Edward Baer

Counsel

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  • JD, Rutgers School of Law at Newark, 1994
  • BA, New York University, 1990

Qualifications

  • California, 2017
  • District of Columbia, 1996
  • New York, 1995

Edward Baer

Counsel

Edward Baer is counsel in Ropes & Gray’s investment management practice in San Francisco. His practice focuses on advising exchange-traded funds (ETFs) and other investment companies, as well as their sponsors and their independent directors/trustees. He has deep experience in operational, governance, compliance, regulatory, capital markets and business issues related to ETFs and other investment companies and asset managers. He also has experience advising clients on investments in cryptocurrencies, including bitcoin, ether and other coins and tokens, initial coin offerings (ICOs) and simple agreements for future tokens (SAFTs), cryptocurrency fund formation and related trading, custody and valuation issues.

Prior to joining Ropes & Gray in 2016, Ed was managing director and senior counsel for the world’s largest asset manager, and also served as Chief Legal Officer for the world’s largest ETF complex. In that role, he oversaw the full range of legal and compliance matters for over 300 ETFs, including index and active 1940 Act ETFs and non-1940 Act physical metals and futures-based commodities ETFs, with assets under management of approximately $800 billion at the time. Ed and his team were responsible for all legal aspects of the operation of the ETF complex, including:

  • registration of ETFs under the 1933 Act and 1940 Act;
  • fund governance and board matters;
  • new ETF product development, including novel products such as a 1940 Act-registered commodity index ETF, a frontier markets ETF, currency and interest rate hedged ETFs and “smart beta” ETFs; 
  • ETF exemptive relief and exchange listing and trading relief; 
  • ETF capital markets, trading and creation and redemption activities; and 
  • ETF distribution, marketing and index licensing.

Ed also advised on acquisitions and other strategic business matters, global valuation issues, and regulatory affairs, as well as on numerous other legal and compliance matters.

Prior to his in-house role, he held positions at two large law firms where he focused his practice on counseling clients on issues arising under the 1940 Act and advising mutual funds on organization, registration, operations, governance and regulatory matters.

Experience

Ed has extensive experience working on all aspects of the ETF industry. Some of Ed’s recent ETF representations include: 

  • Acting as outside counsel for a major asset management industry trade association on ETF issues, including in connection with SEC rulemaking for ETFs and the Treasury Department’s 2017 Asset Management Report.
  • Filing exemptive applications on behalf of several ETF clients relating to custom creation and redemption baskets. The approach to governing the custom basket process set forth in the SEC’s proposed ETF Rule is substantially similar to the approach outlined by Ropes in these exemptive applications.
  • Advising several established asset managers in implementing best practices for ETF basket construction.
  • Assisting an ETF sponsor in developing written guidelines for executing ETF rebalances using creation and redemption baskets.
  • Preparing a comprehensive ETF compliance policy for a large asset manager that added ETFs to its existing fund complex. In addition, Ed helped revise the compliance policies of the asset manager and its affiliated broker-dealer to highlight the unique policy impacts raised by the addition of ETFs to the fund complex.
  • Advising the independent trustees of an ETF complex in connection with the acquisition the ETF sponsor and with the establishment and organization of a new ETF family.
  • Assisting a sponsor in seeking to launch a novel cryptocurrency ETP. 

Ed also has significant experience advising clients on cryptocurrency issues, including: 

  • Advising a large venture capital firm in connection with investments in simple agreements for future tokens (SAFTs).
  • Advising private fund sponsors on cryptocurrency fund structuring, custody, valuation and investment issues.
  • Assisting a hedge fund in negotiating a cryptocurrency custody agreement.
  • Assisting several investment advisers in reviewing personal trading policies to account for employee investments in cryptocurrencies.

Publications

Presentations

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