Closed-End Funds


Stradley Ronon’s top-ranked investment management group represents closed-end funds (CEFs), their sponsors, investment advisers and boards of directors in connection with securities offerings, structuring leverage, periodic disclosure requirements, compliance matters, proxy fights, and related topics. Our clients include some of the most prominent and innovative CEF sponsors and complexes in the United States. We represent CEFs including traditional listed CEFs, interval funds and tender offer funds in marketing their shares via offerings registered under the Investment Company Act of 1940 (1940 Act) and the Securities Act of 1933 (1933 Act), on national stock exchanges and through private placements. We serve as counsel to CEFs, investors, industry trade groups and other law firms regarding complex issues arising under the 1940 Act, the 1933 Act, the Securities Exchange Act of 1934 (1934 Act), and the rules and regulations of national stock exchanges and the Financial Industry Regulatory Authority (FINRA). 

Stradley Ronon's Investment Management Practice Awarded Elite 'Band 1' Ranking from Chambers USA 2022

We also serve as legal counsel to CEFs, their boards and investment advisers (including as independent legal counsel to independent directors/trustees) with respect to special projects relating to activist investors. Stradley Ronon guides CEFs in their dealings with activist and dissident investors, including drafting SEC no-action letters to exclude shareholder proposals, managing proxy contests and representing our clients in related litigation.



Representative Matters

  • defending closed-end funds in proxy fights with activist shareholders and succeeding in having shareholder proposals eliminated from annual proxies; for example Franklin Universal Trust
  • pioneering structures for merging closed-end funds with outstanding preferred shares
  • advising clients regarding initial public offerings for ETFs and closed-end funds
  • counseling clients concerning closed-end fund and interval fund tender offers
  • advising numerous closed-end funds sponsored by Nuveen Investments and other fund complexes in connection with their initial public offerings
  • serving as part of the team that helped Nuveen Investments develop and bring to market MuniFund Term Preferred Shares as a replacement for auction-rate preferred stock issued by its closed-end funds
  • assisting Nuveen Investments and another fund complex with the development, negotiation of terms and successful offering of Variable Rate MuniFund Term Preferred Shares
  • designing, negotiating terms and successfully marketing new types of preferred shares, including Institutional MuniFund Term Preferred Shares, Variable Rate Term Preferred Shares and Term Preferred Shares, as leverage vehicles for closed-end funds
  • advising closed-end funds with respect to tender offers conducted by the funds and/or their sponsors
  • counseling closed-end funds on exchange listing requirements and handling the listing of newly organized funds and new products
  • negotiating underwriting agreements in connection with closed-end fund offerings of common and preferred stock
  • advising publicly traded companies on federal securities law disclosure obligations

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