Remote General Counsel - Fund Structuring & Compliance Lead

Counselwell Inc.; San Francisco (CA); Hybrid; USD 220,000 - 320,000; Full time

Benefits offered by this job

Equity upside

Remote-friendly

Competitive compensation + bonus

Job summary

Allocator One Group seeks a senior fund attorney to architect US fund structuring and regulatory diplomacy for Infra One’s US operating platform. You will draft templates, advise GPs on structuring, and manage regulatory compliance across Reg D, Form D, and governance matters.

You will collaborate with MDs and external counsel to align legal templates with GP economics, LP confidence, and scalable operations for dozens of funds.

Qualifications

• 10–18 years of experience in investment fund law or private equity/venture capital structuring.
• Deep expertise in Delaware LPs/LLCs and US fund documentation (LPA, PPM, MSAs).
• Strong knowledge of Reg D, Form D filings, accreditation rules, and anti-fraud provisions.
• Exposure to Advisers Act requirements for fund advisers, conflicts disclosures, and custody rules.
• Prior experience advising fund platforms or multi-GP environments is a strong plus.

Responsibilities

• Draft and maintain template LPAs, PPMs, Reg D offering documents, and sub-advisory agreements for Infra One-backed funds.
• Advise GPs on Delaware LP vs. LLC choices, co-investment structures, parallel/funel feeder structures.
• Review and negotiate advisor agreements; ensure proper delegation, monitoring, and liability allocation.
• Coordinate Reg D compliance: Form D filings, investor accreditation docs, and offering memoranda delivery.
• Draft custodial agreements, fund administration service agreements, and audit engagement letters.
• Own Infra One's master service agreement with GPs and update it as new requirements emerge.
• Advise MD on market positioning, benchmarking, and regulatory trends; build relationships with external counsel.

Skills

Fund structuring

Delaware LP/ LLCs

US fund documents (LPA, PPM, MSAs)

Reg D / Form D filings

Advisers Act & custody rules

Regulatory diplomacy

Education

JD from top law school; NY/DE bar

Tools

External counsel coordination

Job description

Allocator One Group seeks a senior fund attorney to architect US fund structuring and regulatory diplomacy for Infra One’s US operating platform. You will draft templates, advise GPs on structuring, and manage regulatory compliance across Reg D, Form D, and governance matters.

You will collaborate with MDs and external counsel to align legal templates with GP economics, LP confidence, and scalable operations for dozens of funds.