40 Act Fund Lawyer

Pantheon Ventures Careers•New York, NY

6d•$250,000 - $300,000•Onsite

About The Position

Pantheon is seeking a Principal-level 40 Act registered funds lawyer to join its Legal team in New York. This role focuses on the formation, structuring, support, and ongoing operation of registered investment companies (tender offer funds, interval funds, and other registered vehicles) that invest in alternative asset strategies. The ideal candidate will have extensive experience advising on '40 Act registered funds with exposure to private equity, infrastructure, private credit/debt, and other illiquid alternative investments, including complex affiliated transaction and co-investment issues under Sections 17(a) and 17(d) of the Investment Company Act of 1940. This position will be crucial to the firm's US retail and semi-liquid vehicle strategy as Pantheon expands its private wealth and evergreen product range. The role involves close collaboration with business (investment and sales), compliance, structuring, portfolio management, tax, finance, operations, and external counsel teams to support innovative investment products and transactions across public-private investment platforms. Additionally, the role will include assisting with general corporate group, regulatory, and compliance matters, as well as supporting various investment team divisions with investment-related work.

Requirements

Seven or more years of relevant legal experience, with a significant portion dedicated to Investment Company Act matters, ideally including registered closed-end funds or interval funds.
Prior experience at a leading law firm with an investment management or funds practice, supplemented by in-house experience at an asset manager or registered investment company; or substantive in-house experience in a legal function with direct responsibility for '40 Act registered funds.
Significant experience advising on formation and operation of '40 Act registered funds investing in alternative investments such as private equity, infrastructure, and private debt/private credit investments, as well as experience advising on complex transactional, governance, and conflict issues arising from alternative investment structures.
Deep familiarity with the Investment Company Act of 1940, specifically with Sections 17(a) and 17(d).
Demonstrable expertise in SEC registration and ongoing reporting for registered funds; hands-on experience managing complex filings.
Experience advising on the governance of registered investment companies, including independent director obligations and board materials.
Strong command of the intersection between private markets investing and registered fund regulation — including valuation, illiquidity, leverage, and affiliated transaction restrictions.
High School Diploma or Equivalent
Bachelor’s Degree
Juris Doctor Degree from an accredited US law school
Admission to the New York State Bar.
Candidate must complete Continuing Legal Education (CLE) requirements (New York attorneys must complete 24 CLE credit hours (including at least 4 in Ethics & Professionalism, at least 1 in Diversity, Inclusion & Elimination of Bias, at least 1 in Cybersecurity) every two years.

Nice To Haves

Experience with private fund formation and sponsor-side private funds work is a plus but not required.

Responsibilities

Liaise and collaborate with the parent company on all ongoing SEC reporting obligations, including Forms N-2 and other related filings, working with external counsel and internal stakeholders.
Lead the drafting of fund documents, including prospectuses, statements of additional information, subscription agreements, distribution agreements, custody arrangements, and transfer agency contracts.
Oversee, and assist the parent company, as applicable, with, distribution and intermediary agreements, including selling agreements with broker-dealers and distribution platforms, and ensure compliance with FINRA requirements.
Lead and advise on the formation, launch, registration, and ongoing operation of Investment Company Act of 1940 registered funds, including closed-end funds, interval funds, tender offer funds, and other registered alternative investment vehicles.
Structure registered products investing in private equity funds and direct investments, infrastructure funds and assets, private credit/private debt investments, and other alternative and illiquid investment strategies.
Coordinate with marketing, sales, investment, tax, finance, operations, investment execution, and tax teams on structuring and product development, including feeder fund structures, master-feeder arrangements, and subsidiaries.
Draft and negotiate offering, governance, and operational documentation associated with registered funds and underlying investments.
Advise on underlying portfolio investments made by registered funds into private funds, co-investments, joint ventures, and direct investments.
Analyze and advise on Section 17(a) affiliated transaction issues, Section 17(d) and Rule 17d-1 co-investment considerations, and valuation, governance, and conflict-related issues associated with alternative investments.
Coordinate with investment professionals, investment execution and tax teams, and compliance teams on transaction execution and regulatory considerations.
Assist the investment execution team as needed with review and negotiation of side letters, subscription agreements, partnership agreements, and related investment documentation.
Prepare and maintain various Pantheon fund/client checklists.
Partner with the Chief Compliance Officer and compliance team on the design and maintenance of '40 Act-specific compliance policies and procedures, and internal controls relating to registered alternative investment products.
Provide day-to-day legal advice regarding the Investment Company Act of 1940, Investment Advisers Act of 1940, and related SEC rules and guidance.
Support board materials and regulatory filings as needed and in coordination with the parent company, exemptive applications, no-action letter requests, and SEC interactions.
Advise on product governance, conflicts management, and legal and regulatory risk matters.
Manage or coordinate responses to SEC examinations and inquiries relating to registered funds.
Advise on affiliated transaction policies, codes of ethics, and conflict-of-interest frameworks as they apply to registered vehicles.
Monitor SEC rulemaking and regulatory developments affecting registered closed-end funds and interval funds; assess the impact on Pantheon's product range and advise leadership accordingly.
Drafting/reviewing/negotiating a wide range of contracts (including commercial agreements, contracts with service providers, and statements of work).
Supervising and educating external counsels on Pantheon practices.
Attending to other general Pantheon group corporate matters.
Build and maintain relationships with investment and product teams to provide proactive, commercially-oriented legal advice that supports the growth of Pantheon's US retail product offering and distribution strategy.
Manage a network of external law firms and control external legal spend on registered fund matters.
Support the broader Legal team on cross-functional matters and contribute to firm-wide legal initiatives, including assisting the Legal team with the launch, marketing/fundraising and maintenance of the Pantheon private fund depending on capacity and relevant experience.