Senior Counsel--Investment Advisor

Position Overview At PNC, our people are our greatest differentiator and competitive advantage in the markets we serve. We are all united in delivering the best experience for our customers. We work together each day to foster an inclusive workplace culture where all of our employees feel respected, valued and have an opportunity to contribute to the companyu2019s success. As a Senior Counsel within PNC's Corporate Governance organization, you will be based in Pittsburgh or Philadelphia, PA; Birmingham, AL; Cleveland, OH or Washington, DC. PNCu2019s Corporate Governance department is seeking a senioru2011level attorney to play a central role supporting PNCu2019s registered investment adviser engaged in private credit fund management. This position will focus heavily on advising under the Investment Advisers Act of 1940 and the Investment Company Act of 1940. The successful candidate will bring deep, handsu2011on experience advising registered investment advisers, including with respect to private funds and registered investment companies, and will serve as a legal advisor to one or more advisers. Familiarity with SEC regulation of brokeru2011dealers and FINRA rules is desirable, but Advisers Act and u201940 Act expertise are core to the role. The attorney will work closely with senior business leaders, compliance and risk partners, and PNCu2019s government and regulatory affairs teams. Key Responsibilities u00b7 Serve as a senior legal advisor to a registered investment adviser that subu2011advises private credit funds, including funds registered under the Investment Company Act of 1940 u00b7 Provide primary legal support on matters arising under the Investment Advisers Act of 1940, including governance, disclosures, conflicts of interest, regulatory filings, examinations, and ongoing compliance matters u00b7 Advise on u201940 Act issues applicable to private credit fund structures, including regulatory status, exemptions, board and compliance matters, and interactions with fund counsel u00b7 Assist in the drafting, review, and updating of advisory agreements, engagement letters, offering materials, and required regulatory filings (including Form ADV and related disclosures) u00b7 Partner closely with compliance, risk management, and senior business leadership to develop and maintain policies, procedures, and practices designed to ensure compliance with the Advisers Act and the Investment Company Act u00b7 Represent PNC in interactions with regulators, external counsel, and counsel to counterparties u00b7 Exercise sound, independent judgment while managing matters autonomously with minimal supervision u00b7 May assist in supporting PNCu2019s capital markets advisory businesses and an exempt reporting adviser managing private equity funds, including advising on Advisers Act obligations applicable to ERAs Qualifications u00b7 Typically six to ten years of legal experience advising registered investment advisers on Advisers Act matters, with demonstrated responsibility for complex regulatory and transactional work. Based on work experience, deep expertise in a highly specialized area of investment adviser or u201940 Act regulation may substitute for fewer overall years of experience u00b7 Strong, practical understanding of the Investment Advisers Act of 1940 and its application to RIAs, private funds, and subu2011advisory arrangements u00b7 Meaningful experience with the Investment Company Act of 1940, including registered funds or hybrid/private credit structures, is strongly preferred u00b7 Familiarity with SEC regulatory processes and examinations; experience working at or with the SEC, an RIA, or an investment management firm is desirable u00b7 Knowledge of brokeru2011dealer regulation and FINRA rules is helpful but not required u00b7 J.D. (or equivalent) from an accredited law school u00b7 Admission in good standing to practice law in at least one U.S. jurisdiction u00b7 Demonstrated sound judgment, strong analytical capabilities, and excellent interpersonal, oral, and written communication skills PNC is an in-office company that fosters a supportive culture where employees can thrive and achieve balance. We encourage candidates to connect with their recruiter and hiring manager to understand workplace expectations and ensure the role aligns with their goals. PNC will not provide sponsorship for employment visas or participate in STEM OPT for this position. Job Description + Performs significant and complex legal work while regularly interacting with management. Oversees legal research, analysis, consultation, and documentation within a framework of legal compliance and risk management. + Responsible for managing the expense for outside counsel relationships, provides strategic direction on when to leverage outside counsel. + Works with outside counsel combining their advice with analysis and feedback from internal stakeholders to provide practical guidance. + Networks with outside organizations to advance legal interests and legal health of the corporation and its industry. PNC Employees take pride in our reputation and to continue building upon that we expect our employees to be: + Customer Focused - Knowledgeable of the values and practices that align customer needs and satisfaction as primary considerations in all business decisions and able to leverage that information in creating customized customer solutions. + Managing Risk - Assessing and effectively managing all of the risks associated with their business objectives and activities to ensure they adhere to and support PNC's Enterprise Risk Management Framework. Qualifications Successful candidates must demonstrate appropriate knowledge, skills, and abilities for a role. Listed below are skills, competencies, work experience, education, and required certifications/licensures needed to be successful in this position. Preferred Skills Legal Compliance, Legal Consulting, Legal Practices, Legal Risk, Regulatory Compliance, Risk Assessments Competencies Business Ethics, Decision Making and Critical Thinking, Effective Communications, Establishing and Maintaining Trust, External Resource Management, Influencing Through Expertise, Legal Analysis, Legal Function, Negotiating, Problem Solving Work Experience Roles at this level require a Juris Doctorate (J.D.) degree from an accredited law school and licensed to practice law in at least one jurisdiction. Industry-relevant experience is typically 8+ years. Education JD (Required) Certifications Active State License - Multiple Issuers Licenses No Required License(s) Pay Transparency Base Salary: $100,000.00 u2013 $291,850.00 Salaries may vary based on geographic location, market data and on individual skills, experience, and education. This role is incentive eligible with the payment based upon company, business and/or individual performance. Application Window Generally, this opening is expected to be posted for two business days from 04/08/2026, although it may be longer with business discretion. Benefits PNC offers a comprehensive range of benefits to help meet your needs now and in the future. Depending on your eligibility, options for full-time employees include: medical/prescription drug coverage (with a Health Savings Account feature), dental and vision options; employee and spouse/child life insurance; short and long-term disability protection; 401(k) with PNC match, pension and stock purchase plans; dependent care reimbursement account; back-up child/elder care; adoption, surrogacy, and doula reimbursement; educational assistance, including select programs fully paid; a robust wellness program with financial incentives. In addition, PNC generally provides the following paid time off, depending on your eligibility: maternity and/or parental leave; up to 11 paid holidays each year; 9 occasional absence days each year, unless otherwise required by law; between 15 to 25 vacation days each year, depending on career level; and years of service. To learn more about these and other programs, including benefits for full time and part-time employees, visit . Disability Accommodations Statement If an accommodation is required to participate in the application process, please contact us via email at . Please include u201caccommodation requestu201d in the subject line title and be sure to include your name, the job ID, and your preferred method of contact in the body of the email. Emails not related to accommodation requests will not receive responses. Applicants may also call 877-968-7762 and say

Created: 2026-04-16