willkie Farr & Gallagher LLP. All named lawyers are based in the firm's New York office, though the group works together with team members in Hong Kong, Tokyo and the UK.

Practice head(s):

Paul Schreiber

Other key lawyers:

Thomas Majewski

Testimonials

‘Paul Schreiber is exceptional in providing advice especially to closed-end funds and entities that need an opinion that they are not an investment company.’

‘Paul Schreiber is a very experienced and talented attorney.’

‘A ton of experience and wisdom. Importantly, a great balance of legal expertise and practical business approach. ’

‘Paul Schreiber is incredibly, consistently demonstrating wisdom and expertise.’

Key clients

Miller/Howard Funds

Torchlight Investors

StoneCastle Financial Corp.

Work highlights

  • Represented Miller/Howard Funds and its directors in its IPO and continue to represent the High Income Equity Fund and its board, on all legal, regulatory and compliance matters.
  • Represent the independent directors of StoneCastle Financial Corp., a NYSE-listed closed-end investment company (the company).
  • Advising Torchlight Investors on complex structuring of new products, business strategy and expansion financing.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP advises sponsor and investment clients - including asset management firms - on the formation of a range of public and private investment vehicles, including registered and unregistered funds, through its investment management group. The team also represents  business development companies. New York-based regulatory expert Michael Hoffman, who leads the practice, has experience in obtaining SEC exemptions and is regularly involved in complex M&A. In Boston, Thomas DeCapo, advises on the development of new investment products, while Kenneth Burdon advises boards of directors on corporate, regulatory and governance matters. Kevin Hardy in Chicago focuses on mutual, ETF, and closed-end fund formation.

Other key lawyers:

Michael Hoffman; Thomas DeCapo; Kenneth Burdon; Kevin Hardy

Sullivan & Worcester LLP

Sullivan & Worcester LLP has an experienced team in assisting funds and their trustees, independent directors and investment management companies. Co-leader of the firm's investment management group, David Mahaffey, along with partners Nicole Crum and Matthew Van Wormer, advise the Independent Trustees of the John Hancock Funds, a fund group sponsored by the insurance giant John Hancock. Jointly leading the practice is David Leahy, who has handled recent matters for the independent directors of the Legg Mason Closed-End Funds. Other names to note include John Chilton, John Hunt in Boston, and Dominic Pugliese in New York.

Practice head(s):

David Leahy; David Mahaffey

Other key lawyers:

Nicole Crum; Matthew Van Wormer; John Chilton; John Hunt; Dominic Pugliese

Testimonials

‘Our team led by David Leahy provides outstanding counsel and advice to the Independent Trustees. They have an excellent understanding of the mutual fund industry and our role. They also are responsive to any request and proactive in imparting knowledge to the Trustees.’

‘Knowledge of the Industry and the law. Excellent advice. Proactive in providing the Trustees with ideas/suggestions. Extremely responsive. David Leahy and John Chilton are our contacts and we are very pleased with them.’

‘Strong knowledge of the law and regulations. Practical in application and reacting to business needs.’

‘David Mahaffey is practical and savvy in evaluating situations and giving advice. He is sensible and always listens to opposing point of view. He is not dogmatic but flexible. However when he needs to be firm, he is.’

Key clients

Independent Trustees of the John Hancock Funds, including John Hancock Variable Insurance Trust, John Hancock Funds II, John Hancock Funds III, John Hancock Closed-End Funds and John Hancock GA Mortgage Trust

Independent Trustees of the Pacific Select Fund and Pacific Funds Series Trust

Independent Directors of the Legg Mason Closed-End Funds

Virtus Mutual Funds and Virtus Variable Insurance Trust and their Independent Trustees

VALIC Retirement Funds and their Independent Directors/Trustees

ETF Managers Trust, ETF Managers Group LLC, ETF Managers Group Commodity Trust I and ETF Managers Capital LLC

Independent Trustees of ARK ETF Trust

Pear Tree Funds and their Independent Trustees

Independent Trustees of the Matthews Asia Funds

Advisors Series Trust

Work highlights

  • Advised the Independent Directors of the Legg Mason Closed-End Funds regarding their duties and responsibilities in approving, among other matters, new management and sub-advisory agreements for each Fund in connection with Franklin Resources, Inc.’s acquisition of Legg Mason, Inc.
  • Representing the Virtus Mutual Funds and their Independents Trustees in connection with a recently-announced long-term strategic partnership between Virtus Investment Partners, Inc. (Virtus) and Allianz Global Investors (AllianzGI) under which Virtus and its affiliates would become the investment adviser, distributor and administrator to AllianzGI’s open-end and closed-end funds with AllianzGI portfolio management teams managing those funds in an sub-advisory capacity.
  • Advising the Independent Trustees of the Calvert Funds regarding their duties and responsibilities in anticipation of their consideration of the approval of, among other matters, new investment advisory and sub-advisory agreements for each Fund in connection with Morgan Stanley’s acquisition of Eaton Vance Corp.

Thompson Hine LLP

Primarily based in the firm's Columbus, Ohio office, the team at Thompson Hine LLP provides structural, transactional and regulatory advice for a range of clients across a wide range of ETF and mutual funds matters. Michael Wible handles regulatory work for investment companies, while Andrew Davalla counts open-end fund and ETF work as core areas of expertise. Also noted are JoAnn Strasser, chair of the investment management practice group in Columbus, and partner Bibb Strench in the Washington DC office.

Practice head(s):

JoAnn Strasser

Other key lawyers:

Michael Wible; Andrew Davalla; JoAnn Strasser

Testimonials

‘Thompson Hine has a strong securities practice for a regional firm, with experience across registered, private and hedge funds and ETFs. They have been opportunistic in bringing on board talent to expand the team’s capabilities. They also provide terrific value to small and mid-sized asset management firms. As one example, when a client asset manager became enmeshed in a major bankruptcy case involving a security purchased years ago Thompson Hine brought in bankruptcy expertise that resolved the matter for the manager at a very reasonable cost.’

‘I now work primarily with Cassandra Borchers. Cassandra is a great collaborator, helping us and our clients achieve appropriate outcomes while meeting regulatory and board requirements. When necessary Cassandra has brought in Bibb Strench to assist on ETF matters, and Bibb brings extensive knowledge and experience to our clients. Both Cassandra and Bibb often have necessary answers at their finger-tips, eliminating the need for the extensive (and costly) research we sometimes see larger firms use as a means of training junior associates.’

Key clients

Flat Rock Capital Corp.

ETF Clients

LoCorr Macro Strategies Fund

Rocky Mountain Private Wealth Management LLC

Resource Real Estate Diversified Income Fund

OSPS Trustee Limited

Simplify Exchange Traded Funds

Emles Trust

Work highlights

  • Emles Trust is a new open-end investment company with multiple exchange-traded funds in registration. After successfully launching and selling the Steelpath MLP Funds to Oppenheimer, the founders sought experienced ETF counsel that could launch a new, proprietary family of ETFs, and facilitate their return to the Fund industry.
  • Represented LoCorr Macro Strategies Fund in connection with the merger of the Steben Managed Futures Strategy Fund into the LoCorr Fund.
  • Developed the “Rule 6c-11 Implementation Guide and Considerations” to assist exchange-traded funds with compliance with Rule 6c-11 under the Investment Company Act of 1940.