Mutual/registered/exchange-traded funds in United States

Dechert LLP

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.

Practice head(s):

Christopher Harvey

Other key lawyers:

Megan Johnson; Geoffrey Kenyon; Christopher Christian; Allison Fumai; Mark Perlow; John O’Hanlon; Douglas Dick; Thomas Bogle; Stephanie Capistron

Testimonials

‘Our engagement and experience with Dechert has been through Christopher Harvey who has been the lead partner acting as counsel to the Independent Trustees for our fund group for many years now. Chris is a leading practitioner in this area, with top notch technical knowledge and ability, yet highly effective in practical problem solving. Notwithstanding his significant portfolio of other clients and management responsibilities within his firm, Chris remains readily accessible and responsive to our needs. And of course he is very personable, which makes for an enjoyable working relationship both professionally and personally. Chris is always supported by a team of very capable associates and we have worked with a few of them over the course of time. I can say that the associates perform to the same exacting standards set by Chris. Overall our working experience with Chris and his team has been excellent.’

‘Their practice is deeply experienced and resourced on a global basis. Long and broad tenure in the field offers insight and guidance on critical, but more standard issues, regulations and requirements, as well as with complex financial innovations that the board must master.’

‘The advice, insight and support that Christopher Harvey and Stephanie Capistron provide to the Board is superb. They manage seamless availability. And, while supremely professional, they are warm, calm professionals. This helps during the hours of prep and long, detail-rich meetings. They deliver advice in a manner that serves the most sophisticated and experienced board members well, all the while carefully educating the newest member.’

 

Key clients

MainStay Funds

Work highlights

  • Serving as counsel to all of the MainStay US mutual and closed-end funds, as well as the funds’ board and its independent trustees.
  • Serving as counsel to the 150 open-end funds and ETFs offered by one of the world’s largest asset management firms.

Morgan, Lewis & Bockius LLP

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. 

Practice head(s):

John McGuire; Timothy Levin; Roger Joseph

Other key lawyers:

Thomas Harman; Laura Flores; Barry Hurwitz; Toby Serkin; Christopher Menconi; Lea Anne Copenhefer; Lance Dial; Abigail Bertumen

Testimonials

‘Breadth and depth of practice, extensive subject matter expertise, great technology, genuinely nice people, easy to work with on billing.’

‘Incredible breadth and depth in terms of knowledge and experience in each of their respective practice areas.’

 

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 Resources

Amundi Asset Management US, Inc.

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

Transamerica Funds

Invesco

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

City National Rochdale Funds

Guggenheim Investments

Exchange Traded Concepts

Investment Managers Series Trust

AdvisorShares

Cambria ETF Trust

Catholic United Investment Trust

Brown Brothers Harriman/BBH Trust

Work highlights

    Ropes & Gray LLP

    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.

    Practice head(s):

    Bryan Chegwidden; Thomas Hiller; James Thomas

    Other key lawyers:

    John Loder; Timothy Diggins; Michael Doherty; Elizabeth Reza; Paulita Pike

    Testimonials

    ‘Ropes has an incredibly bright, thoughtful and deep investment management team. They have experts in almost every aspect of the industry. Their experience with board to investment adviser issues, from litigation to transactional issues, from regulatory to operational issues is second to none and really helps to keep the whole team up to speed on how best to react to any new development that arises.’

    ‘Paulita Pike is an expert on board issues, who can provide a practical perspective and solutions to any problem. She has a client-first mentality that is greatly appreciated.’

    ‘Each of the partners is a master at their craft and amazingly personable.’

    ‘We work closely with Bryan Chegwidden who is nothing less than outstanding: knowledgeable, succinct, and possessed of great judgment. He is personable and easy to deal with.’

    ‘Excellent.’

    Key clients

    Affiliated Managers Group (AMG)

    Blackstone Alternative Asset Management (BAAM) and its registered investment companies

    Brighthouse Funds

    Calamos Funds and their Independent Trustees

    DoubleLine Funds and their Independent Trustees

    Independent Trustees of the DWS Funds

    Grantham, Mayo, Van Otterloo & Co., LLC (GMO)

    Impact Shares ETFs

    Invesco

    Jackson National Funds and their Independent Trustees

    Longspur Capital

    MFS Funds and their Independent Trustees

    Natixis Global Asset Management

    The Northern Trust Company

    Pax World Funds

    Putnam Funds and their Independent Trustees

    Schroder Investment Management North America

    State Street Corporation and State Street Global Advisers

    Thrivent

    Voya Funds

    Work highlights

    • Serving as fund counsel to over 40 mutual funds sponsored and managed by AMG Funds, a wholly-owned subsidiary of Affiliated Managers Group, the leading US-based global asset management firm that operates through a diverse group of boutique investment firms.
    • Advising the DoubleLine Funds, a leading US-based mutual fund family, and their independent trustees, on issues concerning the client’s entire mutual fund complex, including DoubleLine Total Return Bond Fund, which has been one of the highest-performing bond funds in its category and has net assets of approximately $50bn.
    • Advising the independent trustees of the MFS Funds and the MFS Funds mutual fund complex – consisting of approximately 136 funds in all asset classes – on all types of regulatory and compliance issues, trading and investment activities, new investment products, the restructuring or merger of existing investment products, and the on-going offering and operation of the funds.

    Stradley Ronon Stevens & Young, LLP

    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.

    Practice head(s):

    Bruce Leto; Matthew DiClemente

    Other key lawyers:

    Alison Fuller; Michael Mundt; Ruth Epstein; Alan Goldberg; Prufesh Modhera; Sara Crovitz; Jamie Gershkow; David Roeber; Brian Crowell; Susan Gault-Brown

    Testimonials

    ‘The team we worked with at Stradley Ronon was the absolute best in the country in the area we needed assistance. I am not sure anyone else could have had the expertise they had.’

    ‘Stradley truly works to partner with us to find solutions, continually trying to understand our business goals to provide actionable, tailored advice. Stradley’s industry knowledge and expertise in interacting with the SEC has been crucial to the completion of several of my firm’s highest-priority business initiatives, including several initiatives involving novel questions and solutions.’

    ‘Prufesh Modhera strikes a crucial balance of legal advice from a business perspective that we perceive as distinctive in the industry.’

    ‘Profound expertise in asset management and related areas. Depth of personnel that has extensive regulatory experience. The ability to provide “business advice” not just legal advice; they provide practical solutions to relevant issues. They are a collaborative firm that routinely taps into the knowledge of their colleagues. They anticipate issues and are able to provide proactive guidance. They do all of this at a reasonable price point.’

    ‘They are attentive, focused and look for the legal solution with our business needs in mind.’

    ‘Ruth Epstein is a wonderful resource for CFTC and NFA compliance. She knows the commodity pool operator and commodity trading advisor rules and how to navigate them successfully for any client account. Her poise and thoughtful consideration of issues makes her stand out in the derivatives space.’ 

    ‘Deep subject matter expertise, knowledge of the client, and ability to adapt to new business and regulatory developments enable Stradley to provide timely, tailored guidance as opposed to just generalizing.’

    ‘Our team at Stradley really listens and provides expert advice often on tight timelines that we have found essential to our success. We also appreciate how deftly they coordinate.’  

    Key clients

    Allianz Investment Management

    Betterment

    BlackRock (independent directors)

    Capital Group/American Funds

    Dimensional

    Franklin Templeton

    Invesco

    Macquarie Asset Management

    Morningstar Investment Management

    Northern Trust

    Work highlights

    • Assisted Dimensional Funds with the conversion of several of its mutual funds to ETFs, with resultant funds representing almost $40bn in assets under management.
    • Represented Macquarie Asset Management in its acquisition of one of the oldest asset management companies in the US, Waddell & Reed Financial.
    • Advised key funds client Invesco on defending itself from incursions by a well-known activist firm, Saba Capital Management, run by hedge fund guru Boaz Weinstein.

    Willkie Farr & Gallagher LLP

    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.

    Practice head(s):

    Margery Neale; Lior Ohayon

    Other key lawyers:

    Barry Barbash; Jay Spinola; Anne Choe; Elliot Gluck; Benjamin Haskin

    Testimonials

    ‘The resources and the holistic approach they take help us navigate the complicated waters of securities regulations.’

    ‘Our attorney takes a direct hands-on approach to our challenges. He is not afraid to bring up delicate matters and to address them in a clear and concise manner.’

     

    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

    Work highlights

      Goodwin

      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‘.

      Practice head(s):

      Christopher Palmer

      Other key lawyers:

      Marco Adelfio; Paul Delligatti

      Testimonials

      ‘Goodwin has great depth in the “40 Act Investment Management” sector. Practitioners have high profiles in the industry. Partners nurture associates and get them engaged with the client, providing comfort of continuity and growth in the practice. Partners have been creative in using para-professionals and administrative staff at Goodwin to interface with clients to help contain fees.’

      ‘All are very patient with us, very responsive to us.’

      ‘Depth of resources; ability to quickly bring necessary information to help guide decisions.’

      Key clients

      INVESCO Funds – Independent Trustees

      Bridge Builder Trust – Independent Trustees

      Series Portfolio Trust

      Federated Hermes Funds – Independent Trustees

      Eaton Vance Funds

      Rise Companies Corporation

      Knights of Columbus Asset Advisers

      Fidus Investment Corporation – Independent Directors

      Hartford Mutual Funds – Independent Directors

      Thrivent Mutual Funds – Independent Directors

      Guardian Variable Products Trust – Independent Trustees

      AssetMark Funds – Independent Trustees

      Work highlights

        K&L Gates

        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. 

        Practice head(s):

        Mark Amorosi; Ndenisarya Bregasi; Michael Caccese

        Other key lawyers:

        Robert Zutz; Claire Pagnano; Mark Goshko

        Testimonials

        ‘The K&L Gates’ registered funds practice group provides exceptional legal service. The professionals are able to consider fact patterns from multiple perspectives and respond in a way that is anticipatory of the types of follow-up questions they might receive. The team is also incredibly timely and responsive. They are collaborative and more like team members than service providers.’

        ‘The individuals are personable, friendly, and inviting, and, importantly, are willing to take alternative opinions into consideration when rendering advice. They understand that there is no black/white and that the facts and circumstances of different scenarios may warrant a different approach, even if that’s an unusual one.’

        ‘The team is very experienced and able to provide timely, practical solutions to a ranges of issues we run across on a day to day basis.’

        ‘Depth and range of knowledge of the entire team. Ability to work collaboratively with a number of individual personalities in an effective manner. Having worked with a number of different law firms throughout my career, I am extremely impressed with the quality of K&L’s work and the depth of the firm. Not only are they well-versed in the investment management industry but the team also is able to draw on the litigation, tax, pension, and corporate practice groups (to name but a few) to assist the board.’

        ‘We are so proud that the K&L team assigned to our account is not only diverse but an all female team. Ndenisarya Bregasi who leads the team is an extremely qualified and knowledgeable individual who leads through example. She has assembled such an accomplished team and the board members are able to witness her leadership, guidance and mentoring at each meeting.’

        ‘Broad expertise in all areas relating to registered funds. Highly responsive and easy to work with.’

        ‘Extraordinarily knowledgeable and responsive team, deep expertise on all aspects of mutual fund and ETF legal and regulatory policy, smart and creative when confronting new situations.’

        ‘Available and accessible, prepared to work on even very tight timetables to respond to late-breaking issues at board meetings, always ready to meet members of our fund board “where they are” and to provide more background or detail for those who need it.’

        Key clients

        Touchstone Advisors, Inc.

        Federated Hermes, Inc.

        John Hancock Investment Management

        Victory Capital Management and USAA Funds

        Equitable Investment Management and Equitable Funds

        International Value Advisers (IVA)

        Eaton Vance Management

        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

        Work highlights

        • Advised Federated Hermes on their recent acquisition of $568m in mutual fund assets from Horizon Advisers, and subsequent reorganization of nine mutual funds.
        • Serving as primary M&A deal counsel and fund counsel to Touchstone Advisors in connection with its acquisition of the AIG Life & Retirement’s Retail Mutual Funds business.
        • Serving as primary counsel for John Hancock Investment Management and John Hancock Variable Trust Advisers, the advisers for all John Hancock US investment companies.

        Simpson Thacher & Bartlett LLP

        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.

        Practice head(s):

        Rajib Chanda

        Other key lawyers:

        David Blass; Benjamin Wells; Jacqueline Edwards; Ryan Brizek

        Testimonials

        ‘Committed to training/bringing up new talent. Creative thinkers.’

        ‘Rajib Chanda, Benjamin Wells – great!’

        ‘Very client friendly. Always searching for a solution, rather than responding simply with a yes or no.’

        ‘David Blass is terrific. Very knowledgeable and services driven.’

         

        Key clients

        Affiliated Managers Group

        American Investment Council

        Angelo Gordon & Co

        Apollo Credit Management, LLC

        AQR Capital Management

        Ares Management

        Artisan Partners Asset Management

        BC Partners

        Blackstone Alternative Asset Management

        Blackstone Credit

        Blackstone Real Estate Income Funds

        BofA Merrill Lynch

        Capital Research Group (American Funds)

        The Carlyle Group

        Citigroup Global Markets Inc.

        Cohen & Steers

        Diameter Capital Partners

        Ecofin Investments, LLC

        EIG Global Energy Partners

        Fidelity Investments

        First Eagle Credit

        First Eagle Investment Management

        HarbourVest Partners

        Impact Shares

        Investment Company Institute

        Institutional Shareholder Services Inc.

        JPMorgan Asset Management

        KKR Asset Management

        KKR Real Estate

        Legg Mason Closed-end Funds

        Magnetar Capital

        MFS

        Morgan Stanley & Co. LLC

        New Mountain Capital

        Oaktree Capital Onex Falcon Investment Advisors, LLC

        Pacific Investment Management Company LLC (“PIMCO”)

        PGIM Investments, LLC

        Raymond James & Associates, Inc.

        SIFMA Asset Management Group

        Sixth Street

        Skybridge Capital

        Stone Ridge Funds Independent Trustees

        Third Point LLC

        Toronto Dominion Bank

        Tortoise Capital Advisors, L.L.C.

        UBS Securities LLC

        United Services Automobile Association (USAA)

        Wells Fargo Securities, LLC

        Work highlights

        • Advised Blackstone on the first ever multi-class non-traded BDC, Blackstone Private Credit Fund, which has attracted investments averaging over $800m per month since its recent launch.
        • Advised KKR Real Estate Select Trust – the second ever registered investment company that intends to be taxed as a REIT for US federal income tax purposes, and is the first-ever to receive exemptive relief from the SEC to be paid its fees in shares – on its public offering of up to $2bn of common stock.
        • Serving as counsel to the independent trustees of the Fidelity High Income and Equity Funds, including providing ongoing regulatory, compliance and governance advice with respect to the client’s mutual funds registered under the Investment Company Act of 1940.

        Davis Polk & Wardwell LLP

        Under the leadership of New York-based Gregory Rowland, Davis Polk & Wardwell LLP continues to stand out as a leading advisor on all matters relating to ETFs; the team is regularly instructed by major investment banks – Goldman Sachs and Morgan Stanley are just two examples of the notable names in this roster – to assist them with issues concerning EFTs, including representing such clients in dealings with major ETF complexes and counselling on alternative methods of seeding ETFs. As an extension of this focus, the group has also developed extensive experience in broker-dealer and regulatory matters which affect the fields of commodities and derivatives. The firm frequently handles SEC-related mandates on the instruction of asset managers who have received significant deficiency letters or subpoenas involving their mutual funds. 

        Practice head(s):

        Gregory Rowland

        Key clients

        UBS A&Q Funds – Independent Directors

        AQR Capital Management

        Baron Capital

        Central Park Group Funds – Independent Directors

        Goldman Sachs

        Guggenheim Investments

        ICE – SPDR ETFs

        J.P. Morgan and Six Circles Funds

        KKR

        Lightyear Capital

        Morgan Stanley

        Perella Weinberg

        PIMCO

        Silver Spike

        Stone Ridge Asset Management

        Work highlights

          Paul Hastings LLP

          Paul Hastings LLP offers expert advice across all types of registered funds and investment vehicles, including mutual funds, closed-end funds, ETFs and BDCs. The offering is particularly well regarded for its track record in the unit investment trust space; New York-based practice head Michael Rosella  continues to cement and develop the team’s reputation in this field. The group’s ability to leverage the strength of other departments within the firm ensures that it regularly wins mandates from notable funds clients on related M&A. Also recommended are David Hearth from the San Francisco office and Vadim Avdeychik in New York, who are singled out by one client for their ability to ‘bring to the table unmatched knowledge and skills with respect to BDCs‘.

          Practice head(s):

          Michael Rosella

          Other key lawyers:

          David Hearth; Vadim Avdeychik

          Testimonials

          ‘David Hearth and Vadim Avdeychik bring to the table unmatched knowledge and skills with respect to business development companies that have been vital to our business. Their experience and market data with BDCs is invaluable to our continued growth.’

           

          Key clients

          Jefferies

          Insight Advisors

          Eaton Vance

          Longevity Advisors

          Gabelli

          Brookfield Investment Management

          TCW Group (TCW Funds and Metropolitan West Funds)

          Morgan Stanley

          Tocqueville Asset Management

          Fiduciary Trust Company / Franklin Templeton

          The RBB Fund, Inc.

          Matthews Asia Funds

          SunAmerica Asset Management

          Kayne Anderson Capital

          Allianz Global Investors

          Oaktree Capital

          Intelligent Medicine Group

          Brookfield Oaktree Wealth Solutions

          Franklin Templeton Private Equity

          Work highlights

          • Advised Kayne Anderson on two new closed-end funds to be regulated as business development companies and provided assistance on restructuring registered NYSE-traded funds to address the collapse of energy markets.
          • Representing the TCW group in the organization and launch of a new regulated business development company focused on direct lending assets.
          • Advised Oaktree Capital on the launch of a new emerging markets mutual fund, and separately assisted the client with a new closed-end interval fund.

          Proskauer Rose LLP

          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. 

          Practice head(s):

          Stuart Coleman

          Other key lawyers:

          David Stephens; Nicole Runyan; Bradford Green; Janna Manes; David Marcinkus

          Testimonials

          ‘Great knowledge, experience and good judgment. Put the client first.’

          ‘The team has a very deep bench. Anyone who has ever represented the firm in the 40 Act space has been extremely knowledgeable and always well prepared.’

          ‘They all have an excellent balance of professionalism and personality while at the same time being knowledgeable and having good business sense. They are always very well prepared and I have never found them at a loss on any subject matter before our boards.’

           

          Key clients

          The BNY Mellon Family of Funds (Fund and Independent Board Counsel)

          Neuberger Berman Funds (Fund and Independent Board Counsel) and BDC

          The Lazard Family of Funds (Fund and Independent Board Counsel)

          Central Park Group Funds (Fund and Adviser Counsel)

          UBS A&Q and AM Funds (Fund (A&Q) and Independent Board (AM) Counsel)

          The Alger Family of Funds and ETFs (Fund and Adviser Counsel)

          Legg Mason Partners Funds and Legg Mason Global Asset Management Trust (Independent Board Counsel)

          iShares ETFs (Independent Board Counsel)

          ARK Investment Management (Adviser Counsel)

          Ares Landmark Private Markets Fund (Fund and Adviser Counsel)

          Apollo BDCs and Closed-End Funds (Independent Board Counsel)

          First Eagle/FEAC Closed-End Funds (Fund and Adviser Counsel)

          Baron Funds (Independent Board Counsel)

          Crescent Capital BDC, Inc. (Independent Board Counsel)

          Needham Funds (Fund and Independent Board Counsel)

          Harding Loevner Funds (Independent Board Counsel)

          Grosvenor Registered Multi-Strategy Funds (Independent Board Counsel)

          BBR Partners/BBR ALO Fund (Fund and Adviser Counsel)

          Morgan Stanley Pathway Funds (Independent Board Counsel)

          Broadridge Financial Solutions

          Work highlights

          • Advising the BNY Mellon Family of Funds on numerous mandates, including assisting with money market fund rationalization and consolidation, investment management realignment and the recent launch of BNY Mellon Alcentra Opportunistic Global Credit Income Fund, a multi-strategy credit-focused interval fund.
          • Advised Neuberger Berman on nearly $1bn in capital raising, including assisting with the launch and closing of NB Crossroads Fund VI; the structuring, formation and registration of NB Crossroads Fund VII; and the structuring and launch of NB Crossroads Private Markets Fund, a continuously offered evergreen access fund.
          • Assisting Central Park Group with the sale of its asset management business to the Macquarie Group.

          Seward & Kissel LLP

          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.

          Practice head(s):

          Paul M Miller

          Other key lawyers:

          Robert Kurucza; Lancelot King; Alexandra Alberstadt

          Key clients

          AB Funds/AllianceBernstein L.P.

          Aegis Funds/Aegis Financial Corporation

          Akre Capital Management LLC

          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

          Work highlights

          • Advised on the registration of three new North Square Funds and the reorganization of three mutual funds managed by Stadion Money Management into the corresponding North Square Funds, representing an acquisition of approximately $730m in fund assets now managed by North Square Investments.
          • Advised iM Global Funds: iM Dolan McEniry Corporate Bond Fund, the iM DBi Managed Futures Strategy ETF and the iM DBi Hedge Strategy ETF on their reorganization into a corresponding clone fund of Litman Gregory Funds Trust, reflecting the transfer of approximately $171m in fund assets.
          • Advised AB FlexFee Large Cap Growth Portfolio and AB Large Cap Growth Fund on AB Large Cap Growth Fund’s acquisition of approximately $389m worth of assets of AB FlexFee Large Cap Growth Portfolio.

          Vedder Price

          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. 

          Practice head(s):

          Cathy Gonzales O’Kelly; Bruce Rosenblum

          Other key lawyers:

          Renee Hardt; Jacob Tiedt; Deborah Bielicke Eades; John Marten; Jeremy Senderowicz

          Testimonials

          ‘Exceptional industry knowledge. Regular updates on trends and developing issues that are timely and efficient.’

          ‘Deep understanding of the mutual fund industry and our firm’s specific issues and challenges.’

          ‘We believe the team to be well balanced, informed, and detailed in their knowledge of each of their particular areas of expertise. They communicate often and thoroughly about their various client issues and challenges, which enables the entire group to benefit from their individual experiences. We believe that it provides an added level of review and thought regarding any legal, and/or business concerns that we as independent directors face.’

          ‘Our experience in working with John Marten and Jacob Tiedt 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 Vedder’s Investment Services team on issues that may require more focused expertise. Both John and Jacob have invested their time in understanding our organization.’

          ‘The team and practice is right sized; that is, there is enough depth of knowledge and experience while still having a tight knit group of professionals. Vedder Price continues to add quality shareholders to improve their coverage of the industry.’

          ‘Superb command of the 1940 Act and concise, actionable advise.’

          ‘A high quality practice. Interaction with partners and associates is efficient and of the highest quality.’

          ‘Renee Hardt is a standout practitioner of Vedder Price. She has a broad and in-depth knowledge of industry, legal and business issues. She has always been quick to respond and has managed the communication issues resulting from Covid extremely well. Billing has always been transparent and appropriate for work performed. She has always been timely with communication and work product.’

          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

          Janus Henderson 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

          • Advising the funds and independent directors of Great-West Funds, including a recent successful representation of 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.
          • Advising the independent trustees since the inception of the Invesco ETFs in 2004, including assisting with change-of-control and other transactions, new products and approval of advisory contracts, as well as two acquisitions of external suites of funds.
          • Advising the independent trustees of mutual funds and ETFs in the Franklin Templeton Investments complex on numerous matters, including the outsourcing of fund accounting and administration to a third party and the acquisition of Legg Mason.

          Eversheds Sutherland

          Eversheds Sutherland excels in two core areas of the market in particular: the firm is a leading choice for matters relating to the formation, structuring, financing, compliance and operation of national BDCs, and is likewise highly valued for its expertise in registered insurance products. In the latter area, Stephen Roth – who also acts as the head of the financial services group – is a standout practitioner, while in the former, Steven Boehm is the name to note. Cynthia Krus regularly works with boards of directors to develop strategic plans and timing for critical decisions in all aspects of their businesses, including M&A; proxy contests, reorganizations, debt, equity and rights offerings, and other transactions. Owen Pinkerton, formerly of Thompson Hine LLP, joined the practice in June 2021. All named attorneys are based in Washington DC.

          Practice head(s):

          Stephen Roth; Steven Boehm

          Other key lawyers:

          Owen Pinkerton; Cynthia Krus

          Key clients

          Owl Rock Capital Corporation

          Committee of Annuity Insurers

          Goldman Sachs Middle Market Lending Corp.

          Newtek Business Services Corporation

          GuideStone Funds

          Ares Capital Corporation

          Various Life Insurance Companies

          Trinity Capital Inc.

          CIM Real Assets & Credit Fund

          Fidus Investment Corporation

          Prospect Capital Management.

          Midland National Life Insurance Company

          OFS Capital Management

          Capital Southwest Corporation

          American General Life Insurance Company

          USCF ETF Trust

          Saratoga Investment Corporation

          Zell Capital

          M Fund

          Work highlights

          • Representing Owl Rock Capital Corporation on various matters, including bringing to market the first non-traded multi-class offering for Owl Rock Core Income, advising on the company’s initial public offering of notes worth $450m, advising on a public offering of notes worth $1bn, and assisting with the merge into a special purpose acquisition company, and becoming publicly traded as Blue Owl (valued at $12.5bn).
          • Serving as lead counsel to a coalition of 31 major US life insurance companies and their affiliated broker-dealers, and providing strategic and legal counsel to these entities in their efforts to affect the direction and details of various relevant SEC, FINRA and US Department of Labor rule proposals and initiatives.
          • Advised Goldman Sachs Middle Market Lending Corporation on its $1bn merger agreement with Goldman Sachs.

          Schulte Roth & Zabel LLP

          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.

          Practice head(s):

          John Mahon

          Key clients

          Advantage Advisers Xanthus Fund

          Hussman Funds

          Investors Diversified Realty

          PFM Funds

          Saba Capital Income & Opportunities Fund (formerly Voya Prime Rate Trust)

          YieldStreet

          Work highlights

            Shearman & Sterling LLP

            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‘.

            Practice head(s):

            Paul Schreiber

            Other key lawyers:

            Thomas Majewski

            Testimonials

            ‘Expert in 40 Act rules and very creative in constructing solutions.’

            ‘Friendly and available.’

            ‘Extremely knowledgeable, accessible, user friendly, lots of experience in all situations, provide multiple points of view and alternatives, great to work with.’

             

            Key clients

            ALPS Advisors

            Miller/Howard Funds (funds counsel and independent trustees counsel)

            StoneCastle Financial Corp. (advised by Arrowmark Partners)

            Work highlights

            • Represented Miller/Howard Funds and its directors on its IPO and continue to advise the High Income Equity Fund and its board on all legal, regulatory and compliance matters.
            • Advising the independent directors of StoneCastle Financial Corporation – a NYSE-listed closed-end investment company – on various issues, including ArrowMark Partners’ acquisition of StoneCastle Asset Management – the investment adviser to the company.

            Skadden, Arps, Slate, Meagher & Flom LLP

            Skadden, Arps, Slate, Meagher & Flom LLP expertly assists a notable roster of sponsors and underwriters with the structuring, offering, operation, ongoing financing and regulation of registered investment companies and BDCs – for whose boards of directors the group also provides corporate and regulatory advice. The offering has particular experience addressing issues raised by market discounts and dissident investors seeking short-term profits for themselves at the expense of funds and their other shareholders. The practice’s core practitioners are divided between three key locations; team lead Michael Hoffman is based in New York; experienced partner Thomas DeCapo and seasoned counsel Kenneth Burdon in Boston; and registered investment specialist Kevin Hardy in Chicago.

            Practice head(s):

            Michael Hoffman

            Other key lawyers:

            Thomas DeCapo; Kenneth Burdon; Kevin Hardy

            Work highlights

              Sullivan & Worcester LLP

              At Sullivan & Worcester LLP, fund mergers and lift-outs – including fund adoptions and consolidations within fund groups, as well as mergers of unaffiliated funds – are a particular stalwart of the practice. Away from this core area of expertise, the team is also well versed in establishing and registering new funds, including ETFs; providing compliance advice; preparing and reviewing annual prospectus updates, proxy statements and shareholder reports; and advising on federal securities law and state law issues. The group is under the joint leadership of David Leahy and David Mahaffey, who are ably supported in the Washington DC office by such recommended practitioners as Nicole Crum and John Chilton. The offering also has a concerted presence in Boston – where John Hunt is the name to note – and New York – where Domenick Pugliese is a key contact.

              Practice head(s):

              David Leahy; David Mahaffey

              Other key lawyers:

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

              Testimonials

              ‘Their knowledge is very deep and they are so quick to respond.’

              ‘Eric Simanek has helped us navigate filings and interactions with the SEC. He is very quick and always delivers a top-tier product.’

              ‘Their practical insights into the regulatory environment. They do not try to usurp the board’s fundamental role and provide advice when asked or needed in as succinct a way as possible.’

              ‘David Mahaffey is insightful and practical. He understand the needs of your board not only with respect to providing legal advice but also understanding each trustee’s specific areas of interest. He is, in my view having dealt with many outside counsel, the best!!’

               

              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

              AIG VALIC Retirement Funds and their Independent Directors

              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 and their Independent Trustees

              Professional Managed Portfolios and their Independent Trustees

              Kelly Strategic ETF Trust and Kelly Strategic Management, LLC

              Independent Directors of Sierra Income Corporation

              Work highlights

              • Served as counsel in relation to the organization and launch of the first leveraged/inverse ETFs relying on the ETF Rule (Rule 6c-11).
              • Represented Sierra Income Corporation (a non-traded BDC) and a special committee comprised of all of the client’s independent directors on its merger with Barings BDC (a publicly traded, externally managed BDC).
              • Advised the independent trustees of Westchester Capital Funds, The Merger Fund and The Merger Fund VL, on their duties and responsibilities in approving, among other matters, new management and sub-advisory agreements in connection with Virtus Investment Partners’ acquisition of Westchester Capital Management.

              Thompson Hine LLP

              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.

              Practice head(s):

              JoAnn Strasser

              Key clients

              Simplified Exchanged Traded Funds

              Northern Lights Fund Trust, Variable, III & IV

              Collaborative Investment Series Trust

              Advisers Investment Trust

              ALPS Series Trust

              Pacific Global ETF Trust

              Meeder Investments

              Boston Trust Walden Funds

              Bluerock Total Income + Real Estate Fund

              Sprott Funds Trust

              Work highlights

              • Assisting various advisers and fund trusts (including Northern Lights Fund Trust, Unified Series Trust and Ohio National) with the drafting of policies and procedures and required investment agreements to allow certain funds to rely on Rule 12d1-4 prior to required compliance with the rule.
              • Advised Vertical Capital Income Fund, a NYSE traded closed-end fund, on the design and implementation of a revised investment strategy along with managed distribution plan in response to the ongoing aggression of several activist investors.
              • Developed – in conjunction with SS&C/ALPS Fund Services – a scalable, cost-effective platform for launching interval funds.