Legal Advisory Expert – Investment Funds

About Allied Talent Partners

Allied Talent Partners (ATP), a Three Cairns Group initiative, is a mission-driven, not-for-profit talent marketplace focused on solving the human capital bottlenecks slowing down sustainable development efforts in emerging economies, with an initial focus on Africa. ATP connects vetted, experienced, context-relevant professionals to high-impact opportunities in energy access and sustainable development – strengthening local capacity and fuelling economic vitality. We specialize in fixed-term, deliverable-driven engagements – from interim leadership and generalist projects to niche technical expertise – handling project scoping, talent vetting and matching, contracting, payroll, and compliance so that our clients can focus on impact.

High-Level Overview

The client is seeking a senior Legal Advisory Expert – Investment Funds with deep investment fund experience to support a first-time fund manager currently in advanced negotiations with an investor.

The fund manager has received a term sheet and is working through associated Conditions Precedent (CPs) required prior to signing and capital deployment. The engagement requires an experienced professional who has previously navigated investor negotiations from either the fund manager or LP side and can provide pragmatic, market-informed guidance.

The support required spans term sheet review, governance structuring, carry policy design, conflict of interest frameworks, SPV considerations, and related legal and governance documentation. The advisor will work primarily with the fund manager (not expected to be investor-facing) and provide practical, fund-facing guidance grounded in real-world structuring and negotiation experience.

The fund is structured with Mauritius elements, while the fund manager is based in Kenya. This is a time-sensitive, part-time engagement with an expected short turnaround.

Role and Responsibilities of the Legal Advisory Expert – Investment Funds

Role: Legal Advisory Expert – Investment FundsDirect Report: Fund ManagerCandidates Required: 1

Key Deliverables

Term Sheet Review & Negotiation Advisory

• Conduct detailed review of the investor term sheet.
• Advise on key legal, commercial, and governance implications of proposed clauses.
• Provide market benchmarking guidance, particularly in the context of a first-time fund manager.
• Support navigation of negotiation strategy and fallback positions.
• Advise on legal and governance-related Conditions Precedent (CPs).

Fund Policy Development & Governance Structuring

• Carry Policy & Carry Allocation: Advise on market-standard carry structures. Review and/or draft carry allocation agreement. Ensure alignment with investor expectations and fund economics.
• Conflict of Interest Policy: Develop or refine conflict identification and mitigation framework. Ensure governance safeguards meet institutional investor standards.
• Governance Framework (LPAC / Advisory Committee / Investment Committee): Advise on LPAC structure, mandate, composition, and decision-making authority. Review governance rights and oversight mechanisms reflected in the term sheet. Ensure clarity of escalation and accountability structures.

SPV & Structural Advisory

• Advise on SPV performance linkages and deployment structures.
• Review performance alignment mechanisms between SPVs and the main fund.
• Ensure structural arrangements are commercially workable and aligned with investor expectations.

Practical Fund-Facing Advisory

• Provide pragmatic guidance beyond technical legal review.
• Translate legal provisions into operationally workable frameworks.
• Support a first-time fund manager in navigating institutional investor standards.
• Identify structural risks or misalignments early and propose solutions.

Requirements

Experience Required

• Significant experience advising or working with private equity, venture capital, or blended finance funds.
• Demonstrated experience supporting fund managers through investor negotiations and closing processes.
• Experience working with first-time fund managers strongly preferred.
• LP-side experience (or prior experience within an institutional investor or DFI) advantageous.
• Experience with African fund structures and Mauritius-based elements preferred.

Technical Requirements

• Deep familiarity with fund term sheets, governance frameworks, and institutional investor standards.
• Strong understanding of carry structures and allocation mechanisms.
• Experience advising on SPV structures and performance-linked arrangements.
• Ability to draft and refine fund governance and policy documents.
• Law degree (LLB or equivalent) strongly preferred.
• Formal legal admission in a recognised jurisdiction advantageous but not mandatory.

Other Skills

• Strategic and commercially astute.
• Comfortable advising under tight timelines.
• Able to operate independently with limited supervision.
• Clear communicator capable of simplifying complex legal structures.
• Pragmatic and solutions-oriented.

Working Arrangement

• Location: Remote (time zone alignment with East Africa preferred)
• Travel: Not anticipated

Terms Of Agreement

• Start Date: Immediately
• Contracting Period: Estimated 2–4 weeks (part-time engagement), aligned to closing timeline (end of march)

Key skills/competency

• Investment Funds
• Term Sheet Negotiation
• Governance Structuring
• Carry Policy Design
• Conflict of Interest Frameworks
• SPV Considerations
• Private Equity
• Venture Capital
• African Fund Structures
• Legal Advisory