Private Fund Counsel

Job Description:

Providing for loved ones, planning rewarding retirements, saving enough for whatever lies ahead – our policyholders count on us to be there when it matters most. It’s a big ask, but it’s one that we have the power to deliver when we work together. We collaborate and innovate – pushing one another to transform not just Pacific Life, but the entire industry for the better.

Why? Because it’s the right thing to do. Pacific Life is more than a job; it’s a career with purpose. It’s a career where you have the support, balance, and resources to make a positive impact on the future – including your own.

We’re actively seeking a talented Private Fund Counsel to join our Legal team in Newport Beach, CA.

As Private Fund Counsel you’ll move Pacific Life, and your career, forward by providing hands‑on legal support across our private funds platform — both helping launch and operate our own private equity and private credit funds and supporting the firm’s investments as a limited partner in third‑party funds. You will fill a new role in the Investments/Legal function supporting Pacific Private Fund Advisors (PPFA), our SEC‑registered private fund investment adviser.

Your colleagues will include fellow private funds legal professionals, working closely alongside private equity and credit investment professionals, compliance, tax, finance, and operations teams. This is a collaborative, cross‑functional group where attorneys partner directly with the deal teams from diligence through closing, and you’ll have experienced counsel to learn from and mentor you as you grow into the role.

Note:

Job level may vary based on skills and experience.

• Support the formation and launch of new proprietary private equity and private credit funds — including entity structuring and the drafting, review, and negotiation of limited partnership agreements, private placement memoranda, and subscription documents.
• Negotiate side letters and administer most‑favored‑nation (MFN) election forms with third‑party investors.
• Manage investor onboarding, including anti‑money‑laundering and know‑your‑customer (AML/KYC) requirements, and serve as a legal point of contact for third‑party limited partners.
• Review and negotiate fund finance arrangements, including credit facilities, subscription (capital call) lines, and NAV loans, coordinating with lenders, GPs, and internal stakeholders.
• Support the ongoing maintenance of our funds throughout their life cycle — obtaining investor consents, drafting and processing document amendments and revisions, and monitoring investment periods, key‑person provisions, and other ongoing terms and obligations under the fund documents.
• Administer our funds’ Limited Partner Advisory Committee (LPAC) matters, investment committee processes, and fund governance — including preparing meeting materials, drafting approval motions and minutes, and soliciting LPAC member consents.
• Draft and manage transfer agreements, purchase and sale agreements, secondary sales of fund interests, and fund wind‑downs.
• Review fund marketing materials and draft related investor disclosures, coordinating with compliance on regulatory review.
• Advise internal partners on regulatory, compliance, and structuring matters affecting private funds (e.g., SEC/registered investment adviser considerations, record retention, and fund‑level tax).

• Review, analyze, and negotiate limited partnership agreements, side letters, non‑disclosure agreements (NDAs), and non‑reliance letters (NRLs) for new fund commitments and co‑investments, flagging off‑market or concerning terms and recommending negotiation points.
• Complete subscription documents and MFN elections on behalf of Pacific Life and its affiliates.
• Manage and oversee ongoing investor matters as an LP, including responding to consent solicitations, reviewing document amendments, and evaluating LPAC notices and proposals on behalf of our proprietary funds, Pacific Life and its affiliates.

• Oversee and support paralegal and…