Mutual/registered/exchange-traded funds in United States
Dechert LLP represents many of the largest mutual fund managers, advising in some capacity 24 of the world’s 25 largest asset managers. The team advises on regulatory and compliance matters, investigations, and the formation of management of open- and closed-end funds and exchange-traded funds. Its transactional capabilities come to the fore in supporting M&A of financial services companies, and other funds on behalf of funds-of-funds. Practice heads Christopher Harvey in Boston and Washington DC-based Robert Helm (‘a true business lawyer’) have expertise in regulatory matters including reorganization deals, registration and proxy statements, and requests for exemptive relief from the SEC. Notable recent SEC work include permission for a registered fund’s board of directors, in certain circumstances, to meet telephonically, where the board would normally have been required to meet in person under the 1940 Act. Christopher Christian and Geoffrey Kenyon in Boston, and Douglas Dick in Washington DC have experience in advising offshore funds and trusts, while New York-based Stuart Strauss and Stephanie Capistron (also in Boston) specialize in exchange-traded funds.
Other key lawyers:
‘Great breadth of knowledge of laws and regulations that impact funds; provide very thoughtful and practical advice.’
‘Rob Helm is a true business lawyer and problem solver. I value his advice and he thinks about problems as if he were spending his own money.’
‘We work closely with Rob Helm. Not only is his expertise of tremendous value, but he is always accessible to each trustee and his personality makes him a joy to work with.’
‘The level of insight and attention paid to our business is outstanding. All of our trustees have tremendous confidence in Rob Helm and his associates.’
‘Dechert has built an incredibly strong team of investment management lawyers on a global basis. There is almost no area of expertise for fund lawyers that is not housed within the Dechert firm.’
Morgan Stanley Mutual Funds
- Acting as counsel for all US mutual funds and closed-end funds of Mainstay Funds.
- Advising Morgan Stanley on its US mutual funds and closed-end funds.
The team at Ropes & Gray LLP is active in the formation and management of exchange-traded funds, and is among the firms leading the way on potential conversions of open-ended funds to non-transparent, actively-managed exchange-traded funds. Key figures include Gregory Sheehan, who advises investment companies and their boards of directors on fund formations, rights offerings, mergers and enforcement procedures, and John Loder, a name to note for asset management industry clients including investment advisers, mutual funds and their independent trustees. Jeremy Smith in New York and Sarah Clinton handle regulatory matters, and have a proven record in handling SEC examinations and obtaining exemptive relief on behalf of their clients. Notable mandates include petitioning the SEC to allow Invesco to form a non-transparent, actively managed ETF. Thomas Hiller and Elizabeth Reza head up the practice group. Named attorneys are based in Boston unless stated otherwise.
‘The team we work with from Ropes is excellent: professional, pro-active, detailed, thoughtful, and highly experienced.’
‘They provide expert counsel without taking over, giving us options and angles to consider. Their proactive education sessions on current hot-button issues is so helpful. We (both the board and the adviser) feel we are in really good hands with Ropes.’
Allianz Global Investors and AllianzGI Funds
Blackstone Alternative Asset Management (BAAM) and its registered investment companies
Brighthouse Funds (formerly MetLife Funds)
Calamos Funds and their independent trustees
DoubleLine Funds and their independent investors
Grantham, Mayo, Van Otterloo & Co. (GMO) and the GMO Funds
Impact Shares Funds
Independent Directors of the Prudential Mutual Funds (Insurance and Retail Cluster)
Independent Trustees of DWS Funds
MassMutual Life Insurance Company and the MassMutual Mutual Funds
MFS Funds and their Independent Trustees
Natixis and Loomis Sayles Fund Groups
Natixis Global Asset Management
Loomis Sayles & Company
Alpha Simplex Group
Pacific Investment Management Company (PIMCO)
Pax World Funds
The Putnam Funds and their Independent Trustees
Sequoia Fund Independent Directors
State Street Corporation and State Street Global Advisers
Thornburg Investment Management
- Advising Pax World funds, with approximately $4.4bn of assets under management, on ongoing issues concerning fund liquidations and mergers, restructuring, and SEC disclosure.
- Advising MFS Funds and their independent trustees on the refinancing of closed-end fund Variable Rate Term Municipal Preferred Shares.
- Assisted the Natixis Global Asset Management with launching an interval fund, two ETF’s, and obtaining manager-of-managers exemptive relief for a suite of ten Sustainable Future Target Date Funds.
- Advised DoubleLine Funds on the launch of the Colony Real Estate and Income Fund and the Emerging Markets Local Currency Bond Fund.
- Serving as fund counsel for 23 closed-end funds, including two operating as interval funds and five as open-end no-fee funds, for PIMCO.
Stradley Ronon Stevens & Young, LLP has an assertive regulatory practice; the team recently represented the Investment Company Institute in responding to SEC rule changes regarding fund-of-funds structures, which has the potential to affect a large proportion of mutual and exchange-traded funds. Leading that effort is Michael Mundt in Washington DC who draws on his SEC experience to advise more broadly on regulations governing index-based and actively managed exchange-traded funds. The firm also advise on the regulatory aspects of investment products managed by ‘robo-advisors’. Also in DC, Alison Fuller (‘one of the best attorneys in the business’) acts on investor relations, governance, and handles SEC examinations and exemptions. Based in the Philadelphia office, joint practice heads Bruce Leto and Matthew DiClemente advise open and closed-end investment companies, broker-dealers, and interval fund managers on formation and compliance. Also recommended are Eric Purple in Washington DC, and Philadelphia-based Michael O’Hare and Amy Fitzsimmons, who are experienced in advising on the formation and integration of BDCs. The firm also has core strength in funds transactions, having advised Invesco, BlackRock, and Macquarie on high-value acquisitions of competitor funds.
‘Stradley has been an excellent partner to us for a number of years. They are incredibly responsive, commercial, and practical. They always are creative and have a keen sense of risk. They also work very effectively across the entire investment advisory group and are reasonably priced for the quality of services they provide.’
‘This practice group has served our funds and shareholders for a very long time and brings to the table prompt recall of historical positions taken and foundation for taking such positions. The team is generally balanced in their advice, being business minded where appropriate, and technically sound always.’
‘Matt DiClemento has been our primary relationship partner for several years. He’s incredibly thoughtful, practical, and efficient.’
‘Alison Fuller is one of the best attorneys in the business.’
American Century Investments
BlackRock Equity-Liquidity Funds
Blackrock Equity Bond/Funds consolidated board – Independent Directors/Trustees
Blue Tractor Group
Delaware Funds by Macquarie and Macquarie Investment Management
Dimensional Funds & their Independent Directors
Global X Funds
Franklin Templeton Investments
Invesco Funds/Invesco ETFs
Morningstar Funds Trust
Nationwide Mutual Funds
Nuveen Closed-End Funds
UBS Funds & Independent Directors/Trustees
Securities Industry Financial and Markets Association
Goldman Sachs Asset Management
RBC Funds (Royal Bank of Canada) & Independent Directors/Trustees
Wilmington Funds & Independent Trustees
- Advised Invesco after it agreed to buy rival asset manager Oppenheimer Funds from Mass Mutual for $5.7bn in a deal that put the combined group among the largest money managers in the market.
- Advised the financial services firm Macquarie on its acquisition of the Foresters Financial Group’s US funds business, which has $12.3bn in assets.
- Advised Betterment and Wealthfront, which were behind the first robo-advisor services, and have pioneered the use of automated platforms, slick digital interfaces, and apps, to make retail investing more accessible for consumers.
- Acting as independent legal counsel for the independent directors of registered funds sponsored by FS Investments (formerly Franklin Square Capital Partners), a leading US asset manager with over $23bn in registered fund assets.
- Assisting the Investment Company Institute with its response to an SEC proposed rule relating to funds of funds.
K&L Gates represent a number of household names in the mutual funds space, including AXA, AMCO, and Federated Investors. The team advises on the full range of fund formations, securities offerings, regulatory and compliance matters. A key focus is transactional work; the firm has handled several high-value fund and investment company acquisitions on behalf of major players in this space over the course of 2019. Mark Amorosi jointly leads the practice alongside Ndenisarya Bregasi and Michael Caccese, and handles transactional, regulatory, and formation work for funds of all sizes. Michael Caccese is most active in the transactional space, while Ndenisarya Bregasi focuses on SEC relations and board governance. Robert Zutz and Clair Pagnano attract high praise from clients for their regulatory work; both have an excellent track record in attaining SEC and FINRA relief and exemptions. Richard Kerr advises on the incorporation of cryptocurrencies and digital assets into portfolios.
‘K&L’s Investment Management Practice Group has tremendous expertise and depth. Because they represent a wide range of clients, they have an excellent sense of what’s happening in the industry and what represents best practice on issues. They are highly response and provide practical solutions, not just a legal analysis.’
‘Robert Zutz is outstanding. He always finds time to discuss issues, has had experience with any issue that arises, and has a practical solution to resolving problems and issues. He makes every question feel important and relevant–quite an accomplishment in a room full of trustees. He exudes confidence, but not arrogance. He is mindful of including associates and other partners to ensure that we have “coverage” should he not be available for some reason. It is clear that he is a mentor and teacher.’
Independent Trustees of the TIAA-CREF Funds
John Hancock Financial Services
Independent Trustees of the Voya Funds
Oakmark Funds and their Independent Trustees
Evanston Capital Management
Ariel Funds Independent Trustees
American Beacon Funds
- Advised AXA Equitable Funds Management Group on a graduated sell-down plan, over which AXA has reduced its ownership stake of AEH (of which AXA FMG is a subsidiary) from total ownership to 40% between May 2018 and April 2019.
- Advising Federated Investors on its acquisition of components of the investment management business of PNC Capital Advisors for $52m.
- Representing Evanston Capital Management in its handling of a FINRA no-action action letter to allow regulated funds of hedge funds to use performance related information with institutional investors.
The team at Morgan, Lewis & Bockius LLP has core strengths in the formation and management of exchange-traded funds. The firm advises on 1940 Act ETFs, exchange-traded commodity pools, and metals trusts, as well as more standard forms of mutual and registered funds. Roger Joseph, based in Boston, is a name to note for complex regulatory work, and has been active in helping companies adapt to regulations introduced in Dodd-Frank and the Volcker Rule. Timothy Levin in Philadelphia, focuses on the development of new investment products; notably, he recently helped to structure a new type of turnkey mutual fund on behalf of SEI Investments. John McGuire is a key figure in Washington DC; he played an integral role in petitioning the SEC to allow the formation of semi-transparent actively-managed ETFs. Laura Flores has experience in representing liquid alt funds, funds that invest through offshore subsidiaries, and funds that invest directly in securities issued and traded in China. Other contacts include Christopher Menconi, Thomas Harman and Barry Hurwitz, all of whom focus on compliance and SEC relations, and Toby Serkin, who has an active transactional practice.
‘The team is exceptionally responsive and thoughtful in everything they do. They try to anticipate issues that might be coming for my company and proactively reach out to address them.’
SEI/SEI Funds/Advisors’ Inner Circle Funds (I, II, and III)
Penn Mutual/Penn Series Funds
Morgan Stanley Investment Management/Consulting Group Capital Markets Funds
Legg Mason Funds
State Street Bank and Trust/SSGA/SPDR Funds/Select Sector SPDR Trust
Brinker Destination Funds
- Worked with Precidian Investments to receive an SEC exemptive order to permit an innovative new ETF structure for actively managed ETFs that are not required to disclose their portfolio holdings every day.
- Advised on the formation of Frost Family of Funds, a mutual fund series trust, and on the acquisition by its seven initial series of more than $4bn in assets from corresponding series of The Advisors’ Inner Circle Fund II, to which Frost Investment Advisors served as investment adviser.
- Advised Amundi Pioneer Asset Management on the designation of certain funds as using “ESG” (environmental, social and governance) factors in their investment processes.
- Represented Calamos Advisors in its acquisition of Timpani Capital Management. Timpani is a registered investment adviser based in Milwaukee that focuses on small-cap and smaller mid-cap growth investing.
- Advised Millennium Management ($38.8bn under management) on CFTC issues relating to disaggregation of commodity interests, as well as various regulatory compliance matters.
Willkie Farr & Gallagher LLP advises large fund managers on the creation of novel financial products, including opaque exchange-traded funds and business-development companies. The team has experience with transactional work associated with closed-end funds, including IPOs, secondary market transactions, and mergers and acquisitions. A core focus is alternative investment funds, such as interval and commodities funds. Practice head Margery Neale and Barry Barbash, advise on ETF creation, BDCs, and fund governance, and assist clients in their dealings with the SEC. Jay Spinola is experienced in shareholder activism, Benjamin Haskin has an active transactions practice, and Elliot Gluck focuses on rights offerings.
Aberdeen Standard Investments and Aberdeen Funds
Credit Suisse Asset Management and Credit Suisse Funds
Flaherty & Crumrine Closed-End Funds
Gabelli Closed-End Funds
The New Ireland Fund
Precidian Funds/Precidian CTFs Trust
T. Rowe Price Funds
- Advised on the regulatory aspects of Precidian Funds’ proposed opaque, actively-managed, exchange-traded fund.
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP provides regulatory, compliance, and ongoing operational advice to three of the largest and most prominent exchange-traded funds: the SPDR S&P 500 ETF Trust, the SPDR Dow Jones Industrial Average ETF and the SPDR Midcap 400 ETF. The firm’s focus on ETFs has led it to advise investment banks including Deutsche Bank, Goldman Sachs, and JP Morgan, on their ETF fund complexes. The team also has a strong broker-dealer and regulatory practice, particularly with regard to commodities and derivatives. Practice head Nora Jordan handles SEC investigations and works on acquisitions, reorganizations, and restructurings of mutual fund asset managers, while Gregory Rowland advises financial institutions, technology companies and asset managers on transactional, regulatory and compliance issues concerning digital currency fund formation.
A&Q Funds – Independent Directors
AQR Capital Management
Baron Capital Central Park Group Funds – Independent Directors
ICE – SPDR ETFs
J. P. Morgan and Six Circles Funds
Stone Ridge Asset Management
- Advises JP Morgan on the launch of Six Circles Trust, a growing new fund complex that currently comprises six funds with more than $15bn in AUM.
- Advised S&P Global on Goldman Sachs’ acquisition of its investment advisory business.
- Advising the independent directors of the first registered fund of private equity funds, CPG Carlyle Commitments Master Fund and CPG Carlyle Commitments Fund, including in connection with the Board’s oversight of multiple classes, a 12b-1 plan, valuation, unfunded commitments, and 38a-1 compliance.
- Advising SPY, SPDR Dow Jones Industrial Average ETF and SPDR Midcap 400 ETF on all of their ongoing regulatory filings and legal and compliance matters.
- Representing the Independent Directors of CPG Vintage Fund II and CPG Focused Access Fund in connection with the launch of two new funds (a private equity fund of funds and a fund of hedge funds).
Drinker Biddle & Reath LLP
Faegre Drinker Biddle & Reath's Philadelphia-based practice is headed by Joshua Deringer, and advises investment companies on fund formation, governance and regulatory matters. Michael Malloy and Jillian Bosmann are other names to note. In February 2020 Stacy Louizos moved to the New York office of Blank Rome LLP.
Goodwin advises fund complexes, independent directors, and boards of trustees, as well as service providers such as custodian banks, retirement plan service organizations, and securities lending agencies. The team is particularly active in transactional work, with experience in advising asset management firms on acquisitions and mergers both on the buy and sell sides. The practice is jointly led by Marco Adelfio, Paul Delligatti, and Christopher Palmer: Adelfio and Palmer are based in Washington DC, and advise on transactions, SEC regulation, and governance, while Delligatti, also in DC, is noted for his experience of ESG funds. Recently promoted partner Jason Monfort is also recommended.
Other key lawyers:
‘Goodwin’s advice and guidance incorporates business insights and practical realities.’
‘The team also has vast resources to draw upon and presents their advice efficiently – recognizing the budgets of the clients they work with.’
‘Deeply knowledgeable of the industry and stays current on relevant trends and industry developments. Great communication with board members on important topics of interest.’
‘This a very experienced team with strong knowledge of not just the law, but of industry practice and application.’
‘Marco Adelfio always renders wise counsel.’
‘Marco Adelfio brings a level of business savvy to his advice that my business partners appreciate.’
‘Paul Delligatti offers thoughtful perspective on issues that come before the Board.’
Knights of Columbus
Wells Fargo Funds
Independent Trustees of the Eaton Vance Group of Funds
Prudential Insurance Funds
Independent Directors of Hartford Funds
Independent Directors of Thrivent Funds
Independent Trustees of Invesco Funds
Independent Trustees of Guardian Funds
Independent Trustees of the Federated Funds
New America High Income Fund
- Advised Eaton Vance on the formation of a new NextShares (exchange-traded managed fund) product sub-advised by an external manager, Oaktree.
- Represented the Hartford Funds in the liquidation of the HIMCO Variable Insurance Trust through mergers with various BlackRock Funds.
- Advised the Guardian Life Insurance Company of America on the formation of a new fund group, the Guardian Variable Products Trust, comprising eleven funds at launch, and, following the design of governance structures and processes for the first review of advisory and service provider agreements, the launch of the second set of five funds.
- Represented the Independent Trustees of the Federated Funds in their acquisition of a UK based investment manager, Hermes Investments Management, and the implementation of a liquidity risk management program in response to new SEC rules.
- Assisted Prudential Insurance Funds with designing and implementing new liquidity and valuation procedures in order to comply with SEC changes.
Paul Hastings LLP
Paul Hastings LLP acts for mutual funds across the entirety of their life cycles, from initial formation, to fund adoptions, acquisition, and liquidations and de-registrations. Recent highlights saw New York-based practice head Michael Rosella and of counsel Vadim Avdeychik advising Gabelli Funds on an innovative proposal to convert its Comstock Fund to an operating company. David Hearth, based in San Francisco, is active both in transactional and standalone regulatory matters – in 2019 he represented Kayne Anderson in preparing and submitting an exemptive order application for co-investment transactions by its energy closed-end funds and a proposed business development company. The team is also recognized for its work on the formation of Unit Investment Trusts (UITs).
‘Outstanding regulatory advice combined with practical business sense.’
‘Very knowledgeable, personable, and able to impart the necessary info quickly and in plain English.’
‘David Hearth is our go-to regulatory expert. In addition to his encyclopaedic knowledge of investment company legal and regulatory matters, he is also incredibly responsive, efficient and reasonable.’
‘Both Mike Rosella and his associate, Vadim, have excellent knowledge of their practice area, are approachable, and have good instincts.’
Reich & Tang
Brookfield Investment Management
TCW Group (TCW Funds and Metropolitan West Funds)
Toqueville Asset Management
Fiduciary Trust Company / Franklin Templeton
The RBB Fund
Matthews Asia Funds
SunAmerica Asset Management
Causeway Capital Management
Kayne Anderson Capital
Allianz Global Investors
- Represented Tocqueville in the transfer of its flagship Tocqueville International Fund into the American Beacon Fund Complex.
- Represented the independent trustees of mutual funds underlying SunAmerica’s variable insurance products, which includes around 80 funds in two trusts, and two dozen sub-advisers, in evaluating and approving the launch of six new funds in 2019.
- Advising Brookfield Investment Management, the public securities arm of Brookfield Asset Management, on product rationalization and infrastructure.
- Represented Kayne Anderson in preparing and submitting an exemptive order application for co-investment transactions by its energy closed-end funds and a proposed business development company.
- Advised Gabelli on reorganising its NextShares Trust portfolios into a traditional mutual fund structure in a tax-free manner.
Shearman & Sterling LLP acts for traditional mutual funds, registered funds, alternative asset managers, and exchange traded funds, and also has experience in the formation and operation of BDCs. Practice head Nathan Greene is a name to note for advice on the regulatory aspects of fund and investment advisory operations, the formation and representation of US and foreign investment companies, sponsors, advisers and directors, and oversees M&A of fund companies. Jay Baris also has a strong focus on transactional work; working alongside Greene, he has been especially active advising on regulatory issues relating to blockchain, big data and cryptocurrency as they relate to mutual funds. Also recommended is Thomas Majewski, who counsels independent directors on their fiduciary responsibilities, and also advises on general governance matters. All named lawyers are based in the firm's New York office.
‘Excellent team with very seasoned professionals.’
‘We work with Jay Baris who is very responsive, pragmatic and provides sound judgment.’
‘Nathan Greene and Jay Baris are original thinkers, thought leaders on mutual fund and board governance matters.’
Aberdeen Investment Funds
Blackstone Alternative Funds
Corporate Capital Trust II
First Eagle Funds
Ironwood Capital Management
ProShares Trust, ProFunds and Access One Trust
- Assisted Aberdeen Investment Funds, with approximately $1bn in assets, with obtaining returns of foreign tax claims.
- Advising, on an ongoing basis, Blackstone’s BXMIX fund, an $8bn ‘multi-alt’ mutual fund with more than 20 hedge fund managers as sub-advisers.
- Represented the independent directors of Corporate Capital Trust II in the formation of the KKR/FS Investments joint venture.
- Advised Ironwood Capital Management on extending SEC fee relief to its closed-end funds.
- Advising Miller/Howard Funds’ High Income Equity Fund on its shelf-registration.
Vedder Price prides itself on its client service, and indeed, the firm's client feedback marks it out as a strong choice in this space. The firm has experience in all aspects of the regulation of registered investment companies, advising clients on the organization and registration of new funds, exemptive applications and SEC no-action requests, contractual arrangements, and fund governance. Cathy Gonzales O’Kelly represents investment companies and their boards in broker-dealer and insurance product fund matters, and also provides legal support on myriad regulatory issues and litigation. Washington DC-based Bruce Rosenblum, who jointly heads the practice with Gonzales O'Kelly, focuses on mutual and exchange-traded funds and is active in transactional work. Deborah Bielicke Eades is another name to note for funds transactions; acting alongside Jacob Tiedt, she also advises on shareholder relations and shareholder activism. Named attorneys are based in Chicago unless stated otherwise.
‘Overall the Vedder Price Team is the complete package and gives the independent trustees the confidence of knowing all sides of an issue. All are accessible and eager to assist with any questions and concerns.’
‘Expertise, responsiveness and quality of communication. The firm is a leader in this area of expertise. A high quality, very professional practice.’
‘The most important attribute of a good trustee counsel is to put the trustees’ interests foremost in advice being rendered. Vedder does that. The team is knowledgeable, experienced and deep. Beyond legal advice, the firm helps out with non-routine matters such as fee capping strategies, investment oversight approaches and board strategy for effective oversight. These non-legal matters are complex and this is the area where Vedder really stands out.’
‘Excellent in all respect, diligent, timely, experienced and knowledgeable.’
‘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 an extraordinary job in providing ’40 Act guidance and industry expertise. Jacob also does an incredible job and is a key advisor in my role as Chairman of the Operations Committee.’
‘Our lead lawyer is Bruce Rosenblum. The board has known Bruce for years and chosen to retain him even as he has changed law firms over those years.’
ICI Mutual Insurance
DWS Funds (Deutsche Bank Affiliate)
Legg Mason Funds
Janus Henderson Funds
Select Sector SPDR® ETFs
Dimensional Fund Advisors
William Blair Funds
Brighthouse Life Insurance Company
- Acts as corporate and regulatory counsel for the US-registered mutual funds of DWS Funds, an investment complex affiliated with Deutsche Bank.
Proskauer Rose LLP represents registered funds and registered alternative asset managers, independent trustees and board members, and investment advisers in SEC relations, regulation, and compliance. The team also has a core focus on the formation and operation of BDCs. Stuart Coleman leads the practice, and advises on SEC examinations, exchange-traded fund formation, and litigation. David Stephens handles the structuring and formation of new investment products for major clients, including the BNY Mellon Family of Funds, and the independent board members of Legg Mason Partners Equity Funds. Also recommended are Nicole Runyan, who has expertise in BDCs and interval funds, and Bradford Green a contact for the formation of bespoke vehicles that provide access to retail and mid-tier high net-worth asset management platforms.
‘The entire team is first class. They are all extremely knowledgeable and professional. Their mutual fund team, with which I am most familiar, has a very deep bench with very experienced partners. They are always well prepared and come up with very practical solutions.’
‘The team at Proskauer is superb from the partners to the associates. They are extremely knowledgeable and also very accessible. They provide guidance that is useful and capable of being implemented.’
The BNY Mellon Family of Funds (f/k/a the Dreyfus Funds) (Fund and Independent Board Counsel)
The Lazard Family of Funds (Fund and Independent Board Counsel)
Neuberger Berman Registered Private Equity 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 (Fund and Adviser Counsel)
iShares ETFs (Independent Board Counsel)
Legg Mason Partners Equity Funds and ETFs (Independent Board Counsel)
Apollo Investment Corp. (BDC) and Closed-End Funds (Independent Board Counsel)
THL Credit Advisors (Adviser Counsel)
THL Closed-End Funds (Fund Counsel)
Oaktree BDCs (Fund Counsel)
- Advised Neuberger Berman Registered Private Equity Funds on the closing and launch of the $350m NB Crossroads Fund V and the structuring and formation of NB Crossroads Fund VI, estimated to raise $400m.
- Representing Central Park Group in structuring CPG Vintage Access Fund III.
- Served as counsel to BNY Mellon Alcentra Global Multi-Strategy Credit Fund, which closed its IPO in August 2019 with gross assets in excess of $350m.
- Advised the Lazard World Divided and Income Fund (LOR) on a tender offer in July 2019 for up to 20% of its outstanding shares.
- Represented Oppenheimer Funds in connection with the sale of the Oppenheimer asset management business to Invesco, a $5.7bn transaction.
Simpson Thacher & Bartlett LLP acts for registered, open- and closed-ended funds, business development companies (BDCs), and exchange-traded funds (ETFs), as well as the underwriters of securities offerings. In addition to handling ETF and BDC formation on behalf of large banks and asset managers (including Blackstone, AQR, and Deutsche Bank), the firm is also involved in large-scale and complex transactions. Notable examples include representing USAA in its $850m sale of the USAA Asset Management Company (which includes a mutual fund and several ETFs) to Victory Capital Holdings, and its sale of its brokerage and managed portfolio accounts business to Charles Schwab for $1.8bn. Rajib Chanda, who heads up the practice in Washington DC, focuses on registered fund product development, design and structure, with particular experience in helping alternative asset managers access retail investor channels through mutual funds. Benjamin Wells advises registered investment vehicles and investment advisers on fund structuring and formation, initial and follow-on securities offerings, regulatory relief applications, and governance.
Other key lawyers:
‘Excellent subject matter expertise, solid inside knowledge with SEC staff, and not afraid to make risk-based analyses.’
‘They care about our business, our problems, and how to best position ourselves for growth.’
Affiliated Managers Group
American Investment Council
Apollo Global Management
AQR Capital Management
Blackstone Alternative Asset Management
Blackstone / GSO
Blackstone Real Estate Income Funds
BofA Merrill Lynch
Capital Research Group (American Funds)
Citigroup Global Markets
CNO Financial Group
EIG Global Energy Partners
Fact Set Research Systems
First Eagle Investment Management
First Pacific Advisors
The India Fund
The Asia Tigers Fund
Investment Company Institute
Institutional Shareholder Services
KKR Asset Management
KKR Real Estate
Legg Mason Closed-end Funds
Morgan Stanley & Co.
New Mountain Capital
People’s United Bank
Raymond James & Associates
SIFMA Asset Management Group
Stone Ridge Asset Management
Stone Ridge Funds Independent Trustees
The Carlyle Group
The Coalition for Asset Management
Toronto Dominion Bank
Tortoise Capital Advisors
United Services Automobile Association (USAA)
Wells Fargo Securities
- Represented Advisor Group Holdings, with $268bn of assets under management, in its 2019 sale to Reverence Capital.
- Advised BC Partners on converting KCAP Financial, a publicly traded asset management company, from an internally managed company to an externally managed company, raising $25m for stockholders.
- Advising USAA Investment Management Company on the proposed sale of its brokerage and managed accounts to Charles Schwab Corporation for $1.8bn.
- Represented a consortium of private equity funds, led by Blackstone, in entering a partnership agreement with Thomson Reuters Financial and Risk Business – acquiring 55% of the equity, valued at $20bn.
- Acted for Legg Mason and Clarion Partners in the launch and public offering of Clarion Partners Real Estate Income Fund.
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP advises on the formation of public and private investment vehicles, including registered and unregistered funds. A core focus of the team is representing sponsors and underwriters of registered investment companies and business development companies, with particular experience in handling shareholder activism in this space. Michael Hoffman, who leads the practice from New York, 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.
- Represented Altaba in its self-tender offer for 24% of its shares in exchange for cash and shares of Alibaba Group Holding (China), a Cayman Islands company, which required an SEC exemption to perform a unique exchange offer.
- Advised BlackRock on the initial public offerings of two non-listed closed-end investment companies: a $150m IPO for the BlackRock Multi-Sector Opportunities Trust II, and a $101m IPO for the BlackRock Credit Strategies Fund.
- Advised the Gabelli Convertible & Income Securities Fund, a registered closed-end investment company, on its $22.7m common share rights offering.
- Acted for RMR Real Estate Income Fund, a registered closed-end fund managed by RMR Advisors, in connection with the successful exclusion under Rule 14a-8 of a shareholder proposal to terminate its advisory contract.
- Advised Sprott on the $50m acquisition of Tocqueville’s gold strategy asset management business, including the management of the Tocqueville Gold Fund (TGLDX).
Sullivan & Cromwell LLP
Sullivan & Cromwell LLP has solid experience in handling the full range of '40 Act matters, and counts funds and fund managers among its key clients. The team is also adept at advising the independent trustees of mutual fund complexes on governance issues. Whitney Chatterjee and Frederick Wertheim are contacts in New York.
Sullivan & Worcester LLP is well known for its solid experience in assisting clients with ETF matters and advising the independent trustees of funds. In the latter space, John Chilton and joint practice heads David Leahy and David Mahaffey provide ongoing advice to the independent directors of the Sierra Income Corporation, a closed-end investment management company. Another name to note is John Hunt in Boston, who continues to advise the Pear Tree Funds and its trustees. Nicole Crum and New York-based Matthew Van Wormer are also key contacts. Unless otherwise stated, the team is based in Washington DC.
Independent Trustee of the John Hancock Funds (including John Hancock Variable Insurance Trust, John Hancock Funds II, John Hancock Funds III and John Hancock Closed-End Funds)
Independent Trustees of the Legg Mason Partners Funds-Fixed Income Funds
Virtus Mutual Funds and Virtus Variable Insurance Trust and their Independent Trustees and Virtus Closed-End Funds
VALIC Retirement Funds and their Independent Directors/Trustees
ETF Managers Trust, ETF Managers Group, ETF Managers Group Commodity Trust I and ETF Managers Capital
Independent Trustees of ARK ETF Trust
Pear Tree Funds and their Independent Trustees
Independent Trustees of the Pacific Select Fund and Pacific Funds Series Trust
Independent Trustees of the Matthews Asia Funds
Independent Directors of Sierra Income Corporation
- Acts as counsel to the Independent Trustees of the Pacific Life Funds, a group of retail and variable insurance open-end funds sponsored by Pacific Life.
- Provides ongoing advice to the Independent Trustees of the Legg Mason Partners Funds-Fixed Income Funds.
- Acts as counsel to VALIC Retirement Funds and its trustees.
- Acts as counsel to ETF Managers Trust and its adviser, ETF Managers Group.
Primarily based in the firm's Columbus office, the team at Thompson Hine LLP is active 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 in Columbus, and Bibb Strench in the Washington DC office.
Pacific Global ETF Trust
Sprott ETF Trust
Diamond Hill Funds
Stira Alcentra Global Credit Fund
Flat Rock Capital Corp
Vertical Capital Income Fund
Multi-Strategy Growth & Income Fund
- Assisted Pacific Global Investment Management Company with establishing an ETF.
- Represented Stira Alcentra Global Credit Fund, a registered closed-end fund, in its merger with Priority Income Fund, another registered closed-end fund.
- Advised Flat Rock Capital Corp., a private business development company, in connection with a series of fourtender offers designed to comply with the requirements under the Small Business Credit Availability Act.
- Assisted Esoterica Thematic with obtaining an exemptive order, allowing it to enter the market, focusing on 5G technology.
- Assisted Vertical Capital income fund on converting from an interval to a an exchange-traded closed-end fund.