Marco E. Adelfio

Marco Adelfio is a retired partner in Goodwin’s Financial Industry group and served as former chair of its Investment Management practice. Mr. Adelfio advises registered investment companies and their independent directors on SEC regulatory issues and registrations, complex transactions and governance matters, and also counsels SEC registered investment advisers on a range of regulatory and transactional matters. Mr. Adelfio has been recognized and is “held in high esteem by commentators for his expertise” in the area of mutual fund law by Chambers USA: America’s Leading Lawyers for Business. He was named “Independent Counsel of the Year” at the 2015 22nd Annual Mutual Fund Industry Awards, which is a highly regarded celebration of industry players and organizations that stand out for their excellence, achievements and contributions to the mutual fund industry.

For over 30 years, Mr. Adelfio has served as outside counsel to investment companies, independent directors and investment advisers. As regular outside counsel, he is extensively involved in board-level matters and provides day-to-day advice and guidance on legal, regulatory and compliance matters. He works with clients on the annual contract renewal process and on periodic oversight. He advises clients on risk management, conflicts of interest, fiduciary matters, affiliated transactions, contract negotiations and regulatory changes affecting their business activities. He provides guidance and counsel on new product initiatives, including key structural and disclosure issues.

In addition to ongoing advice and counsel, Mr. Adelfio has handled a range of complex transactions and matters over the course of his career, including, most recently:

• A top 15 U.S. fund complex in its acquisition of the assets of a top 25 mutual fund complex, one of the largest consolidations in the history of the mutual fund industry
• A top 20 U.S. fund complex in a spin-off transaction following the adviser’s sale of the bulk of its asset management business
• Serving as an expert witness in a post-financial crisis SEC enforcement proceeding involving a large U.S. fund complex
• Launching several novel registered funds that attained multi-billion dollar asset levels in very short order

Mr. Adelfio has been recognized by The Best Lawyers in America Best Lawyers for his work in Mutual Funds Law and Private Funds / Hedge Funds Law 2022-2023.

In 2015, Mr. Adelfio was named “Independent Counsel of the Year” at the 22nd Mutual Fund Industry Awards ceremony, sponsored by Fund Action and Fund Directions. He is consistently ranked by Chambers USA: America’s Leading Lawyers for Business, Chambers Global and The Legal 500 as a leader in the field of mutual funds law. The 21^st edition of Best Lawyers also recognizes Mr. Adelfio’s Mutual Funds Law practice and named him “Lawyer of the Year” for 2015 Washington, D.C. Private Funds/Hedge Funds Law, a distinguished recognition based on a survey of legal peers in his community and practice area.

Mr. Adelfio is a regular conference speaker and contributor to industry publications. He serves on the Advisory Board of BoardIQ, an industry publication geared towards independent directors. Recent presentations include:

• “Registered Fund Company Board Committees,” Investment Lawyer, (August 2023)
• “Closed-End Fund Activism-Perspectives on Common Shareholder Proposals,” Webinar, Moderator, (November 2020)
• “Whistleblower Rules – Time for an Ombudsman?” Webinar, co-sponsored by MFDF and Goodwin Procter, (March 2020)
• “Distribution Challenges – Regulatory,” Mutual Fund Directors Forum (MFDF) – Policy Forum, (April 2015)
• “Whether, and How, to Use Consultants,” Mutual Fund Directors Forum (MFDF) – Policy Forum, (April 2013)
• “Board Self-Assessment and Review,” Webinar, co-sponsored by MFDF and Goodwin Procter, (February 2013) 
• “Whistleblower Rules – Time for an Ombudsman?” Webinar, co-sponsored by MFDF and Goodwin Procter, (March 2012)
• “Contract Renewal: Shaking Up the Status Quo: How Private Litigants and Regulators Are Changing the Rules of the Game,” ICI General Membership Meeting, (May 2011)
• “15c Sub-Adviser Best Practices,” Sub-Advised and Multi-Managed Funds Forum, (September 2010)