Leslie S. Cruz

Leslie Cruz serves as counsel in the Washington DC office and is a member of Mayer Brown’s Corporate & Securities practice. Leslie focuses her practice on representing registered investment companies, investment advisers, and other financial institutions engaged in market, financial or investment management activities. She assists clients with a wide variety of matters, including the formation, registration, reorganization, merger, acquisition and liquidation of investment companies and investment advisers, and ongoing assistance with investment management regulatory and business matters. Her investment company representations have included mutual funds, exchange-traded funds, funds of funds, multi-managed funds, multi-series funds, multi-class funds and closed-end funds. Her investment adviser representations have included managers of managers, sub-advisers, real estate advisers, model portfolio advisers, wrap fee sponsors and participants, mutual fund allocation program advisers, private fund advisers and registered fund advisers.

Leslie assists clients with: exemptive applications, “no-action” letters, investment company registration statements and other regulatory filings, investment adviser registration forms and other regulatory filings, compliance procedures, corporate documents, service agreements (advisory, sub-advisory, fund accounting, administrative services, transfer agency services, distribution and others), and other regulatory and business filings and documents. She also provides guidance regarding domestic and foreign custody practices, personal trading and codes of ethics, investment company and investment adviser advertising (including website and Internet usage), social media practices, intellectual property licensing arrangements and related disclosures, securities lending arrangements, liquidity determinations and practices, trade and net asset value error correction practices, pricing and fair valuation policies, practices and operations, anti-money laundering compliance, privacy practices, and corporate governance issues affecting investment companies and investment advisers. 

Leslie’s practice also includes assisting clients with: investment company and investment adviser status analyses and opinions (including with respect to specific offerings or other transactions), Rule 2a-7 product analysis, revenue-sharing arrangements and various types of mutual fund intermediary agreements (e.g., administrative services, “sub-TA”, dealer/sub-distribution and shareholder servicing), prospectus delivery practices and procedures, SEC examinations and inquiries, “mock” examinations, targeted compliance and business practice reviews, internal investigations, due diligence reviews for various purposes (including review of potential business transactions and partners); affiliated transactions analysis; independent director status and analysis; corporate governance structures, practices and procedures (including board committee and classified board formations and operations), sub-adviser oversight practices, credit facilities and transactions, repurchase agreement facilities and transactions, derivatives and leveraged transactions, complex regulatory disclosures, investment company related bank regulatory matters, portfolio manager lift-outs, and spin-outs. 

Leslie brings a thorough understanding and appreciation of the regulatory and market environments to counseling clients, and has a keen interest in new product development for investment companies and investment advisers. Furthermore, Leslie advises clients on employee mobility matters.