投资管理

We regularly represent funds, their directors and investment advisers in designing and launching innovative products, in ongoing fund management and strategic initiatives. Our extensive and diverse client base spans the entire industry, including:

• Affiliated Managers Group (AMG);
• Aristotle Capital;
• Baseline Partners;
• Blackstone Alternative Asset Management (BAAM) and its registered investment companies;
• Brighthouse Funds;
• Calamos Funds and their Independent Trustees;
• DoubleLine Funds and ETFs and DoubleLine Capital;
• Exchange Traded Concepts;
• Grantham, Mayo, Van Otterloo & Co., LLC (GMO);
• Impact Shares ETFs;
• Invesco;
• Jackson National Funds and their Independent Trustees;
• Longspur Capital;
• Masterworks.io;
• MFS Funds and their Independent Trustees;
• Natixis Global Asset Management;
• The Northern Trust Company;
• Pax World Funds;
• Putnam Funds and their Independent Trustees;
• Independent Trustees of the Six Circles Funds;
• State Street Corporation and State Street Global Advisers;
•  Voya Funds

Ropes & Gray advises ETF sponsors and boards that represent over half of all of the assets under management in the ETF industry on matters relating to the sponsorship and operation of ETFs, product design, operational and compliance matters, capital markets issues, tax issues related to custom baskets, index licensing matters, business issues, and exchange listing and trading relief issues. Some examples of innovative projects include:

• Serving as fund and independent Trustee counsel to the Calamos Autocallable Income ETF (CAIE), a first-of-its-kind, single-ticker ETF that seeks to provide high, stable monthly income through exposure to a laddered portfolio of synthetic autocallable notes
• Assisted in launching the Calamos Protected Bitcoin ETF, which provides access to bitcoin within a risk-controlled framework by purchasing options on bitcoin ETFs
• Represented Invesco in connection with the launches of the Invesco Galaxy Bitcoin ETF and the Invesco Galaxy Ethereum ETF
• Assisted Eagle Capital in the conversion of dozens of separately managed accounts in connection with the seeding and launch of the $1.8 billion Eagle Capital Select Equity ETF as part of the Goldman Sachs Accelerator program
• Serving as counsel to ProShares and ProShares Bitcoin Strategy ETF (BITO), the first U.S.-based bitcoin futures ETF
• Advising independent trustees of Innovator ETF Trust, a pioneer provider of unique product structures, including the Innovator Defined Outcomes ETFs, a first-of-its-kind structure focused on equity, commodities and fixed income
• Advised Roundhill Investments with its launch of Roundhill Generative AI & Technology ETF (CHAT) on Tidal’s turnkey platform, including in connection with 351 transactions
• Serving as counsel to BondBloxx Investment Management and BondBloxx ETF Trust, including with the launch of the BondBloxx Private Credit CLO ETF (PCMM), the first ETF to invest primarily in private credit CLOs
• Representing Metropolitan West / TCW Funds with a series of conversions and subsequent matters related to the filing of ETF share class application requesting relief
• Serving as fund counsel to the DoubleLine ETFs, including DoubleLine’s two most recent ETFs, which are focused on domestic large cap equities and commodity interests, respectively
• Serving as counsel to Putnam ETFs and Independent Trustees in the launch of a series of ESG-focused ETFs
• Representing Calamos Funds as the sub-adviser in a unique joint venture with a new, celebrity-branded ETF
• Advised Invesco in connection with obtaining novel exemptive relief relating to semi-transparent active ETFs
• Worked with clients and exchanges on proposed listing rule changes in connection with both 1940 Act and non-1940 Act filings, including the Rule 19b-4 filing and subsequent appeal for the Winklevoss Bitcoin Trust during 2016-18, which, if approved, would have been the first U.S.-listed spot bitcoin ETP. We continue to work with a number of issuers of novel digital asset ETPs
• Assisted Natixis in launching some of the first semi-transparent active ETFs relying on “proxy portfolio” relief

We have extensive experience representing investment companies (and/or their independent directors) that invest in hedge funds, private capital investments, derivatives, commodities and other alternative investment asset classes including:

• Advising Pantheon Ventures, an affiliate of AMG, on the operation of AMG Pantheon Fund, an innovative registered fund of private equity funds product that invests in unaffiliated private funds and direct co-investments.
• Serving as fund and independent trustee counsel to Primark Private Equity Fund, an innovative closed-end interval fund of private equity investments, which is the first such product available to retail (non-accredited) investors.
• Advising Barings on the launch of the Barings Private Equity Opportunities and Commitments Fund (formerly, MassMutual Access Pine Point Fund), a closed-end a tender offer fund that invests primarily in private equity primaries, secondaries, and co-investments sponsored by MassMutual and Barings.
• Representing the fund and independent trustees of the Forum Real Estate Income Fund, an interval fund that provides access to institutional commercial real estate debt investments not typically available to individual investors.
• Serving as fund counsel to the Carlyle AlpInvest Private Equity Opportunities Fund, a tender offer fund that invests in private equity primaries, secondaries, and co-investments.
• Serving as fund counsel to Versus Capital Multi-Manager Real Estate Income Fund and Versus Capital Real Assets Fund, which are real estate and real assets focused interval funds that invest a portion of their assets in underlying private funds.
• Serving as fund counsel to all of the Stone Ridge interval funds with investment strategies that focus on alternative lending, offering reinsurance risk premium, art, and real estate investments.

We bring to the table a rare blend of legal know-how and business savvy with both intricate fund matters and complex M&A deals—we know asset managers, and we know M&A. Our recent experience includes:

• Represented TPG Capital, a leading global alternative asset management firm, in its acquisition of Angelo Gordon, an alternative investment firm.
• Represented Landmark Partners in its sale to Ares Management Corporation.
• Represented Gordon Brothers in its sale of a majority stake to Trident VII funds managed by Stone Point Capital.
• Represented The Vistria Group in its sale of a minority equity interest to Hunter Point Capital and ADQ.
• Represented Natixis Investment Managers in connection with its investment in WCM Asset Management, an investment management services firm.
• Represented BrightSphere in the sale of a majority stake in Thompson, Siegel and Walmsley to Pendal Group Limited.
• Represented Baring Private Equity Asia in its sale to EQT.
• Represented Cowen Investment Management and Ramius in the sale of Ramius Alternative Solutions to global investment firm AllianceBernstein.
• Represented BV Investment Partners in its sale of Butterfield Fulcrum to Mitsubishi UFJ Trust and Banking Corporation.
• Represented Annaly Capital Management in the sale of its Commercial Real Estate (CRE) business to Slate Asset Management.
• Represented Oak Hill Advisors in its sale to T. Rowe Price.
• Representing Kohlberg & Co. in a strategic investment from Blackstone’s Strategic Capital Holdings Fund.
• Represented BV Investment Partners on the sale of Butterfield Fulcrum.
• Represented Western Asset Management Company in connection with its minority investment in Flat Rock Global.
• Represented Hellman & Friedman in connection with its US$1.9 billion acquisition, along with GIC, of Allfunds Bank S.A.
• Represented Mitsubishi UFJ Investor Services in connection with its acquisition of the alternative fund services business of UBS Global Asset Management.
• Represented State Street in its sale of JV interests in Boston Financial Data Services and International Financial Data Services.
• Represented NFPin connection with the acquisition by Stone Point Capital of a majority interest in Kestra Financial, the former NFP Advisor Services business.
• Represented ArcLight Capital Partners in its sale of a minority stake to funds managed by Goldman Sachs and Wafra.

Ropes & Gray fields a bench of “bet the company” litigators who have successfully handled some of the most important asset management cases in history, as well as some of the most significant securities and business litigation matters in the past few years. We are known for our market-leading work for investment vehicles registered under the Investment Company Act. We have represented clients in some of the most significant securities law matters, including:

• Eaton Vance Funds. Secured a trial victory for the Eaton Vance family of closed-end funds against the “activist” investor Saba Capital, a hedge fund manager. The case represented the first to test the legality of a key defensive measure adopted by many closed-end fund boards to protect funds from these attacks – requiring the vote of a majority of a fund’s outstanding shares to elect a board candidate in a contested election. Following a seven-day trial in September 2024, the trial judge ruled that the challenged amendments to the Eaton Vance funds’ by-laws were not contrary to the Investment Company Act of 1940 or the funds' governing Declarations of Trust, as the activist claimed. The ruling represented a significant victory for the industry.
• Zoidis v. T. Rowe Price Assocs., Inc. Secured voluntary dismissal with prejudice of all claims, without any settlement or consideration for T. Rowe Price Associates, Inc. against claims of excessive fees under the Investment Company Act of 1940. This was a very large excessive fee case in which the plaintiffs were pursuing $2B in alleged damages.
• Epstein v. Ruane, Cunniff & Goldfarb. Obtained a complete dismissal of a derivative lawsuit on behalf of the independent directors of Sequoia Fund, a Maryland open-end mutual fund. The lawsuit—filed by two Sequoia shareholders—alleged that the fund’s adviser breached its fiduciary and contractual duties to the fund by investing too large a percentage of the fund’s assets in Valeant Pharmaceuticals International, Inc., and that the fund’s board in turn breached their fiduciary duties by not requiring the adviser to reduce the fund’s investment in Valeant. The defendants moved to dismiss on the grounds that plaintiffs failed to demonstrate that their failure to make a pre-suit demand on the Board should be excused. In adopting the arguments advanced by Ropes & Gray in its brief for the independent directors, the court recognized the central oversight role of mutual fund boards.
• Jones v. Harris Associates. Represented Harris Associates (adviser to the Oakmark family of mutual funds) from the outset of Jones v. Harris Associates, including successfully arguing to the U.S. Supreme Court that an investment adviser’s liability should turn only on whether it charged fees that were “so disproportionately large” they “could not have been negotiated at arm’s-length,” despite any express statutory basis for that standard. The Supreme Court’s 2010 decision provided the high court’s first and only guidance on the substantive standard to govern Section 36(b) claims. Summary judgment for the adviser was affirmed in 2015 by the Seventh Circuit on remand, applying the Supreme Court’s standard. We are once again representing Harris Associates in a more recent lawsuit, filed in August 2016, alleging excessive fees relating to the Oakmark Funds.
• Gallus v. Ameriprise Financial. Secured an important win for Ameriprise in the first Court of Appeals interpretation of the U.S. Supreme Court’s Jones decision, in which the Eighth Circuit affirmed summary judgment for Ameriprise and definitively rejected the plaintiffs’ theory that Section 36(b) liability can be based on a supposedly “flawed” fee approval process alone. The favorable rulings in Gallus and Jones flew in the face of the defense bar’s then “traditional” view that summary judgment was unwinnable under the fact-intensive “so disproportionately large” standard.
• Ameriprise Financial Services v. Reserve Trust. Represented Ameriprise in a highly publicized litigation initiated against The Reserve Trust after its money market fund “broke the buck” by falling below $1/share in September 2008. We first obtained a temporary restraining order preventing The Reserve Trust from honoring any redemption requests out of the fund, in advance of a later SEC order to the same effect, and subsequently secured the return of the vast majority of Ameriprise’s holdings in The Reserve Fund when a federal judge ordered The Reserve Fund to distribute virtually all of its remaining assets equally among shareholders.
• Kenny v. PIMCO. Representing PIMCO in a Section 36(b) challenge to fees charged by the world’s largest mutual fund, including allegations arising out of management issues at the firm, and the departure of PIMCO co-founder Bill Gross.
• Ingenhutt v. State Farm Investment Management. Secured a motion to dismiss on behalf of State Farm Investment Management in an excessive fee litigation brought by plaintiffs focusing on a purported fee “gap” between the fees State Farm receives in exchange for services provided as adviser to the funds and the services provided by the external sub-adviser to the funds.
• Kennis v. Metropolitan West Asset Management. Successfully defended MetWest in a Section 36(b) action asserting that the adviser’s fees are excessive because they exceed what the adviser charges sub-advisory and non-mutual fund clients. After a seven-day bench trial, a federal court in the Central District of California rejected claims of excessive mutual fund fees asserted against MetWest, entering judgment in MetWest’s favor on all claims in August 2019. We acted as lead defense counsel throughout the litigation, and sole counsel at trial.
• DWS Funds. Advised certain closed end funds and the board in connection with several actual and threatened proxy contests by so-called "activist" investors.
• Chill v. Calamos Advisors. Advising the independent trustees of the Calamos Funds in connection with Section 36(b) claims against the adviser. Secured a favorable decision in a case that challenged whether privileged communications between independent fund trustees and their independent counsel can remain private. In the second case to address this issue, Chill v. Calamos 36(b) litigation, the court ruled in favor of the Calamos funds and trustees, and denied plaintiffs’ motion to compel production of the independent trustees’ privileged documents.
• In re ProShares Trust Securities Litigation. Successfully defended ProShare Advisors, the market’s leading provider of leveraged and inverse ETFs and its ProShares family of ETFs, in a series of more than 30 securities class actions challenging the prospectus disclosures of more than 40 of the ProShares funds under Sections 11 and 15 of the Securities Act of 1933. We won dismissal in the Southern District of New York of all claims that the funds were fraudulently marketed and defective products and then secured an affirmance of that decision in the Second Circuit Court of Appeals.
• State Street Bank and Trust Litigation. Defended State Street Bank and Trust Co. in multiple actions arising out of investment losses in mutual funds and unregistered common trust funds due to exposure to mortgage-backed securities including a class action under ERISA on behalf of a putative class of scores of retirement funds, an action under the federal securities laws, and cases asserting state law contract and fiduciary duty theories (In re State Street Bank and Trust Co. Fixed Income Funds Investment Litigation (MDL S.D.N.Y.)). In a separate case we obtained dismissal, with prejudice, of a putative securities class action on behalf of mutual fund shareholders in one of State Street’s “ultra-short” bond funds based on the lack of loss causation. (Yu v. State Street Corp.).

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 advise on 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

Many of the largest and most well-known investment advisers turn to Ropes & Gray for our capabilities as both business advisors and attorneys. Our representation encompasses all aspects of operations and development, as well as regulatory matters.

We offer comprehensive advice on all types of adviser issues, including regulatory and compliance matters, formation and operation, and product development and delivery of advisory services.

Our clients include:

• AllianceBernstein L.P.
• Artis Capital Management LP
• Baillie Gifford Overseas Ltd.
• Baring Asset Management Inc.
• Caspian Capital Management, LLC
• Cohen & Steers Capital Management, Inc.
• Columbia Management Advisors, LLC
• Grantham, Mayo, Van Otterloo & Co. LLC (GMO)
• Harris Associates L.P.
• Highland Capital Management, L.P.
• Loomis, Sayles & Company, L.P.
• Managers Investment Group LLC
• Massachusetts Mutual Life Insurance Company
• Natixis Asset Management Advisors, L.P.
• RS Investment Management Co. LLC
• Schroder Investment Management North America Inc.
• Stone Harbor Investment Partners, LP
• UBS Global Asset Management (US) Inc.

We represent closed-end funds across a wide variety of asset classes and for a broad range of clients. We have represented our clients in some of the largest closed-end fund IPOs in recent history, and advise closed-end funds and their advisers with respect to at-the-market offerings, rights offerings and preferred shares offerings, among others. We have experience advising on the organization, registration and operation of novel products for our clients. We also have experience advising on various other closed-end fund matters, such as tender offers, interval funds and proxy contests.

While we represent many of the largest fund complexes in the industry, we also represent numerous small- to mid-sized fund complexes. We value each client relationship regardless of size, and we strive to provide the highest standards of service and attention to all of our clients which include:

• Barings Closed-End Funds
• Eaton Vance Funds
• Fundrise Growth Tech Fund
• PIMCO Closed-End & Interval Funds
• Primark Capital Funds
• Putnam Funds
• Schwab Funds
• Stone Ridge Funds
• Voya Funds
• Western Asset Management