Fund Boards of Directors / Trustees

Ropes & Gray’s integrated investment management practice provides directors and trustees of investment management companies with comprehensive advice on all aspects of their responsibilities.


As counsel for investment companies, we routinely advise their directors/trustees on all aspects of their responsibilities and, in many cases, act as “independent legal counsel” to the independent directors/trustees.

We bring to these representations our broad experience in allied fields such as taxation and litigation, as well as corporate law with respect to the directors/trustees of public corporations. We also draw on our deep knowledge of matters concerning:

  • Insurance and indemnity arrangements 
  • Director/trustee compensation issues 
  • Fund governance, including audit committee responsibilities 
  • Fund mergers and liquidations 
  • Changes of control and other structural changes affecting the investment adviser 
  • Investment advisory fee negotiations 
  • Resolution of possible contractual breaches 
  • Oversight of soft-dollar and other brokerage practices 
  • Litigation involving the fiduciary duties of independent directors and trustees 
  • Valuation issues


Our representative clients include:

  • American Century Funds
  • Cole Credit REITs
  • Dodge & Cox Funds
  • Green Century Funds
  • Laudus Funds
  • Market Vectors ETF Trust
  • Mellon Optima L/S Strategy Fund, LLC
  • Nationwide Mutual Funds
  • New America High Income Fund, Inc.
  • Schwab Funds
  • Sterling Capital Funds