Managing Legal Counsel – U.S. Registered Funds and Subadvised Funds

About the Role

The U.S. Registered Funds Legal team provides legal and strategic support to T. Rowe Price's registered investment products and products for which T. Rowe Price serves as subadviser, including mutual funds, exchange-traded funds (ETFs), closed-end funds, and other registered investment vehicles. This role partners closely with both internal and external client stakeholders, including Investments, Distribution, Capital Markets, Operations, Compliance, Risk, and others to support client onboarding, fund governance, regulatory matters, disclosure obligations, and business initiatives related to T. Rowe Price's subadvised registered fund business.

We are seeking an experienced attorney to serve as Managing Legal Counsel supporting T. Rowe Price's U.S. registered funds platform, with a significant focus on our subadvised fund business and related product initiatives. In this role, you will work closely with external clients as well as internal business partners on legal and regulatory matters affecting T. Rowe Price's subadvised and registered funds business. Responsibilities include onboarding new clients, managing clients’ legal inquiries, assessing regulatory developments, preparing regulatory filings and governance materials, and advising on other legal issues related to U.S. registered funds.

The ideal candidate will have significant experience working with registered investment companies and will be comfortable collaborating with business, legal, compliance, and operational teams on complex legal and regulatory matters affecting investment products.

Role Summary

Provides specialized, expert legal counsel supporting T. Rowe Price's U.S. registered fund products and subadvised business areas. Serves as a trusted advisor who leverages knowledge of the firm's businesses, products, and regulatory environment to develop practical legal solutions and advance legal positions. Partners with business, Legal, and Compliance colleagues to support decision-making relating to subadvised and proprietary registered funds. Provides advice regarding existing and proposed laws, rules, and regulations affecting registered funds, including the Investment Company Act of 1940, the Investment Advisers Act of 1940, and related securities laws.

Responsibilities

• Serves as the primary legal advisor for a portfolio of subadvised registered fund clients and investment strategies.
• Provides legal counsel on the formation, registration, launch, governance, and ongoing maintenance of registered investment products, with a focus on subadvised registered funds.
• Advises business partners on registered fund-related matters, including client specific impacts, product development initiatives, product changes, and related regulatory considerations.
• Consults with clients and internal business partners on matters related to the Investment Company Act of 1940, Securities Act of 1933, Securities Exchange Act of 1934, SEC rules and guidance, exchange requirements, and industry developments.
• Supports subadvised-specific matters, including:
  • Leading the negotiation, drafting, and interpretation of investment management agreements, subadvisory agreements, confidentiality agreements, side letters, amendments, and other client-facing documentation.
  • Advising on investment guideline development and revisions, client-specific requirements, fee schedule changes, and related contractual implications.
  • Identifying legal risks and developing solutions that align business objectives with firm standards and regulatory requirements.
  • Reviewing client questionnaire responses, due diligence materials, board-related documentation, and contract renewal materials.
• Partners with internal and external stakeholders including Product, Investments, Capital Markets, Trading, Distribution, Operations, Compliance, and Risk teams on matters affecting the firm's subadvised and registered fund platform.
• Monitors and analyzes regulatory developments and industry trends affecting registered funds and advises stakeholders and clients regarding their potential impact.
• Assists with the preparation, review, and maintenance of registration statements, prospectuses, statements of additional information, shareholder communications, board materials, and other regulatory filings and disclosures.
• Conducts legal analysis and research regarding business and regulatory matters and provides practical recommendations to clients and internal stakeholders.
• Provides guidance and support to less experienced legal department colleagues as appropriate.

Qualifications

Required:

• Juris Doctor (J.D.) degree from an accredited law school
• Active license to practice law and admission to the MD State Bar or another state bar
• At least 10+ years of total relevant legal experience
• Significant experience advising registered investment companies, investment advisers, or other financial services organizations
• Strong knowledge of federal securities laws and regulations, including the Investment Company Act of 1940 and Investment Advisers Act of 1940
• Experience drafting, negotiating, and interpreting complex investment management agreements and related legal documentation
• Demonstrated ability to analyze complex legal and regulatory issues and provide practical, business-focused legal advice
• Strong communication and relationship-management skills, including the ability to work effectively across business and functional teams

Preferred:

• Experience supporting SEC registered funds, subadvised funds, and institutional investment products
• Experience advising on fund disclosure, regulatory filings, investment restrictions, and compliance matters
• Experience advising registered investment companies and preparing registration statements, prospectuses, shareholder disclosures, and related SEC filings
• Experience preparing materials for, and advising with respect to, registered fund boards and board committees
• Demonstrated ability to influence stakeholders and manage complex cross-functional initiatives
• Strong client relationship and project management skills

FINRA Requirements

FINRA licenses are not required and will not be supported for this role.

Work Flexibility

This role is eligible for hybrid work, with up to one day per week from home.

Base Salary Ranges

Please review the job posting for the location of this specific opportunity.

Placement within the range provided above is based on the individual’s relevant experience and skills for the role. Base salary is only one component of our total compensation package. Employees may be eligible for a discretionary bonus, which is determined upon company and individual performance.

Commitment to Diversity, Equity, and Inclusion

At T. Rowe Price, our associates are our greatest asset. We thrive because our company culture is built on inclusion and because we sustain a work environment where associates can bring their best selves to work every day. The backgrounds, talents, and experiences of our global associates allow us to embrace new ideas and perspectives that move our business priorities forward and enable us to deliver strong client outcomes. Here, you can expect equal opportunity and fair and consistent treatment for all.

Benefits

T. Rowe Price is an equal opportunity employer and values diversity of thought, gender, and race. We believe our continued success depends upon the equal treatment of all associates and applicants for employment without discrimination on the basis of race, religion, creed, color, national origin, sex, gender, age, mental or physical disability, marital status, sexual orientation, gender identity or expression, citizenship status, military or veteran status, pregnancy, or any other classification protected by country, federal, state, or local law.

About Us

T. Rowe Price is an asset management firm focused on delivering global investment management excellence and retirement services that investors can rely on–now, and over the long term.

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