The posting
1435 Capital Management is seeking a highly capable, business oriented Chief Compliance Officer ("CCO") to lead the firm's compliance, regulatory, fund operations, and governance functions. This role is central to maintaining a scalable compliance infrastructure for a venture capital firm, supporting fund and SPV activity, and partnering closely with the Managing Partner, General Counsel, investment team, and external service providers.
The ideal candidate brings practical expertise with the US securities law framework applicable to private funds and venture capital advisers, including SEC registration and reporting exemptions, Form ADV obligations, private offering compliance, investor onboarding, AML/KYC controls, conflicts management, and compliance program administration.
Core Responsibilities:
Compliance and Regulatory Oversight
- Design, implement, administer, and continuously improve the firm’s compliance program, tailored to 1435 Capital Management’s business model, investment strategies, fund structures, investors, portfolio companies, and service provider relationships.
- Serve as the principal internal resource on SEC, federal securities law, private fund, investment adviser, and related regulatory matters affecting the firm.
- Advise senior leadership on the firm’s status and obligations as applicable, including SEC registered investment adviser, exempt reporting adviser, venture capital fund adviser, private fund adviser, or other potentially relevant registration or exemption categories.
- Monitor, assess, and help preserve compliance with the venture capital adviser exemption under Section 203(l) of the Investment Advisers Act and Rule 203(l)-1, as well as other applicable exemptions, exclusions, filing requirements, and regulatory thresholds.
- Coordinate regulatory examinations, information requests, audits, diligence inquiries, and enforcement-related matters, including document collection, response preparation, remediation tracking, and communications with outside counsel.
- Maintain a regulatory calendar to track filing deadlines, annual reviews, contract renewals, fund obligations, investor-reporting requirements, and other recurring compliance deliverables.
- Conduct periodic compliance risk assessments and prepare reports for the Managing Partner and other appropriate internal stakeholders on material risks, incidents, control gaps, remediation efforts, and evolving legal or regulatory developments.
Policies, Procedures, and Training
- Draft, implement, maintain, and periodically update written compliance policies and procedures designed for the firm’s actual risks and operations.
- Own the policy adoption process, including stakeholder review, approval documentation, employee acknowledgments, version control, dissemination, training, testing, and periodic reassessment.
- Maintain policies addressing, as applicable: Code of ethics, personal trading, and insider trading prevention. Conflicts of interest, allocation of investment opportunities, and related-party transactions. Political contributions and pay-to-play restrictions. Gifts, entertainment, travel, political activity, and charitable contributions. Cybersecurity, information security, privacy, records retention, and business continuity. Marketing, communications, investor relations, website, social media, and performance-related disclosures. Valuation, expense allocation, portfolio monitoring, fees, and fund disclosures. Anti-bribery, sanctions, AML/KYC, vendor diligence, and anti-fraud practices.
- Develop and deliver employee compliance training and onboarding education, including targeted training for senior personnel, investment professionals, operations staff, and other supervised persons.
- Administer annual certifications, conflict disclosures, code-of-ethics acknowledgments, and other employee compliance attestations.
- Lead annual and event-driven reviews of the firm’s compliance program, documenting findings, remediation plans, testing results, and management actions.
Fund and SPV Management
- Oversee compliance and operational governance related to venture funds, co-investment vehicles, special purpose vehicles (“SPVs”), sidecars, and other investment structures.
- Support the formation, launch, onboarding, administration, maintenance, wind down, and dissolution of SPVs and other investment vehicles.
- Coordinate with General Counsel, external fund administrators, tax advisers, banks, outside counsel, placement agents, custodians, and other third parties on SPV documentation, subscriptions, closings, capital calls, distributions, investor communications, and recordkeeping.
- Establish and maintain standardized SPV and fund management workflows, checklists, approval controls, documentation standards, and records repositories.
- Review fund and SPV documentation for operational and compliance consistency, including limited partnership agreements, operating agreements, subscription documents, side letters, investor questionnaires, management agreements, fee arrangements, and transfer documentation.
- Monitor investment, ownership, borrowing, leverage, concentration, qualification, and other fund-level restrictions relevant to applicable fund documents and regulatory exemptions.
- Maintain accurate corporate, organizational, investor, fund, SPV, and transaction records in coordination with internal and external stakeholders.
KYC, AML, Sanctions, and Diligence
- Lead a risk based KYC/AML, sanctions screening, and diligence program for investors, clients, vendors, counterparties, consultants, and other relevant parties.
- Review and approve investor onboarding materials, beneficial ownership information, source-of-funds documentation, entity formation records, sanctions screening, and risk classifications.
- Establish escalation procedures for higher-risk relationships, politically exposed persons, sanctions concerns, adverse media, unusual transaction activity, suspicious activity indicators, and incomplete diligence.
- Coordinate with banks, fund administrators, legal counsel, and diligence vendors to ensure onboarding and monitoring practices are appropriately documented and consistently applied.
- Maintain records of KYC/AML reviews, screening results, approvals, exceptions, remediation requirements, and periodic refreshes.
- Monitor changing AML/CFT obligations for SEC-registered investment advisers and exempt reporting advisers, while maintaining appropriate risk-based controls for the firm’s activities.
Contract Management and Legal Partnership
- Own and improve the firm’s contract-management process from intake through execution, storage, renewal, amendment, and termination.
- Maintain a centralized contract repository and obligations tracker for key agreements, including vendor contracts, technology agreements, consulting arrangements, fund administration agreements, NDAs, engagement letters, operating agreements, side letters, and service provider arrangements.
- Review contracts for operational, commercial, regulatory, compliance, privacy, information-security, data-use, indemnity, insurance, audit rights, and recordkeeping considerations.
- Partner closely with the General Counsel on legal review, negotiation strategy, corporate governance, regulatory interpretation, disputes, document templates, and material business decisions.
- Escalate matters requiring legal interpretation, privileged advice, external counsel, or senior-management decision making.
- Support vendor onboarding and ongoing vendor oversight, including diligence, risk assessments, contractual protections, and periodic reviews of critical service providers.
Qualifications:
- Bachelor's degree preferred; Juris Doctor, MBA, CPA, FINRA, IACCP, CAMS, or other relevant compliance, legal, financial services, or risk credential strongly preferred
- 7+ years of progressively responsible experience in compliance, legal, fund operations, private funds, venture capital, private equity, investment management, financial services, or a related regulated environment
- Demonstrated knowledge of the Investment Advisers Act of 1940, Securities Act of 1933, Securities Exchange Act of 1934, private offering exemptions, and compliance practices relevant to private fund managers
- Experience developing, administering, and testing compliance policies and procedures in a regulated investment management environment.
- Experience conducting KYC, AML, sanctions, beneficial ownership, vendor, and counterparty diligence.
- Strong familiarity with contract management practices, entity governance, document lifecycle management, and service provider oversight.
- Excellent judgment, discretion, organization, writing, issue spotting, and project management skills.
- Ability to translate complex legal and regulatory requirements into usable business processes, clear policies, practical employee guidance, and well-documented controls.
- Comfortable operating independently while collaborating closely with senior leadership, General Counsel, investment professionals, external advisers, and operational partners.
- Advanced proficiency with Google Workplace (Google Docs, Google Sheets, etc.) and cloud based document management, compliance, contract management, and workflow tools.
Preferred Attributes: We're looking for a pragmatic compliance leader who can protect the firm without creating unnecessary operational friction and someone who's highly detail oriented, dependable, and comfortable owning sensitive, confidential, and time-sensitive matters. Someone who is a strong communicator who can work effectively with sophisticated investors, founders, fund administrators, lawyers, auditors, and internal stakeholders.
