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.

How you'll help move us forward:

Launching and managing proprietary funds (as sponsor):

• 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).

Supporting our investments in third-party funds (as limited partner):

• 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.

Across the platform:

• Oversee and support paralegal and legal operations staff - delegating and reviewing their work on subscription documents, closing logistics, entity maintenance, and document management - while helping develop templates, checklists, and process improvements that scale the team's output.
• Partner with other Pacific Life investment teams - including infrastructure, fund finance, and real estate - on fund matters as needed, applying the same review and negotiation skills across asset classes.

The experience you bring:

• J.D. from an accredited law school, active bar membership in good standing, and at least 3 years of relevant legal experience in private funds, investment management, or a related transactional practice (law firm or in-house).
• Familiarity with private fund structures and their core documentation - limited partnership agreements, side letters, subscription agreements, private placement memoranda, and MFN election forms - from a sponsor and/or investor perspective, together with fund finance instruments such as credit facilities, subscription lines, and NAV loans; comfort with document management systems such as iManage and SharePoint is a plus.
• Strong contract review, drafting, and negotiation skills, with exceptional attention to detail and the ability to distill complex fund terms into clear, actionable guidance.
• An organized, proactive approach; sound judgment; and the ability to manage multiple time-sensitive matters, including directing paralegal support, while collaborating effectively across teams.

What makes you stand out:

• Prior experience launching or forming proprietary funds on behalf of a sponsor or general partner, in addition to representing limited partners investing in third-party funds.
• Experience drafting and negotiating investment management agreements (IMAs) with third-party managers.
• Hands-on fund finance experience, including familiarity with rated note feeder structures.
• Working knowledge of fund-level tax concepts, regulatory frameworks applicable to registered investment advisers, and secondary/transfer transactions.
• Demonstrated ability to build processes, checklists, and training materials, and to supervise, mentor, or support paralegals and more junior team members.

#LI-AJ1

Base Pay Range:

The base pay range noted represents the company's good faith minimum and maximum range for this role at the time of posting. The actual compensation offered to a candidate will be dependent upon several factors, including but not limited to experience, qualifications and geographic location. Also, most employees are eligible for additional incentive pay.

$152,010.00 - $185,790.00

Your Benefits Start Day 1

Your wellbeing is important to Pacific Life, and we're committed to providing you with flexible benefits that you can tailor to meet your needs. Whether you are focusing on your physical, financial, emotional, or social wellbeing, we've got you covered.

• Prioritization of your health and well-being including Medical, Dental, Vision, and Wellbeing Reimbursement Account that can be used on yourself or your eligible dependents

• Generous paid time off options including: Paid Time Off, Holiday Schedules, and Financial Planning Time Off

• Paid Parental Leave as well as an Adoption Assistance Program

• Competitive 401k savings plan with company match and an additional contribution regardless of participation

You Can Be Who You Are

We are committed to a culture of diversity and inclusion that embraces the authenticity of all employees, partners and communities. We support all employees to thrive and achieve their fullest potential.

What's life like at Pacific Life? Visit Instagram.com/lifeatpacificlife

EEO Statement:

Pacific Life Insurance Company is an Equal Opportunity /Affirmative Action Employer, M/F/D/V. If you are a qualified individual with a disability or a disabled veteran, you have the right to request an accommodation if you are unable or limited in your ability to use or access our career center as a result of your disability. To request an accommodation, contact a Human Resources Representative at Pacific Life Insurance Company.