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Mark C. Amorosi

Partner
+1.202.778.9351
Fax +1.202.778.9100

Mr. Amorosi is a partner in K&L Gates' Investment Management Group and is based in the firm's Washington, DC office.  His practice focuses on investment management and securities law matters involving investment advisers, mutual funds, insurance companies and private investment vehicles, and related issues affecting broker-dealers, administrators, transfer agents and custodians.

Mr. Amorosi has assisted mutual fund and investment adviser clients with developing a variety of investment products, including the formation and registration of domestic and international equity and fixed income funds, asset allocation funds, real estate funds, long/short strategy and market neutral funds, target date retirement funds, funds-of-funds, principal protection funds, index funds and money market funds, in addition to providing them with ongoing representation.  He has extensive experience with portfolio management compliance issues, multi-manager fund complexes, funds-of-funds structures (including funds of ETFs), mergers and acquisitions of affiliated and unaffiliated investment companies and investment company complexes, the development and implementation of compliance programs, affiliated transactions issues, and distribution issues (including Rule 12b-1 fees, multiple class arrangements, redemption fee issues, "fund supermarket" and "shelf space" issues, selling agreements, breakpoints and sales practice issues).  Mr. Amorosi has worked with mutual fund complexes and investment advisers of varying sizes and regularly deals with the Securities and Exchange Commission (SEC), Financial Industry Regulatory Authority (FINRA) and other regulatory organizations on a range of regulatory matters, including registration statements, exemptive order applications, inspection and examination inquiries and interpretive requests.

Mr. Amorosi also has assisted investment advisers and managers with the formation and registration of new advisory entities and the drafting of organizational and disclosure documents, as well as providing ongoing representation.  He has represented investment adviser clients on a broad range of regulatory and transactional matters, including performance advertising, directed brokerage, soft dollars, wrap accounts, performance fees and trade allocation issues.  He also has advised investment managers on issues relating to private investment vehicles, including structuring and organizing the vehicles and drafting the related offering documents and agreements.

Mr. Amorosi also has advised insurance companies on securities law issues relating to the investment products they offer, including variable annuities and variable life insurance.  He has assisted clients with status issues under Section 3(a)(8) of the Securities Act of 1933 and regularly advises clients on the development and distribution of variable annuity and variable life insurance products and the registration of these products and the separate accounts that are used to fund them.  He also has assisted clients with drafting offering documents for variable products, obtaining exemptive orders in connection with the offering of variable products and the operation of the related separate accounts, and counseling insurance companies on sales practice and other compliance issues.

Professional Background

Before joining the firm in 2000, Mr. Amorosi worked in the SEC's Division of Investment Management, where he was involved in a wide range of investment management matters relating to mutual funds, investment advisers and insurance companies.  He served in the following positions:

  • Special Counsel, Division of Investment Management, Securities and Exchange Commission (1998-1999)
  • Branch Chief, Division of Investment Management, Securities and Exchange Commission (1996-1998)
  • Staff Attorney, Division of Investment Management, Securities and Exchange Commission (1994-1996)

Professional/Civic Activities

  • American Bar Association (Member of the Committee on Federal Regulation of Securities, Subcommittee on Investment Companies and Investment Advisers, Subcommittee on Private Investment Vehicles, and Subcommittee on the Securities Activities of Insurance Companies)
  • Federal Bar Association
  • Represented the United States asset management arm of one of the largest insurance companies in the world as well as its U.S.-based investment company complex with more than 100 insurance-dedicated funds and over $75 billion in assets under management. Attended all mutual fund board meetings and advised board on a broad range of issues.
  • Represented the investment adviser, mutual funds and principal underwriter in a mutual fund family with 45 retail and institutional funds and approximately $35 billion in assets under management.
  • Advised an investment company complex consisting of 12 retail and institutional mutual funds with approximately $3 billion in assets under management, mostly in money market funds.
  • Represented the mutual funds, investment adviser and principal underwriter of a mutual fund family with 22 retail mutual funds and 16 insurance-dedicated funds with aggregate assets under management of approximately $8 billion.  Attended all mutual fund board meetings and advised board on a variety of issues.
  • Advised one of the largest independent brokerage firms in the United States in connection with the establishment and registration of a mutual fund family consisting of 6 sub-advised mutual funds.
  • Advised the U.S.-based mutual fund family of one of the largest international financial services companies in the world consisting of approximately 25 funds and $15 billion in assets under management.
  • Have represented life insurance company clients in connection with the development and registration of new variable annuity and variable life insurance products.
  • Regularly advised one of the largest asset managers in the United States on distribution and other issues relating to the sale of variable insurance products.
  • Have advised clients on the formation and registration of over 150 open-end mutual funds.
  • Have advised clients on over 100 fund reorganizations, including preparation of the fund merger and proxy solicitation materials, preparation of board materials, and advice on issues relating to the transaction and proxy solicitation.
  • Have represented investment advisers and mutual fund families in connection with approximately a dozen regulatory examinations conducted by various regulators, including the SEC and FINRA.
  • Represented an investment adviser in connection with a fund adoption agreement and related fund proxy solicitation documents relating to the transfer of management of a mutual fund from one investment adviser to another.
  • Represented an investment adviser in connection with the sale of a portion of its mutual fund business with approximately $5 billion in assets under management to another investment adviser, including the drafting and negotiation of the asset purchase agreement and related fund merger and proxy solicitation documents.
  • Represented an investment adviser in connection with the sale of a portion of its mutual fund business consisting of two mutual funds and approximately $100 million in assets under management to another investment adviser.
  • Represented an investment adviser and investment company complex in connection with the establishment and registration of a family of funds-of-funds, two funds-of-exchange-traded funds, and two families of target date retirement funds.
  • Advised a global financial services company in connection with its establishment of Undertakings for Collective Investments in Transferable Securities (UCITS) based in Ireland and offered to European investors.
  • Represented a start-up investment manager in connection with the formation and registration of the manager and the establishment of a separate account advisory business and a private fund focusing on small cap equities.
  • Represented a start-up investment adviser and a registered mutual fund family consisting of 5 principal protection funds with approximately $25 million in assets under management.  Attended all mutual fund board meetings and advised board on a variety of issues.
  • Have represented insurance companies in connection with obtaining SEC approval of over 50 insurance company separate account substitution transactions