40 Act Fund Lawyer

Purpose of Position

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.
• Pr