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

At T. Rowe Price, we identify and actively invest in opportunities to help people thrive in an evolving world. As a premier global asset management organization with more than 85 years of experience, we provide investment solutions and a broad range of equity, fixed income, and multi-asset capabilities to individuals, advisors, institutions, and retirement plan sponsors. We take an active, independent approach to investing, offering our dynamic perspective and meaningful partnership so our clients can feel more confident.

We believe doing the right thing for our clients and our associates is good business . With a career at the firm, y ou can expect opportunities to create real impact at work and in your community. Y ou’ll enjoy resources to support your career path, a s well as compensation , benefits , and flexibility to enrich your life. Here, you’ll find a collaborative culture that respect s and valu e s differences and colleagues who share a spirit of generosity .

Join us for the opportunity to g row and make a difference in ways that matter to you .

About the Role

The U.S. Registered Funds Legal team provides legal and strategic support to T. Rowe Price’s registered investment products, including mutual funds, exchange-traded funds and products (ETFs), closed-end funds, and other registered investment vehicles. This role will partner closely with Product, Investments, Distribution, Capital Markets, Operations, Compliance, Risk and senior leadership to support product development, fund governance, regulatory matters, disclosure obligations, and strategic business initiatives related to T. Rowe Price’s ETFs and 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 ETFs and related product initiatives. As Managing Legal Counsel, you will serve as a strategic legal advisor to business leaders, investment professionals, and product teams on complex legal and regulatory issues affecting T. Rowe Price’s ETF business. This will include advising on new products and business initiatives, assessing the impact of regulatory developments, supporting product launches and modifications, interacting with regulators, preparing regulatory filings and governance materials, and presenting matters to fund boards. The role also partners closely with Product, Distribution, Investments, Capital Markets, and Operations teams on strategic initiatives supporting the continued growth and evolution of the ETF platform.

The candidate best suited for this role will have a deep understanding of ETFs, including market structure, trading practices, exchange operations, distribution models, and relationships with key ETF service providers. The candidate should have substantial experience advising senior executives, portfolio managers, product professionals, and other stakeholders on complex ETF-related legal and regulatory matters. This role requires deep expertise in ETF structure, regulation, distribution, governance, and ongoing operational requirements. The ideal candidate will have a demonstrated track record of advising on sophisticated ETF matters at a leading law firm, financial institution, asset manager, or similarly situated organization, as well as experience preparing and presenting matters to fund boards and board committees.

Role Summary

Provides expert legal counsel supporting T. Rowe Price’s U.S. Registered Fund products and business areas. Viewed as a trusted internal advisor capable of leveraging significant experience and knowledge of T. Rowe's businesses and products to develop practical legal solutions and advance legal positions. Partners with business, Legal, and Compliance colleagues to support decision making relating to ETFs. Provides advice regarding proposed, new and existing laws, rules and regulations affecting registered funds, with a primary focus on the Investment Company Act of 1940, the Investment Advisers Act of 1940, and related securities laws. Presents to the boards of directors.

Responsibilities

• •Provides expert legal counsel on the formation, registration, launch, governance, and ongoing maintenance of registered investment products, with a focus on ETFs.
• •Advises business partners on ETF-related matters, including product development, product changes, and innovative investment structures.
• •Provides legal advice regarding 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 ETF-specific matters, including exchange listing requirements, capital markets activities, authorized participant arrangements, creation and redemption processes, and related operational considerations.
• •Partners with Product, Investments, Capital Markets, Trading, Distribution, Operations, Compliance, and Risk teams on strategic initiatives affecting the firm's ETFs and registered fund platform.
• •Serves as one of the primary legal advisors for ETF regulatory matters, including interaction with regulatory agencies.
• •Monitors and interprets evolving ETF regulations and industry trends, ensuring proactive adjustments to legal strategy.
• •Supports the preparation, review, and maintenance of registration statements, prospectuses, statements of additional information, shareholder communications, board materials, and other regulatory filings and disclosures.
• •Collaborates with internal stakeholders and outside counsel to address complex legal, regulatory, and operational issues related to ETFs and registered funds.
• •Leads cross-functional initiatives involving new products, regulatory developments, operational enhancements, and strategic business priorities.
• •Handles a portfolio of complex, specialized legal matters, balancing business objectives with legal, regulatory, reputational, and operational risks.
• •Retains and manages outside counsel as needed, including establishing expectations, directing work product, evaluating service quality, and managing costs.
• •Conducts legal analysis and research regarding significant business and regulatory matters, develops practical solutions, and provides recommendations to senior management.
• •Reviews and assesses legal analyses, due diligence activities, and regulatory developments prepared by less experienced professionals and provides guidance on legal strategy and execution.
• •Provides work guidance, mentorship, and development support to attorneys, legal analysts, and other Legal department colleagues

Qualifications

Required:

• •Juris Doctor (J.D.) from an accredited law school
• •Active membership in good standing in at least one U.S. state bar
• •10+ years of legal experience advising registered investment companies, including significant experience supporting ETFs or related investment products
• •Significant experience advising registered investment companies, asset managers, or financial services organizations
• •Deep knowledge of the Investment Company Act of 1940 and related federal securities laws
• •Demonstrated ability to provide practical legal advice on complex business and regulatory matters
• •Demonstrated experience interacting directly with senior executives, investment professionals, and business leaders

Preferred:

• •Experience supporting ETF launches, fund reorganizations, mutual fund-to-ETF conversions, or other product development initiatives
• •Experience preparing and presenting materials to registered fund boards and board committees
• •Experience interacting with business teams, such as Investments, Distribution, Operations and Trading groups as well as other attorneys and compliance teams
• •In-depth knowledge of ETF product structures, regulatory frameworks, and operational complexities
• •Prior experience at a leading law firm, financial institution, ETF sponsor, or asset manager supporting ETFs and registered funds
• •Experience