The Florida Bar

Ethics Opinion

Opinion 72-21

June 21, 1972
Advisory ethics opinions are not binding.
A lawyer should not undertake to provide “general legal services” to a mutual fund when such
services would include preparation of “prototype trust instruments” for use by agents of the
mutual fund in dealing with customers.

64-33, 64-70, 67-11

Chairman Clarkson stated the opinion of the committee:
We are again called upon to determine whether proposed legal representation of a lay
agency in the estate planning field may violate ethical precepts.
The inquiring member of The Florida Bar states that his firm has been asked
to provide “general legal services” to a mutual fund. Initially, the firm would
prepare “prototype trust instruments” for use by agents of the mutual fund in
dealing with customers. Thereafter, if requested to do so by a customer or his
attorney, the law firm would “make an analysis as to whether or not a trust was
warranted, and if so, which of the trust forms should be used.” The law firm’s
compensation would be paid by the mutual fund except in those instances in
which the firm prepared legal documents upon request of the customer or his
attorney, in which event the firm would be paid directly by the customer or his
As we have consistently noted in the past, arrangements between lawyers and mutual
funds, life insurance agents or other lay agencies active in estate planning work are fraught with
ethical pitfalls. Both the former canons and the present code have condemned similar
relationships because of the inherent conflict of interest, the inevitable imposition of a lay
intermediary between attorney and client and the strong likelihood that the attorney’s services
may occasionally and unwittingly aid the unauthorized practice of law. The proposed method of
dealing between the mutual fund and its potential customers too readily lends itself to the sale of
a package which includes legal services.
For the reasons stated in exhaustive detail in our former opinions 64-33, 64-70 and
particularly 67-11, we have concluded that the inquiring lawyer should not undertake the
representation as proposed.