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George Zornada

Partner
+1.617.261.3231
Fax +1.617.261.3175

Mr. Zornada practices investment management and securities law. He regularly represents investment advisers, open and closed-end investment companies and their boards of directors, and private investment entities such as hedge funds and fund of funds.

Mr. Zornada’s practice includes a broad spectrum of regulatory and transactional matters including:

  • counseling investment advisers and investment companies on all matters of regulation, registration, and compliance
  • representing open and closed-end funds and other issuers before the Securities and Exchange Commission on exemptive applications, no-action letter requests and disclosure, registration, and other filings
  • counseling boards of directors of open and closed-end funds
  • extensively representing advisers and funds with respect to utilization of alternative investments
  • extensively representing closed-end funds, including many funds of hedge funds, in initial offerings and capital and leveraging transactions, and
  • organizing and advising onshore and offshore hedge funds and fund of funds and their managers
Professional Background

Prior to joining K&L Gates in 2000, Mr. Zornada worked in the U.S. Securities and Exchange Commission's Division of Investment Management. Mr. Zornada was Branch Chief, Office of Investment Company Regulation, and previously was Senior Counsel and Team Leader in the Office of Disclosure Regulation. Mr. Zornada also served in the SEC's Office of General Counsel.

Professional/Civic Activities
  • Member of the Editorial Board of The Investment Lawyer
  • Member of the Board of Trustees, Ripon College
Mr. Zornada continuously represents registered open-end and closed-end funds, their advisers and their boards of trustees/directors in all aspects of their existence and business, including daily operation, governance and regulatory compliance, filing matters and transactions.
Mr. Zornada has represented investment advisers in the creation and launch of over a dozen new/start up investment company complexes, including both open-end and closed-end funds. In addition, he also has represented issuers in numerous closed-end fund initial public offerings as well as secondary/rights offerings and capital structure transactions.

Mr. Zornada had a significant tenure at the SEC in the Division of Investment Management in both a staff and a branch chief role. He routinely interacts with regulators and has represented open-end and closed-end funds in all aspects of public filings, as well as novel and/or complex exemptive relief and no-action relief before the SEC and/or its staff.

Representations of particular significance and/or novel results include:
  • Representing a continuously-offered closed-end fund and its independent directors with respect to all aspects of oversight and execution of a novel investor choice plan involving the division of the fund and its $2 billion portfolio of private funds. Representation of fund in all aspects of structural design, transaction and regulatory matters/interactions.
  • Design and registration of novel registered investment company investing in master limited partnerships (“MLPs”) using a domestic subsidiary to increase MLP exposure above 25% but maintain qualification as a regulated investment company (“RIC”) for tax purposes.
  • Obtained novel, first-ever exemptive order authorizing the creation of an “extended payment” open-end fund, the Federated Core Trust III on behalf of its series Federated Project and Trade Finance Core Fund.
  • During financial crisis in 2008, with time of the essence, planned design and legal structuring of an acquisition, without need of shareholder voting, by a large money market fund (“MMF”) of another large but unaffiliated MMF that was in danger of “breaking the buck.”
  • Obtained seminal no-action letter relief, in 2003, from SEC allowing for creation of registered closed-end fund of hedge funds for tax exempt investors. Reliance on the letter enabled creation of a UBTI tax blocker within a master-feeder structure. Prior to the relief, tax exempt investors were largely unable to invest in a registered fund of hedge funds. Structure allowed by the no-action letter was widely adopted within industry segment.
  • Obtained no action letter, in 2004, under tender offer rules adopted under Securities Exchange Act of 1934 to enable a fund to restrict an offer to a sub-set of its investors, enabling their transfer to another fund.
  • Represented numerous closed-end funds in their initial public offers (“IPOs”), including in 2002 the simultaneous undertaking of 11 municipal bond fund IPOs.
  • Advised regarding and structured numerous conversions of private funds into registered open-end as well as closed-end investment companies.
  • Obtained numerous routine and novel exemptive orders from the SEC, including:
    • Several multi-manager exemptive orders for both open-end and closed-end funds;
    • Orders allowing creation of unaffiliated fund of funds; and
    • Orders allowing a variety of types of joint transactions.
  • Obtained on several occasions relief from the SEC staff under Rule 19b-1 for funds regarding distribution and characterization of capital gains distributions.
  • Represented open-end funds on a number of fund “adoption” acquisition transactions.
  • Represented several closed-end funds in public rights offers (transferable and non-transferable), as well as preferred stock offerings.
  • Obtained exemptive relief for and created a number of employees securities companies (“ESCs”) on behalf of professional services companies, including in particular a novel ESC for a major law firm in which non-accredited investor associates were able to participate under Rule 701 under the Securities Act of 1933.