Michael D. Mabry

Michael Mabry


Michael Mabry has experience in virtually every area of investment management law, including investment advisers, mutual funds, exchange-traded funds, closed-end funds, interval funds, offshore funds, variable insurance products and unit investment trusts. He has conducted complex fund and adviser-related transactions, obtained cutting edge relief from the SEC, defended significant SEC enforcement actions and private litigation, and helped develop groundbreaking first-to-market investment products.

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Representative Matters

  • obtained a no-action letter from the SEC allowing a sub-adviser to become a fund adviser without a shareholder vote in Emerging Global Advisors, LLC and EGA Emerging Global Shares Trust
  • defended closed-end funds in proxy fights with activist shareholders and succeeded in having shareholder proposals eliminated from annual proxies; for example Franklin Universal Trust
  • represented an ETF adviser in intellectual property litigation for trademark infringement
  • represented independent directors in connection with SEC enforcement proceedings against an adviser, and defended the independent directors in private litigation in connection with market timing in a mutual fund complex
  • represented an ETF adviser in its sale to a private equity group, structured so that the adviser’s SEC exemptive relief would transfer to the new owner
  • worked with a consultant to develop a model to calculate complex-wide, multi-year rescission payments
  • pioneered structure for merging closed-end funds with outstanding preferred shares
  • advised clients regarding initial public offerings for ETFs and closed-end funds
  • counseled clients concerning closed-end fund and interval fund tender offers
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Bar Admissions
  • New York
  • Pennsylvania
  • J.D., University of Virginia School of Law
  • M.A., Bowling Green State University
  • B.G.S., University of Michigan

  • Co-chair of the Investment Companies Committee of the Philadelphia Bar Association

Speaking Engagements

  • Panelist, “Managing Innovation and the Changing Competitive Landscape – Regulatory/Compliance-A Discussion of Current and Evolving Issues,” NICSA Conference
  • Presenter, “Broker Non-Votes and Uninstructed Shares,” AST Webinar
  • Presenter, “What's on the ETF Horizon? The Latest in Regulatory and Product Developments,” Stradley Ronon seminar
  • Presenter, “Tidal Changes in the Proxy Industry,” AST’s Executive Forum
  • Presenter, “What’s on the ETF Horizon?” Investment Company Institute
  • Presenter, “Preferred Shares and Shareholder Activists,” Georgeson/Computershare’s Closed-End Fund Forum
  • Presenter, “Active ETFs: The Path to Product,” Stradley Ronon seminar
  • Panelist, “The Director's Point of View: A Discussion of Current Mutual Fund Issues,” Stradley Ronon seminar
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