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.