R. Charles (Chuck) Miller

Partner

  • R. Charles (Chuck) Miller
  • Phone: +1 202 776 7811

    Import to Address Book

  • Duane Morris LLP
    901 New York Avenue N.W., Suite 700 East
    Washington, DC 20001-4795
    USA

R. Charles (Chuck) Miller practices in the area of corporate law with a focus on federal securities law, principally in the area of investment company and investment adviser representation. Mr. Miller has practiced for more than 25 years in the asset management industry and regularly handles a wide variety of regulatory, transactional, and counseling matters. He has extensive experience concerning the registration, distribution and operation of open-end and closed-end funds, the structuring of private funds, and the regulation of investment advisers and broker-dealers.

Mr. Miller represents some of the world's largest financial services companies in addressing complex issues involving fiduciary obligations, innovative share classes, revenue sharing, distribution, trading restrictions and affiliation, among other issues. In addition, he works regularly with investment managers and intermediaries in structuring and offering new investment products. He is also known nationally for his work with retirement plans and college savings plans (529 Plans) and regularly represents investment advisers, broker-dealers and program administrators in setting up and maintaining new retirement plan platforms and 529 Plans.

Mr. Miller also has significant experience in the structuring of and regulations governing private funds and other pooled investment vehicles. He has particular experience in working with investment advisers in establishing and operating separately managed accounts (SMAs), wrap accounts and other investment advisory programs. Mr. Miller frequently interacts and has strong working relationships with the SEC, FINRA, the MSRB, and other regulatory agencies.

Mr. Miller is a 1985 cum laude graduate of the University of Pennsylvania Law School, where he was editor-in-chief of the University of Pennsylvania Law Review and elected to the Order of the Coif, and a 1980 cum laude graduate of Harvard University with a B.A. in Economics. Prior to entering private practice, he served as a judicial clerk to Judge Spottswood W. Robinson III of the U.S. Court of Appeals for the District of Columbia Circuit and as a judicial clerk to Chief Justice William H. Rehnquist of the U.S. Supreme Court. From 1992 to 1995, Mr. Miller was special counsel in the Office of the General Counsel of the Securities and Exchange Commission.

Representative Matters

    Registered Investment Companies/Mutual Funds/Closed-End Funds

  • Represented over a dozen large fund complexes and affiliated advisers in all aspects of their operations, including registration, regulation, transactions and compliance.

  • Represented UBS Financial Services in drafting and negotiating dozens of domestic and offshore distribution agreements with large mutual fund complexes.

  • Represented NexPoint Advisors and the Highland Capital Funds in one of the largest offerings of preferred stock by a closed-end fund on the NYSE.

  • Represented independent directors of significant mutual fund complex in all areas of their responsibilities, including oversight of advisers and sub-advisers, monitoring of fund disclosures and operations, and compliance with the Board’s fiduciary duties.

  • Represented major fund family in the sale of several of its funds to another fund complex, including all regulatory and transactional aspects of the sale.

  • Represented fund complex in the defense of two of its closed-end funds against the unsolicited acquisition bid from an activist shareholder.

  • Represented fund family in the creation of a series of interval funds, including registration, periodic repurchase and tender offers, and other regulatory issues.

  • Represented large banking institution in an SEC investigation into allegedly improper revenue sharing arrangements with respect to the distribution of its funds by financial intermediaries.

    • Private Funds/SMAs and UMAs/Pooled Investment Vehicles

  • Represented Federated Hermes in all aspects of its separately managed account (SMA) business, including drafting and negotiation of its investment management agreements, service agreements, and other operational documents.

  • Represented several affiliated private funds in the sale of assets and conversion into a registered interval fund.

  • Represented a distressed private equity fund in a complex remediation effort in conjunction with the staff of the SEC.

  • Worked with multiple private equity and hedge fund advisers regarding compliance with the new private funds rules.

  • Structured, drafted and negotiated several complex institutional relationships between a large money manager and various state governmental entities.

  • Represented large financial institution in the conversion of several of its mutual funds into collective investment trusts.

    • Investment Products/Retirement and College Savings (529) Programs

  • Represented Morgan Stanley in the structuring, drafting and negotiations involved in the creation of the first proprietary wealth management 529 Plan in coordination with the State of North Carolina and BNY Mellon.

  • Represented Goldman Sachs in the structuring, development and regulation of the Goldman Sachs 529 Plan in conjunction with the State of Arizona.

  • Represented Ascensus College Recordkeeping Services in the provision of project management and related services to a number of state 529 Plans.

  • Represented a large insurance company/mutual fund complex in the development of various retirement share classes and retirement investment channels.

Education

  • University of Pennsylvania Carey Law School, J.D., cum laude, 1985
    - Editor-in-Chief, University of Pennsylvania Law Review
    - Order of the Coif
  • Harvard University, B.A., cum laude, 1980

Experience

  • Duane Morris LLP
    - Partner, 2023-present
  • K&L Gates LLP
    - Partner, 1995-2023
  • U.S. Securities and Exchange Commission
    - Special Counsel, 1992-1995
  • Latham & Watkins
    - Associate, 1988-1992
  • Supreme Court of the United States
    - Law Clerk to Chief Justice William H. Rehnquist, 1987-1988
  • U.S. Court of Appeals for the District of Columbia Circuit
    - Law Clerk to the Hon. Spottswood W. Robinson III, 1986-1987

Professional Activities

  • American Law Institute

  • U.S. Supreme Court Bar

  • D.C. Bar Association

Honors and Awards

  • Multiple annual listings in The Best Lawyers in America

  • Multiple annual listings in Washington, D.C. Super Lawyers

  • Named Washington D.C. “Lawyer of the Year” in Securities/Capital Markets Law in 2013-14

Civic and Charitable Activities

  • Chair of Board of Governors, Kenwood Golf and Country Club

  • Former Vice-Chair, Board of Trustees, Lowell School, Washington DC

Media Hits