Senior Counsel

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 advisor 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

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 – $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 [pncthrive.com](%23).

Disability Accommodations Statement

If an accommodation is required to participate in the application process, please contact us via email at [View email address on joinrs.com](%23). Please include “accommodation request” 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 View phone number on joinrs.com and say "Workday" for accommodation assistance. All information provided will be kept confidential and will be used only to the extent required to provide needed reasonable accommodations. At PNC we foster an inclusive and accessible workplace. We provide reasonable accommodations to employment applicants and qualified individuals with a disability who need an accommodation to perform the essential functions of their positions.

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.

California Residents

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