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 marketing issues.
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 matters.
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.