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About the Role

Pantheon is 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. This role will be central to the firm's US retail and semi-liquid vehicle strategy, partnering closely with business, compliance, and other teams to support innovative investment products and transactions.

Responsibilities

Liaise and collaborate with parent company on all ongoing SEC reporting obligations, including Forms N-2 and other related filings.
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.
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, and investment execution 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 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 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.

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.
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.

Skills

Investment Company Act of 1940
Sections 17(a) and 17(d)
SEC registration and ongoing reporting
Registered fund governance
Private markets investing
Valuation
Illiquidity
Leverage
Affiliated transaction restrictions
Drafting fund documents
Negotiating offering documents
Contract negotiation
Regulatory compliance
Risk management
Communication skills
Interpersonal skills
Management skills

Location

New York

Work Type

Full-time

Experience Level

Principal-level
Seven or more years of relevant legal experience

Education Level

High School Diploma or Equivalent
Bachelor’s Degree
Juris Doctor Degree from an accredited US law school

Salary/Compensations

$250,000- $300,000

Benefits

Generous employee benefits package
Discretionary bonus

About the Company

Pantheon has been at the forefront of private markets investing for more than 40 years, earning a reputation for an innovative approach to investing in secondaries, co-investments, and primary fund investments, as well as capital formation across commingled funds, evergreen vehicles and customized solutions.
Our specialist investment capabilities span multiple strategies across private equity, infrastructure and real assets, and private credit.
Through our collaborative and committed culture, we find new ways to solve complex problems together and deliver innovative investment opportunities across private markets.
Pantheon currently manages approximately $82.3 billion in AUM across all its strategies, serving more than 750 institutional and 638 private wealth clients worldwide.

Equal Opportunity

Pantheon is an Equal Opportunities employer, we are committed to building a diverse and inclusive workforce so if you're excited about this role but your past experience doesn't perfectly align we'd still encourage you to apply.