Scott MacLeod has spent 100 percent of his practice over the
last 22 years forming and representing investment funds, investment advisers and
related investment management clients. He has formed and represented a wide
spectrum of investment funds and investment advisers including hedge funds,
mutual funds, private equity and venture capital funds, offshore funds, group
trusts, and bank collective and common trust funds. Mr. MacLeod has also
represented investment advisers, banks and their trust and investment
departments, and pension plans as institutional investors.
Mr. MacLeod has advised numerous SEC and state registered and private
investment advisers in all aspects of fiduciary and regulatory issues under the
Investment Advisers Act of 1940. He has frequently drafted and negotiated
investment management agreements and has advised investment adviser clients on
mergers and acquisitions. In addition, he routinely assists investment advisers
with issues concerning compliance, SEC filings, disclosure documents, audits and
enforcement proceedings, ERISA rules applicable to pension advisers, custody and
soft dollar matters, wrap accounts, and investment performance advertising and
Mr. MacLeod is active in all aspects of structuring and organizing private
investment funds. The funds range from a variety of onshore and offshore hedge
funds that invest in securities, to private equity, leveraged buyout, and
venture capital funds, including angel groups. He has advised clients on setting
up master-feeder funds, funds of funds and registered hedge funds.
Mr. MacLeod's private fund practice includes advising on structural issues,
drafting or reviewing the fund’s term sheet, private placement memorandum and
partnership or operating agreement, preparing the investor subscription
agreement, advising on applicable federal and state securities laws, negotiating
with investors’ counsel, drafting fund contracts with service providers, forming
and negotiating the operating agreement for the fund manager, addressing
broker/dealer issues related to fund sales, assisting with investor
correspondence, and restructuring or renegotiating documentation as needed.
Mr. MacLeod has regularly engaged in the organization and representation of
U.S. mutual funds registered under the Investment Company Act of 1940. In his
mutual fund representations, many of which have included bank-sponsored mutual
funds, he has acted as fund counsel to funds that are involved in mergers with
other fund complexes and tax-free conversions of bank collective and common
trusts into mutual funds.
Mr. MacLeod’s mutual fund practice is concentrated on and consists primarily
of advising on complex fund structures; drafting and updating registration
statements and prospectuses; drafting fund contracts with service providers;
responding to ongoing marketing, regulatory and compliance issues; advising on
filing and disclosure requirements; attending quarterly and special board of
directors meetings; and advising directors on fiduciary and regulatory
Mr. MacLeod’s practice also includes extensive inadvertent investment company
analysis for non-fund issuers seeking exemption from 1940 Act registration.
Prior to joining Holland & Knight in February 2000, Mr. MacLeod was a
partner with two New York law firms. Before those positions, Mr. MacLeod served
as vice president and assistant general counsel at Chemical Bank where he was
responsible lawyer for a multibillion dollar mutual fund complex, investment
adviser and related private funds and collective trust funds.