Senior Regulatory Counsel (Securities) Bethesda, Maryland

ProShares Trust II, ProShare Advisors LLC; Bethesda (MD); On-site; USD 230,000 - 300,000; Full time

Benefits offered by this job

Competitive pay and discretionary bonus

Paid time off

401(k) retirement plan with matching contribution

Education assistance

Job summary

ProShares Trust II, a leader in ETF management, is seeking a Senior Director, Counsel (Securities) to provide business-oriented legal advice on securities law. This role will involve working with senior management and various internal teams to support registered securities offerings and ensure compliance with regulations.

Ideal candidates should have a JD, 12+ years of experience in asset management, and deep knowledge of securities law. The position offers a competitive salary range between $230,000-$300,000, excluding bonuses and comprehensive benefits.

Qualifications

• Expert knowledge of the Securities Act of 1933 and Securities Exchange Act of 1934.
• Experience in managing registered securities offerings.
• Deep understanding of the Investment Company Act of 1940.

Responsibilities

• Provide business-oriented legal counsel to senior management.
• Evaluate legal and business risks to support strategic decisions.
• Prepare and maintain registration statements and periodic reports.
• Oversee communications with SEC and other regulators.
• Manage projects to improve Legal Department's efficiency.

Skills

Legal counsel

Securities law expertise

Negotiation skills

Risk management

Strong communication

Education

JD and membership in good standing with a U.S. state bar

12+ years of relevant experience

Job description

ProShares, a leading sponsor of exchange traded funds, manages one of the industry’s most innovative and diverse set of ETFs, mutual funds and commodity pools. Our products use sophisticated investment strategies to invest across all major asset classes, including crypto, commodities, and derivatives, and are traded on listing exchanges around the world. This is not a passive environment: decisions here affect public markets and investor outcomes.

Why ProShares (and why this role is different)

ProShares sits at the intersection of ETF innovation, derivatives, market structure, and regulation. Senior contributors have meaningful ownership and clear line‑of‑sight from product structuring and launch through ongoing disclosure, reporting, and regulatory engagement—with high visibility, real accountability, and less internal bureaucracy than most large platforms.

About Us

ProShares offers one of the largest lineups of ETFs, with over $100 billion in assets. We’re a leader in strategies such as crypto‑linked, dividend growth, interest‑rate‑hedged bond and geared (leveraged and inverse) ETF investing. We continue to innovate with products that provide strategic and tactical opportunities for investors to manage risk and enhance returns.

Position Summary

The Senior Director, Counsel (Securities) reports directly to the General Counsel and serves as a senior legal partner to leadership across ProShares’ growing ETF and registered funds business. You will provide sophisticated, business‑oriented advice on securities law and regulatory matters impacting ProShares’ ETFs, commodity pools, interval funds, and mutual funds.

This is a high‑impact opportunity to work within one of the largest and most diverse ETF complexes in the United States on complex and innovative product and business issues.

Responsibilities

• Deliver timely, pragmatic, and business‑oriented legal counsel to senior management and across all levels of the organization.
• Identify and evaluate legal and business risks to support strategic decision‑making.
• Work closely with ProShares internal business teams to structure, develop and launch ProShares registered securities offerings, including commodity ETFs and other vehicles registered under the 1933 Act, and ETFs, interval funds and mutual funds registered under the 1940 Act.
• Lead the preparation, review, and ongoing maintenance of registration statements, prospectuses, 10‑Ks, 10‑Qs and other periodic reports for ProShares registered securities offerings.
• Support business development and product development initiatives by providing proactive legal input and guidance.
• Oversee communications and coordination with the SEC, CFTC, NFA and FINRA.
• Draft, negotiate and review agreements with fund service providers, including custodians, administrators, underwriters, transfer agents and authorized participants.
• Independently initiate projects, drive process improvements and enhance the Legal Department’s efficiency and effectiveness.
• Manage and coordinate with outside counsel to optimize resources and achieve favorable outcomes.

Education and Experience

Required

• JD and membership in good standing with a U.S. state bar.
• 12+ years of relevant experience in the asset management industry (law firm and/or sophisticated in‑house environment).
• Deep knowledge of the Securities Act of 1933 and Securities Exchange Act of 1934.
• Demonstrated experience managing registered securities offerings.
• Working knowledge of the Investment Company Act of 1940, Investment Advisers Act of 1940, and commodities regulation.

Preferred

• Experience representing issuers, investment advisers, underwriters, or broker‑dealers on fund‑related matters.
• Prior experience at the SEC (helpful, not required).
• Experience with corporate transactions such as reorganizations, acquisitions, or mergers.

What Helps You Succeed Here

• Strong judgment and ability to balance legal risk with commercial realities.
• Excellent written and verbal communication, including the ability to simplify complex topics.
• Comfort operating under scrutiny and making decisions with real market‑facing implications.
• Ability to manage competing deadlines and priorities across multiple stakeholders.
• Organized, detail‑oriented, and able to follow through independently.

Compensation and Benefits

The compensation for this position includes salary and incentive pay. The annual base salary range for this role is $230,000‑$300,000 (USD), which does not include discretionary bonus compensation. Total compensation may vary based on experience, role, location, department, and individual performance.

• Competitive pay and discretionary bonus
• Paid time off
• Additional insurance includes basic life, accidental death and dismemberment, supplemental life, disability and legal benefit
• 401(k) retirement plan with matching contribution
• Spending accounts (Health Care, Dependent Care, and Transportation)
• Wellness programs (fitness reimbursement, Employee Assistance Program)
• Education assistance
• Additional programs including peer recognition, corporate matching gift

These statements are intended to describe the general nature and level of work involved for this job. It is not an exhaustive list of all responsibilities, duties and skills required of this job. To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

ProShare Advisors LLC and its affiliates are equal opportunity employers and do not discriminate against otherwise qualified applicants on the basis of age, race, color, religion, creed, sex (including pregnancy, childbirth, or related medical conditions), marital or family status, national origin, ancestry, physical or mental disability, mental condition, veteran status, sexual orientation, gender identity, genetic information, or any other characteristic protected by applicable law.