Sabal Law Playbook
Independent Counsel to Independent Directors
Conflict-free counsel for the boards of interval funds, tender offer funds, and BDCs, with Division of Investment Management heritage.

This playbook outlines how Sabal Law PLLC (“Sabal Law”) serves as independent counsel to the independent directors or trustees (the “Prospective Client”) of an evergreen fund. Continued BigLaw consolidation has narrowed the universe of firms that can satisfy Rule 0-1(a)(6)’s standard for independent legal counsel, leaving boards in search of a conflict-free alternative. Sabal Law fills that role for interval funds, tender offer funds, and BDCs.

Fund Wrappers We Serve
Interval Funds
Tender Offer Funds
Business Development Companies
01 Embedded Independent Counsel
Sabal Law embeds with the independent directors as independent counsel, expanding board bandwidth by moving seamlessly between counseling the board and advocating on behalf of the board to the manager. We address day-to-day blocking and tackling of complex, fast-paced investment managers while serving as a thought partner to leaders of both the board and management.
02 Conflict-Free Under Rule 0-1(a)(6)
Rule 0-1(a)(6) requires the disinterested directors to be represented by counsel whose representation of the fund’s investment adviser, principal underwriter, administrator, or their control persons is sufficiently limited that it is unlikely to adversely affect counsel’s professional judgment. Continued BigLaw consolidation has narrowed the field of firms that can clear that test. Sabal Law’s virtual boutique structure insulates the board from the conflict accretion that drives independence questions in larger firms.
03 Shared Investor-Protection Mission
Sabal Law is led by J. Tyler Kirk, a former staff attorney in the Chief Counsel’s Office of the SEC’s Division of Investment Management. Investor protection is the first of the SEC’s three stated goals and the core duty of the independent directors, so a board served by counsel with regulator-side heritage advances a mission shared by the staff and the board, with the regulator’s perspective informing every advisory conversation.
04 Flexible Subscription or Hourly Pricing
An optional quarterly subscription model for independent counsel legal services reduces the cost of counsel to the board and makes the board’s legal spend predictable quarter over quarter, so the board can engage counsel without the friction of exclusively hourly billing.
05 Quarterly Board Meeting Preparation
For each quarterly meeting, Sabal Law coordinates pre-reads with management, reviews board materials, refines the agenda, spots issues across compliance and oversight topics, and delivers executive summaries so directors enter the room ready to govern. The cadence reflects Mr. Kirk’s six-plus years advising a six-person board of trustees on multi-billion-dollar portfolios.
06 Pristine Books, Minutes & Records
Clean corporate minutes, books, and records, with resolutions and consents pristinely drafted and maintained. Bylaws, key agreements, regulatory filings, and Rule 38a-1 chief compliance officer reports are thoughtfully advised, and intimate knowledge of the fund is used to craft solutions to risks before they become problems for growth or impediments to investor returns.
07 SEC Engagement, No-Action Relief & Filings
Sabal Law represents the independent directors, directly or on a no-names basis, before the SEC Division of Investment Management and other divisions and offices on difficult compliance matters and unsettled questions of law. We seek no-action relief for novel applications of the federal securities laws and review and comment on routine and ad hoc filings with applicable regulators.
08 Section 15(c) Process Stewardship
The annual section 15(c) approval of the advisory agreement is a signature moment of board leverage and careful judgment. Sabal Law guides the board through a collegial, practical, and competent cycle, preserving the intentional balance of powers the statute contemplates and ensuring the independent directors receive the material disclosures needed for informed decisions.
09 Oversight of Key Manager Agreements
Thoughtful review of the key agreements negotiated by management on behalf of the fund, including the procedural requirements for affiliated transactions under Rules 17a-7, 17a-8, and 17d-1, and, for BDCs, Section 57(i), with substantive feedback delivered to the board so the independent directors maintain proper oversight over the legal documents executed by the manager.
10 Diligence & the Six Ps
Manager diligence is the foundation of board oversight. Sabal Law guides the independent directors through the Six Ps, namely People, Philosophy, Process, Portfolio, Performance, and Price, structuring diligence so the record supports the board’s business judgment. The framework draws on Mr. Kirk’s thirteen-plus years advising on private markets and portfolios of private securities and accelerates the board’s between-meeting review of co-investment transactions, where terms are often finalized only days before closing.
11 Conflicts, Valuation & Expense Allocation
Oversight of conflicts of interest, fair value valuation under Rule 2a-5, and expense allocation across side-by-side public and private vehicles, co-investment pricing and fee layering, and services rendered to the fund by the management team and its affiliates. Sabal Law helps the board test disclosures, policies, valuation models, and expense methodologies against the record regulators expect to see.
12 Distribution Oversight
Retail wrappers for private markets carry real distribution risk. Multi-class exemptive orders condition relief on 12b-1-like distribution-plan oversight, applicable FINRA rules cap sales charges, and Section 36(b) backstops fees paid for services to the fund. Sabal Law helps the board probe intermediary compliance and whether distribution fees and disclosures will survive SEC scrutiny.
13 Leverage, Liquidity & Risk Oversight
Sabal Law advises on liquidity oversight calibrated to each wrapper, Rule 23c-3 for interval funds, Rule 13e-4 for tender offer funds, and share repurchase programs for BDCs. On leverage, we cover Section 18 asset coverage, as modified by Section 61 for BDCs, and Rule 18f-4’s Value-at-Risk limits, informed by Mr. Kirk’s graduate work focused on Value-at-Risk, alongside Level 3, AML, and cybersecurity oversight.
14 Disclosure & Policy Adherence
Sabal Law advises the board on disclosures in annual amendments to the registration statement and in the annual shareholder report, and on the manager’s adherence to the fund’s fundamental investment policy. Independent directors review material statements with a clear line of sight to accuracy, completeness, and consistency with board deliberations, and surface any policy drift before it ripens into a regulatory or disclosure concern.
15 Co-Investment & Between-Meeting Approvals
Private strategies frequently require the fund to co-invest in negotiated private placements alongside affiliated funds under SEC exemptive relief. On a transaction-by-transaction basis, the eligible directors must determine that the terms are reasonable, fair to shareholders without overreaching, and consistent with shareholder interests and the fund’s stated policies. Terms are often finalized only days before closing. Sabal Law’s structured application of the Six Ps equips the board to move quickly between quarterly meetings and act at the speed of the deal while fulfilling its oversight duties with a clean, well-papered record.
Why Sabal Law
Conflict-free, board-side counsel that thinks like a regulator and moves like a partner.
Sabal Law brings senior attorney attention on every matter, responsiveness shaped around the board’s quarterly cadence, and an optional subscription pricing structure that makes legal spend predictable. With BigLaw consolidation narrowing the universe of firms that can clear Rule 0-1(a)(6), boards gain a focused virtual boutique with Division of Investment Management heritage, the discipline to work collegially with the manager, and the spine to advance the board’s shared mission with the SEC of investor protection when it matters most.

Sabal Law is a completely virtual boutique law firm with a registered agent at the following addresses. A Sabal Law attorney is available exclusively by appointment. This playbook does not establish an attorney-client relationship. No such relationship is formed until an engagement letter has been signed by all parties.

Florida
3898 Jean Street
Jacksonville, FL 32205
District of Columbia
1717 N Street NW, Suite 1
Washington, DC 20036