Senior Counsel-Investment Advisor

Position Overview 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 company’s 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. PNC’s Corporate Governance department is seeking a senior‑level attorney to play a central role supporting PNC’s 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, hands‑on experience advising registered investment advisers, including with respect to private funds and registered investment companies, and will serve as a legal adviser to one or more advisers. Familiarity with SEC regulation of broker‑dealers and FINRA rules is desirable, but Advisers Act and ’40 Act expertise are core to the role. The attorney will work closely with senior business leaders, compliance and risk partners, and PNC’s government and regulatory affairs teams. Key Responsibilities Serve as a senior legal advisor to a registered investment adviser that sub‑advises private credit funds, including funds registered under the Investment Company Act of 1940. 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. Advise on ’40 Act issues applicable to private credit fund structures, including regulatory status, exemptions, board and compliance matters, and interactions with fund counsel. Assist in the drafting, review, and updating of advisory agreements, engagement letters, offering materials, and required regulatory filings (including Form ADV and related disclosures). 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. Represent PNC in interactions with regulators, external counsel, and counsel to counterparties. Exercise sound, independent judgment while managing matters autonomously with minimal supervision. May assist in supporting PNC’s capital markets advisory businesses and an exempt reporting adviser managing private equity funds, including advising on Advisers Act obligations applicable to ERAs. Qualifications 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 ’40 Act regulation may substitute for fewer overall years of experience. Strong, practical understanding of the Investment Advisers Act of 1940 and its application to RIAs, private funds, and sub‑advisory arrangements. Meaningful experience with the Investment Company Act of 1940, including registered funds or hybrid/private credit structures, is strongly preferred. Familiarity with SEC regulatory processes and examinations; experience working at or with the SEC, an RIA, or an investment management firm is desirable. Knowledge of broker‑dealer regulation and FINRA rules is helpful but not required. J.D. (or equivalent) from an accredited law school. Admission in good standing to practice law in at least one U.S. jurisdiction. Demonstrated sound judgment, strong analytical capabilities, and excellent interpersonal, oral, and written communication skills. Active State License – multiple issuers; no required licenses. Pay Transparency Base Salary $100,000.00 – $291,850.00 Benefits 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. Robust wellness program with financial incentives. Maternity and/or parental leave; up to 11 paid holidays each year; 9 occasional absence days each year unless otherwise required by law; 15 to 25 vacation days each year depending on career level; and years of service. Equal Employment Opportunity (EEO) PNC provides equal employment opportunity to qualified persons regardless of race, color, sex, religion, national origin, age, sexual orientation, gender identity, disability, veteran status, or other categories protected by law. This position is subject to the requirements of Section 19 of the Federal Deposit Insurance Act (FDIA) and, for any registered role, the Secure and Fair Enforcement for Mortgage Licensing Act of 2008 (SAFE Act) and/or the Financial Industry Regulatory Authority (FINRA), which prohibit the hiring of individuals with certain criminal history. #J-18808-Ljbffr PNC Financial Services Group, Inc.