40 Act Fund Lawyer

Pantheon is seeking a Principal-level 40 Act registered funds lawyer to join its Legal team in New York.  We are seeking an experienced investment management attorney to serve in a senior legal role focused on the formation, structuring, support and ongoing operation of registered investment companies (tender offer funds, interval funds and other registered vehicles) investing in alternative asset strategies. The ideal candidate will have deep expertise 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.  As Pantheon continues to expand its private wealth and evergreen product range, this role will be central to the firm's US retail and semi-liquid vehicle strategy.

This role will partner closely 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.

In addition, the role will also include assisting with general corporate group, regulatory and compliance matters and assisting the various investment team divisions with investment related work.

Key Responsibilities

40 Act Registered Fund Management

Liaise and collaborate with parent company on all ongoing SEC reporting obligations, including but not limited to 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 parent company, as applicable, with, distribution and intermediary agreements, including selling agreements with broker-dealers and distribution platforms, and ensure compliance with FINRA requirements.

Registered Fund Formation & Structuring

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

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

Other alternative and illiquid investment strategies

Coordinate with the marketing, sales, investment, tax, finance, operations and 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.

Investment & Transactional Support

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

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 investment execution team as needed with review and negotiation of side letters, subscription agreements, partnership agreements, and related investment documentation.

Preparing and maintaining various Pantheon fund/client checklists

Compliance & Regulatory Affairs

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 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.

Corporate

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

Stakeholder Management

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.

Knowledge and Experience Required

Experience

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: 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.

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

Attributes

Technically strong with a practical, business-oriented approach to legal advice — able to identify risk clearly and propose workable solutions rather than defaulting to caution.

Strong judgment and ability to balance legal, regulatory, and business considerations.

Highly organised and able to manage multiple workstreams independently, with a strong attention to detail and the ability to meet deadlines in a fast-paced environment.

Excellent written and verbal communication skills; able to distil complex regulatory issues for non-legal audiences, including senior investment professionals and fund boards.

Collaborative and relationship-driven, with the ability to work effectively across teams and build trust quickly with internal and external clients. Srong interpersonal and management skills.

Self-starter with the seniority to operate with significant autonomy while exercising sound judgment about when to escalate.

Expected base salary range:  $250,000- $300,000