Mark Goshko

Practice Areas

Mr. Goshko is a partner in K&L Gates' Boston office and has practiced law for over 30 years. He focuses his practice on investment management law, including the representation of registered open- and closed-end investment companies, investment company directors, unregistered hedge funds and other private investment vehicles, investment advisers, broker-dealers and banks. He deals regularly with the SEC, FINRA, the Commodity Futures Trading Commission, the National Futures Association, the New York Stock Exchange and other regulatory agencies and organizations. Mark previously served as a Practice Group Coordinator for the firm’s Asset Management and Investment Funds practice.

In the registered investment company area, Mark serves as the lead partner in representing several mutual fund complexes of varying size. He assists these fund complexes in creating a wide variety of investment company products, including many innovative products such as registered funds of hedge funds and funds targeted to investors with certain expected retirement dates. He regularly obtains SEC exemptive orders and no-action letters on behalf of investment company clients. He has served as lead partner in over 50 closed-end fund offerings of common and preferred stock that raised over $30 billion in new assets under management for the sponsoring advisers. Mark has extensively assisted investment companies in implementing compliance programs and other regulatory requirements. As counsel to independent directors, Mark advises several investment company boards, concerning a wide range of ongoing developments in fund governance and oversight, including those imposed by the Sarbanes-Oxley Act and several new SEC rules.

Mark counsels hedge funds and their advisers on a broad range of issues, including structuring options, offering requirements, drafting of organizational and offering documents, tax optimization strategies and compliance with regulatory requirements, including those under the Investment Company Act, the Investment Advisers Act, the Commodity Exchange and ERISA. Mark has extensive experience working with both onshore and offshore hedge funds, as well as a variety of master-feeder funds and funds of funds. His hedge fund manager clients range from major national and international financial services organizations to entrepreneurial start-up companies. Mark is also experienced in setting up new operating companies for groups of individuals entering the hedge fund business, hedge fund joint ventures between different firms and arrangements in which hedge fund managers receive an equity stake in hedge fund operations sponsored by their employers.

Mark works with registered investment advisers in negotiating management contracts with their institutional clients, and in setting up "wrap," "SMA" and other investment advisory programs. Mark counsels investment advisers, concerning performance advertising, "soft dollars," directed brokerage, trade allocation, solicitation arrangements, and other compliance issues. Mark conducts general and topic focused compliance reviews for adviser clients and represents them in connection with SEC exams and enforcement proceedings. Mark regularly counsels buyers and sellers of investment adviser operations, regarding corporate structuring, regulatory and tax issues.

Professional Memberships

Former Practice Group Coordinator, K&L Gates Asset Management and Investment Funds Practice

Former Co-Chair, Boston Bar Association Committee on Investment Companies and Investment Advisers

Law Clerk, Judge Jerry E. Smith, United States Court of Appeals for the Fifth Circuit (immediately following graduation from law school)

Former Member, Massachusetts Judicial Nominating Council, Gubernatorial appointee on board that recommends candidates for judicial appointments to the Governor

Former Member, Boston Finance Commission, Gubernatorial appointee on commission that oversees City of Boston Finances on behalf the Commonwealth

Former Overseer, Handel & Haydn Society

Publications

"How Do You Organize a Private Fund?," 15-16 May 2001

"Summary of New SEC Rules Regarding Independent Directors of Investment Companies," 6 February 2001

Education