The FCA has published CP26/28, its long-awaited consultation on the future UK AIFM regime. Together with the Treasury's parallel consultation on the underlying legislation, this is the most significant reshaping of UK alternative fund regulation since AIFMD was implemented in 2013. Most of the regime would move out of legislation and into a new FCA sourcebook, “ALTS”, with implementation targeted for 2028. For private capital managers, the direction of travel is broadly positive: a regime that is more proportionate to closed-ended, illiquid strategies, but with a wider perimeter that could catch some structures currently sitting outside it.

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A new three-tier regime, with a much higher depositary threshold

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The familiar small and full-scope categories would be replaced by small, medium and large AIFMs, measured by aggregate net asset value (NAV) rather than the current leverage-adjusted assets under management calculation. Following industry feedback on its original £100m proposal, the FCA proposes to set the small threshold at £750m NAV, with medium firms being those between £750m and £5bn, and firms above £5bn NAV classified as large.

Under the proposals, small AIFMs would not be required to appoint a depositary for each unauthorised UK AIF they manage. This would raise the point at which a depositary is generally required to £750m aggregate NAV, compared with the current €500m threshold for unleveraged closed-ended funds. Small AIFMs would instead remain subject to CASS 6 custody rules.

The cliff-edge on crossing a threshold would also be softened: firms would have six months to comply with the other requirements of their new category and 12 months to appoint a depositary. Moving between tiers would require notification to the FCA rather than a variation of permission as before. Different requirements would continue to apply where a UK AIFM manages a non-UK AIF that is marketed in the UK.

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A wider perimeter: registration changes and CIS structures pulled in

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The Treasury proposes to abolish the AIFM registration regime, except for Registered Venture Capital Funds and Social Enterprise Funds, with no grandfathering for those required to become authorised. Unauthorised property fund managers would need to seek FCA authorisation ahead of implementation, although certain small, internally managed closed-ended investment companies would be exempt.

Alongside this, the definition of an AIF would be clarified in legislation. The FCA is explicit that some vehicles currently treated as collective investment schemes but not AIFs would be re-categorised as AIFs, requiring their operators to seek the Part 4A permission of managing an AIF and to notify investors.

Helpfully for private capital managers, the FCA proposes to exempt carried interest vehicles, joint venture vehicles, single-investor vehicles and excluded entities from the enhanced disclosure requirements that would otherwise apply to certain residual CISs. Other residual CIS operators would nonetheless face new periodic reporting to the FCA on the number, gross value and purpose of the vehicles they operate. Managers may therefore want to begin reviewing their structure charts now to assess which entities may be affected.

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A more proportionate regime for closed-ended, unleveraged funds

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The FCA has accepted the longstanding criticism that parts of the current framework appear to have been designed with more liquid, leveraged and trading-oriented strategies in mind. Under the proposals, firms managing only closed-ended, unleveraged AIFs would be subject to baseline risk management requirements, essentially appropriate due diligence and understanding of investments, and no liquidity risk management rules at all.

Importantly, a proposed hedging exemption means that funds using derivatives solely to hedge risks, for example currency or interest-rate risk, would be treated as unleveraged for these purposes. Funds that borrow to invest at fund level would remain leveraged and subject to the relevant risk and liquidity rules. Managers may therefore need to consider how particular borrowing arrangements, including subscription lines and NAV facilities, would be treated under the proposed framework.

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Leverage calculations scrapped

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The gross and commitment methods are proposed to be removed entirely. The FCA acknowledges these calculations are complex, burdensome and of limited value in comparing a buyout fund with a hedge fund. Instead, firms would disclose the quantum of leverage to investors using whichever method best suits the fund and its strategy, provided the disclosure is fair, clear and not misleading.

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FRAME to replace UK Annex IV reporting

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Most unauthorised AIFs other than hedge funds would report annually only, with more detailed requirements for larger funds and certain private market strategies. Reporting timelines for these funds would also be pushed to 120 days post reporting period end, rather than the typical 30 days currently.

For funds under £500 million in NAV, only ‘essential’ reporting needs to be completed going forward. This is a much-reduced version of the current reporting, with a tight set of questions intended to provide the FCA with only the data it absolutely requires to market map. For funds over this threshold, ‘enhanced’ reporting would be required, with a question set more similar to the existing Annex IV requirement.

Loan origination funds would need to complete their own specialised set of questions specific to their portfolios, with the intention of providing the FCA with more insights into this fast-growing market. The additional questions are expected to be measures which the majority of managers already track through their portfolio monitoring and reporting processes.

However, the change may create a different rather than necessarily simpler reporting burden, as the new UK framework would need to sit alongside continuing European reporting obligations. This is likely to be one of the most significant practical implications of the reforms, especially for managers marketing funds in both the UK and throughout Europe.

This is expected to be implemented from 2028 onwards, with the consultation ending in September 2026. Langham Hall will continue to engage with the FCA on the impact of any changes to managers, especially those who currently report across multiple jurisdictions and frameworks.

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Valuation rules for all, informed by the 2025 multi-firm review

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Valuation rules would apply to AIFMs of every size for the first time, including firms that are currently small authorised AIFMs. The rules embed the findings of the FCA's March 2025 private market valuations review: documented conflicts identification, defined triggers for ad hoc valuations during market events, and record keeping around valuation decisions. Assets would need to be valued at fair value, with the proposed approach aligned with IFRS definitions and IOSCO standards. The Treasury proposes to remove the statutory strict liability regime for external valuers, replacing it with conditions that an independent valuer must meet before appointment. Full functional independence of the valuation function would be expected only of the largest firms, with small and medium AIFMs instead required to take appropriate steps to manage conflicts.

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Reporting, disclosure and delegation

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Medium and large AIFMs would be required to produce audited annual reports for each fund, but remuneration disclosure would narrow to material risk-takers only. Small AIFMs and in-scope residual CISs would instead prepare a lighter, unaudited annual summary. Pre-contractual disclosure to professional investors would become principles-based, reflecting that LPs negotiate for information directly. The proposals retain a prescriptive disclosure regime for retail investors.

On delegation, the proposals would remove the requirement to pre-notify the FCA. AIFMs would instead be required to notify the FCA as soon as practicable after the delegation becomes effective, with the substance and letter-box provisions retained.

A further cross-border question is whether entities within each of the proposed UK AIFM tiers would be regarded as meeting the EU requirements for portfolio management delegates to be authorised or registered for asset management and subject to supervision. This is particularly relevant for UK-based sponsors using Luxembourg or Irish third-party AIFMs.

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The depositary regime: open for debate

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A discussion chapter, ahead of formal proposals in a second consultation, indicates that medium and large AIFMs would continue to appoint a depositary for each unauthorised UK AIF. Two ideas stand out. First, small AIFMs would be able to opt in to appointing a depositary, where investors want one, without taking on the whole medium firm rulebook. Second, the FCA is contemplating allowing the depositary functions to be split between more than one provider and removing the daily re-performance of cash reconciliations in favour of oversight of the manager's own processes.

The core oversight responsibilities are not expected to change significantly, although the proposals could create greater flexibility around how safekeeping, cash monitoring and oversight are delivered. The FCA explicitly invites views on whether the regime is disproportionate for private equity funds with limited trading and infrequent cash movements, a question with wider relevance across private capital.

Our view is that independent depositary oversight remains an important part of the AIFMD framework, providing valuable challenge around governance, operational risk, safekeeping and cash monitoring. The question is therefore how the role can be applied proportionately and in the context of the type of assets held by a fund, rather than whether it adds value.

Langham Hall has long taken a risk-based approach to the delivery of depositary services, including cash monitoring. We welcome the FCA’s recognition that greater proportionality can be achieved without weakening the core oversight function and will continue to engage with the FCA and the wider market as the proposals develop.

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Also worth noting

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The FCA is minded to remove the business restriction on AIFM activities and has opened up a separate discussion on moving fund managers into a single prudential framework, COREPRU, partly to smooth the jump from the £5,000 base capital requirement to €125,000 on becoming full scope.

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The National Private Placement Regime would remain

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The Treasury proposes to retain the National Private Placement Regime, with limited changes intended to support its continued operation. For many international private capital managers, this would provide important continuity in a key route used to market non-UK funds in the UK.

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What managers should consider now

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Managers can begin mapping aggregate NAV across their AIF and residual CIS structures, identifying vehicles that may be affected by the clarified AIF perimeter and assessing whether their reporting data will support the proposed FRAME requirements. International managers should also consider how the proposals may affect their UK marketing approach, including their continued use of the National Private Placement Regime.

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Timing

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Responses on the discussion chapters covering depositaries, prime brokers and the business restriction are due by 18 September 2026. Responses to the FRAME consultation are due by 22 September 2026, with the main AIFM consultation closing on 14 October 2026. The FCA aims to publish final rules in 2027, with implementation currently envisaged for 2028.

We are reviewing the proposals in detail and will be responding to the consultation. If you would like to discuss what the proposed regime could mean for your funds, please speak to your usual Langham Hall contact.

Langham Hall is pleased to bring you the second episode of First Close, where Tom Pinnell, sits down with emerging private equity managers and the people who work alongside them for an honest look at what it takes to build a private equity firm from scratch.

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In this episode, Tom is joined by John Messer, founder of Copilot Capital, a lower mid-market SaaS investor backing founder-led software businesses across Europe. John spent a decade in UK private equity, including at Inflexion, Alchemy Partners and Tenzing, before launching Copilot Capital in 2023. Its first fund is now almost fully deployed, with investments in Sweden, Denmark and the UK.

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They discuss:

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• John's unusual route into private equity
• The “SaaSpocalypse” and how AI is reshaping software investing
• How AI could change the structure of private equity deal teams
• When founders should step back from the CEO role
• The trade-offs of taking seed capital as an emerging manager
• Why zombie funds may create new opportunities for specialist managers
• What success looks like for Copilot Capital

Click the link to listen to the full epsiode.

Available on Spotify, Apple Podcasts and all major platforms.

In the first half of 2026, colleagues across Langham Hall’s offices gave their time, energy and support to a wide range of charitable initiatives, from individual fundraising challenges to office events and community activities.

Below is an overview of how our teams have contributed to organisations addressing important social and environmental challenges.

We would like to thank everyone who took part, donated, volunteered or helped organise an initiative.

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London

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The London office started the year with a £150 donation towards Megan Eccles’ London Landmarks Half Marathon fundraiser, supporting her efforts to raise money for Mental Health UK.

In May, our Charity Committee collaborated with the Wellbeing & Social Committee to host a pub quiz fundraiser. Donations of £75, £125 and £200 were awarded to the top three teams’ chosen UK charities. A further £150 donation was made to Olivia Henry's Royal Parks Half Marathon fundraiser, supporting her efforts to raise money for the British Heart Foundation.

Lastly, Khadija Chaudhary has partnered with Salam Charity and is currently fundraising to help deliver life-changing aid to Syrian and Palestinian refugees in Lebanon. Langham Hall has donated £150 to support her journey to Lebanon to deliver hands-on support.

Looking ahead, the London office will be holding a special wellbeing initiative for National Samaritans Day. Later this year, staff will also be volunteering at a local food bank, helping to organise and pack food boxes.

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Jersey

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The Jersey office has continued its commitment to supporting the local community through a range of charitable initiatives, helping both its chosen charities, Jersey Hospice Care and Dementia Jersey, and several other local organisations. Colleagues have taken part in fundraising events, sporting challenges and community activities.

The year began with eight colleagues taking part in the inaugural Love Hospice 10K in February.

In March, the office proudly sponsored three colleagues who participated in the Hospice 2 Hospice Half Marathon. To support their fundraising efforts, the office hosted a raffle, raising £227 for Jersey Hospice Care. Later that month, Team Langham Crawl took part in the Swimarathon, a community event raising money for local charities. The team completed an impressive 79 laps, covering 3,950m and beating their previous record.

April was another busy month for fundraising and community engagement. The Jersey office sponsored colleague Charlotte as she took part in the London Landmarks Half Marathon in support of Jersey Heart Support Group. A healthy bake sale was also organised, raising £170 towards her fundraising efforts. The office also sponsored the Sandpit Crawl obstacle and entered a team in the True Grit Wetwheels Challenge. The event raised funds for Wetwheels Jersey, a charity providing life-changing access to the sea for people with disabilities.

In May, team members took part in the annual James Keating Football Tournament, an event close to the hearts of many at Langham Hall. An impressive £587 was raised through office fundraising efforts, with all proceeds supporting Autism Jersey.

To round off the first half of the year, colleagues attended two events hosted by the office’s chosen charities, Dementia Jersey's Afternoon Tea and Jersey Hospice Care's Summer Huddle. The Afternoon Tea celebrated Dementia Jersey's achievements over the past year and highlighted the positive impact of its work within the local community. The Summer Huddle brought together supporters for a garden party featuring a raffle and pop-up shop, providing an opportunity to learn more about Jersey Hospice Care's ongoing initiatives.

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Guernsey

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The Guernsey office has taken part in several fundraising initiatives during the year. For Red Nose Day, colleagues supported Comic Relief through a team fundraising activity.

Staff also took part in the 2026 Saffery Rotary Walk, with a relay team and four individual entrants completing the challenge in support of local charities.

The office is delighted to announce Autism Guernsey as its Charity of the Year for 2026. The organisation provides invaluable support to autistic people and their families across Guernsey. Throughout the year, the team will focus on raising both funds and awareness through a series of initiatives.

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Luxembourg

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For International Women’s Day, the Luxembourg office made a donation to Femmes en Détresse, a non-profit organisation supporting women and children facing domestic violence and social distress. The office also hosted a Lunch & Learn panel featuring female leaders from our team, who shared insights on career growth, confidence and resilience.

Staff later organised a “Cooking for Purpose” charity lunch, inviting employees to bring a dish representing their nationality or cultural background. Colleagues joined the lunch by making a contribution, with all proceeds donated to Fondation Cancer Luxembourg. In addition to the amount raised by employees, Langham Hall made a further donation to support the foundation’s work.

The office continues to participate in The Social Goal, an initiative that brings together corporate teams across Europe and Asia to support local NGOs through sport. As part of this programme, the Langham Hall football team competes alongside other organisations in a collaborative environment that promotes teamwork and supports positive social impact.

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Thank you

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To everyone who took part, donated, volunteered or helped organise an initiative during the first half of the year, thank you.

We are proud of the contribution colleagues have made to the communities around them and look forward to continuing this work throughout 2026.

A non-traditional start with a clear opportunity

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Megan’s journey from Trainee to Associate Director at Langham Hall reflects the value of adaptability, continuous development and being given the right opportunities to grow.

Megan joined the firm from a non-traditional background, having previously worked in organising events for professional orchestras across the UK. Moving into financial services was a significant transition and one she approached without fixed expectations. Instead, it was Langham Hall’s clear commitment to training and career progression that stood out. The presence of genuine opportunities for advancement made the role particularly appealing.

That decision has proven to be well-founded. Since joining the Guernsey office in 2020, Megan has become an Associate of the Chartered Governance Institute and has progressed to Associate Director. While her previous experience may appear unrelated, she has found that many of the core skills are highly transferable. Coordinating complex events, managing stakeholders and overseeing multiple moving parts have translated effectively into managing client workstreams and delivering consistent results.

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Adapting to a fast-paced, evolving environment

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One of the most notable aspects of Megan’s early experience at Langham Hall was the pace of change. The business environment is shaped by evolving client requirements, regulatory developments and internal growth, all of which require a high degree of flexibility.

At the outset, this constant change presented a challenge. Over time, however, it has become one of the most engaging elements of the role. In particular, the increasing influence of technology across the industry continues to drive both internal efficiencies and new client opportunities, reinforcing the importance of staying adaptable and forward-thinking.

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Building expertise and developing leadership

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Technical knowledge has been a critical component of Megan’s development, supported by professional qualifications and ongoing learning. However, her progression into a leadership role has also required a strong focus on people management and team development.

Megan places significant importance on understanding how individuals work most effectively, creating clarity around expectations and fostering an environment where team members feel both trusted and empowered to contribute. A key aspect of her leadership approach is encouraging critical thinking. She actively promotes new ideas and improvements to existing processes, recognising that innovation is often driven by those willing to question established practices rather than accept them.

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The importance of support and mentorship

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Support from colleagues and senior leadership has played an important role in Megan’s journey. Through the firm’s mentorship programme, she has benefited from perspectives beyond her immediate team, helping her navigate challenges and develop her approach.

At the same time, senior leaders have supported her progression by striking a balance between autonomy and oversight. This has enabled Megan to take ownership of her responsibilities and build confidence in her decision-making, while maintaining access to guidance when needed.

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Balancing professional and personal commitments

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Like many professionals working towards qualifications, Megan experienced the challenge of balancing study commitments alongside full-time work and personal interests. Managing these competing demands required discipline, organisation and resilience.

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Growing with the business

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During Megan’s time at Langham Hall, the Guernsey office has undergone significant growth, expanding from 20 employees to over 90. This growth has brought changes in scale, structure and infrastructure, including a move to a new office space.

Despite this evolution, the organisation has retained a strong sense of culture and belonging. Maintaining this culture while continuing to grow has been a key factor in supporting employee engagement and long-term development.

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Advice for future trainees

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For new trainees entering the business, Megan emphasises the importance of curiosity and developing a broad understanding of client activity. Taking the time to ask questions and engage with work beyond immediate responsibilities helps to build context, strengthen technical understanding and ultimately improve performance.

Developing this wider perspective enables individuals to contribute more effectively and positions them for future progression within the organisation.

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Redefining success

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As her career has progressed, Megan’s perspective on success has also evolved. While professional achievement remains important, she now places equal value on having the time, resources and headspace to pursue interests outside of work.

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Conclusion

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Megan’s journey from trainee to Associate Director highlights the value of transferable skills, curiosity and the confidence to embrace change. It also reflects something central to Langham Hall’s culture: that long-term careers are built through trust, ownership and sustained investment in people.

A compliance manager’s perspective

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In fund administration, compliance plays a central role in maintaining trust, transparency and long-term success. We sat down with Steven Brouard, Compliance Manager in our Guernsey office, to learn more about what working in the field really involves and why it is such a meaningful career path.

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A role built on precision and trust

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As a manager in a fund administration firm, the role is varied and rarely routine. It sits at the intersection of operations, regulation and client service and requires a strong eye for detail and a proactive mindset.

Compliance is not just about ticking boxes, it is about understanding the purpose behind regulations and making sure the business operates with integrity at every level.

From monitoring regulatory developments to ensuring internal policies are up to date, the role is essential in safeguarding both the firm and its clients.

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What does a typical day look like?

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For Steven, a typical day is a balance between planned responsibilities and responding to the evolving needs of the business.

Much of his time is spent managing scheduled activities such as compliance monitoring and testing, while also responding to queries from colleagues and providing advice and guidance on matters such as complex customer due diligence (CDD) requirements.

Given the varied nature of the role, effective planning and prioritisation are essential. Steven explains that managing expectations and balancing demand are key aspects of the job, ensuring that support is delivered efficiently across the business. Maintaining an approachable and proactive attitude is equally important, helping to foster strong working relationships and encouraging colleagues to seek guidance when needed.

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What the role demands

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When asked about the most valuable skills in a compliance role, Steven refers to what he calls the "three P's": Patience, Pragmatism, and Prudence.

Patience is essential for remaining calm and focused under pressure, particularly when dealing with complex issues or competing priorities. Pragmatism enables compliance professionals to balance risk management with commercial considerations, helping the business achieve its objectives while remaining within regulatory requirements. Prudence, meanwhile, draws on experience and sound judgement to avoid unnecessary risk and support effective decision-making.

Together, these qualities help compliance professionals navigate challenges, provide practical guidance, and contribute positively to the organisation's success.

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Why it matters

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At its core, compliance is about protecting clients, maintaining market confidence and upholding the reputation of the firm.

Steven believes that a strong compliance culture and robust control framework are essential for a highly regulated financial services organisation. These foundations help ensure the business continues to adhere to relevant legislation and regulatory guidance while remaining alert to the ever-present threat of financial crime.

By embedding compliance throughout the organisation, firms can operate with confidence, protect their reputation, and demonstrate their commitment to the highest professional standards. This helps reinforce trust and positions the business as a reliable and dependable partner for its clients.

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Making an impact

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Ultimately, compliance is about more than regulation, it is about accountability.

The work carries real impact, helping to protect clients, support the integrity of the business and uphold industry standards. For those working in the field, that sense of responsibility is part of what makes the role so rewarding.

For many private equity managers, growth creates a paradox. Success brings larger funds, more investors and greater opportunity, but it also exposes the limits of the infrastructure that made that success possible.

Processes that worked well at an earlier stage can begin to strain under the weight of more complex funds, more demanding reporting cycles and greater LP scrutiny. That is the challenge now facing a growing number of mid-market managers.

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A changing fundraising landscape

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Private equity's fundraising market is becoming increasingly polarized. At one end sit the industry's largest platforms: mega-funds that have rebounded strongly, capturing a growing share of available capital and benefiting from scale, brand recognition and long-established investor relationships. At the other are specialist and emerging managers that continue to attract capital through differentiated strategies, deep sector expertise and access to opportunities larger firms struggle to pursue efficiently.

The pressure is felt most acutely in the middle. For many mid-market managers, the challenge is no longer simply generating returns. It is generating sufficient liquidity and distributions to support the next fundraise in a market where investors have become markedly more selective. That is exposing a structural problem: as firms grow, they often reach a point where the operating model that supported their earlier success is no longer sufficient for the next stage of development.

Capital is flowing toward a smaller number of managers. Nearly 46 percent of all capital raised in US private equity in 2025 went to the ten largest funds, up from around 35 percent the previous year.¹ McKinsey's Global Private Markets Report 2026 finds the same pattern globally, with funds above $5 billion taking 35 percent of capital raised, up from 28 percent in 2021.²

A manager that has grown from $250 million to $750 million in assets under management is no longer small enough to run on entrepreneurial energy, spreadsheets and a single overextended CFO. Yet it may not be large enough to absorb the cost of an institutional technology stack, a large internal finance team and an enterprise-grade operating platform. Many firms therefore find themselves caught between two stages of development: too large to operate informally, but too small to operate like the industry's largest institutions. That is the mid-market scale trap.

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Liquidity has made the problem harder

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Data shows exit activity rebounded through 2025, with double-digit growth in exit count for the first time in four years, yet fundraising still recorded its weakest year since 2020. ³ The recovery in dealmaking has not reached capital formation. Distributions remain the currency of the next fundraise. This underlines why secondaries and continuation vehicles have moved from the periphery toward the center of many managers' thinking. These tools can solve liquidity challenges, but they bring operational demands of their own; valuation governance, conflict management and investor reporting all come under greater scrutiny.

For a manager already caught in the middle, that complexity matters. A continuation vehicle, secondary process or extended hold period can create liquidity optionality; however, it also exposes whether the platform can handle greater complexity without delay, reconstruction or excessive manual effort.

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Growth changes what LPs underwrite

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As managers grow, investors expect the organization to mature alongside them. At an earlier stage, LPs may back a strong track record and a tight team; as scale increases, they begin to underwrite the institutional infrastructure itself.

This is now visible in how allocations are made. Private Funds CFO's 2026 research on the future of fund services points to greater scrutiny of back-office functions as part of due diligence, while live fundraising processes suggest the examination now extends beyond the manager itself. LPs are evaluating the business and the service providers around the business before committing capital. Investors are assessing the platform as a whole, not the strategy alone.

In previous cycles, LPs primarily underwrote the manager. Today they are underwriting the platform around the manager. Governance, reporting, operational resilience and the quality of key service providers have all become part of the assessment.

This reflects a broader flight to quality taking place across private markets. Investors are becoming more selective about the managers they back, the assets they own and the partners they work with. In a market where capital remains available but confidence is harder to earn, quality is assessed across the entire ecosystem rather than any single component of it.

One detail in the fundraising data illustrates the consequences. The median time to close for US funds that successfully raised capital in 2025 fell to 12.2 months from 16.7 months the year before.⁴ That is not a sign of an easier market. It is a sign of a more binary one. Funds that LPs have already underwritten, organization included, close relatively quickly. The rest increasingly struggle to reach the finish line.

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The operating model that worked yesterday

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The constraint is rarely capability. Most mid-market managers have strong teams who understand their portfolios, know their investors and work hard to produce accurate information. The challenge is that the demands on the platform often grow faster than the resources surrounding it.

More funds create more reporting cycles. More investors create more bespoke requests. More complex structures create more reconciliation points. Longer holding periods bring greater scrutiny of valuations, liquidity and distributions. Fundraising itself adds another layer of pressure, usually at the moment finance and operations teams are already stretched.

At a certain point, manual effort stops being a sign of commitment and starts becoming a constraint. The platform still functions, but it relies on a small number of people and a disproportionate amount of intervention to keep moving. Information becomes harder to locate, processes become harder to evidence and institutional knowledge becomes concentrated in too few hands.

That is where the scale trap begins. The firm has outgrown the simplicity of its earlier operating model but has not yet built the structure required for its next phase.

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Why this has become a fundraising issue

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LPs are no longer assessing whether a manager has performed. They are increasingly assessing whether that performance can be repeated. That question extends beyond investment strategy into governance, reporting, operational resilience and the ability of the organization to support future growth.

A firm may have a strong track record, a compelling portfolio and a clear investment thesis. Yet if the platform appears stretched, overly dependent on individuals or slow to produce information, investors may hesitate. The concern is rarely that something is wrong today; it is whether the platform can withstand the complexity that comes next.

The answer is not for every mid-market manager to build like a mega-fund. That would be unrealistic and, in many cases, unnecessary. The more useful question is how a growing manager creates leverage. Many firms are doing so by extending their operating platform through specialist partners rather than attempting to build every capability internally. Done well, that approach can provide institutional-grade support without institutional-scale overhead, allowing management teams to remain focused on investing, fundraising and managing portfolios.

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Avoiding the trap

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The firms that navigate this stage successfully tend to recognize the issue before it becomes urgent. They do not wait for operational strain to surface during diligence. Instead, they ask whether the organization is prepared for the next fundraise, the next portfolio and the next level of LP scrutiny.

In practice, that means:

• Clear ownership of data, reporting and decisions
• Reduced reliance on individual memory or key-person workarounds
• Reporting that can be reproduced without reconstruction
• Service providers who understand the structure, not just the task
• An operating model that can absorb complexity without constant manual intervention

None of this requires unnecessary complexity. In many cases, the most effective operating models are disciplined precisely because they are simple. The objective is not to look larger than the organization is; it is to build confidence in its ability to operate consistently as it grows.

For a CEO or managing partner assessing where their firm stands today, three questions are worth considering:

• Is the platform we have today the platform our next fund will require?
• If our most experienced finance professional left tomorrow, what would we struggle to produce?
• When diligence reaches our operating model and the service providers around it, what will it find?

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The next stage of growth

Private equity has always rewarded successful managers, but the definition of success is changing. In a market where capital is concentrated and diligence reaches deep into the operating model, LPs are committing to organizations, not simply funds.

The scale trap is not growth itself. It is assuming that the platform has kept pace with the assets, investors and scrutiny it now carries.

For many mid-market firms, that assumption may determine whether the next fundraise becomes a stepping stone or a stumbling block.

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¹ PitchBook, 2026 US Private Equity Outlook, December 2025

² McKinsey & Company, Global Private Markets Report 2026

³ PitchBook, 2025 Annual US PE Breakdown, January 2026

⁴ PitchBook, 2025 Annual US PE Breakdown, January 2026

Langham Hall has appointed Richard Li as Group Chief Financial Officer.

The appointment reflects Langham Hall's continued investment in the foundations needed to support growth across its international business. As the firm expands across jurisdictions and service lines, Richard will help improve reporting, controls, data quality and systems, ensuring the business remains well positioned for the future.

Richard joins at a time when fund managers and their investors are placing increasing importance on governance, information quality and operational resilience. These have always shaped how Langham Hall works with clients and become even more important as the business expands.

As Group CFO, Richard will oversee budgeting, forecasting and long-term planning, alongside tax, treasury, governance and regulatory relationships. He will also lead the development of the global finance team and use technology to provide clearer insight into the firm's operations.

Richard brings significant finance and operational experience, gained through his roles at Kroll, KPMG and BDO.

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Rob Short, Managing Partner at Langham Hall, said: “As we grow internationally, it is important that we keep investing in the people, systems and discipline that allow us to serve clients well. Richard brings exceptional energy, commercial judgement and finance experience, and I am delighted to welcome him to Langham Hall.”

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Richard Li, Group Chief Financial Officer at Langham Hall, added: “What attracted me to Langham Hall was the combination of ambition, entrepreneurial spirit and a clear commitment to quality, values that strongly resonate with my own. The firm has built an impressive reputation whilst retaining a strong sense of purpose and I am delighted to be joining at such an exciting stage in its development.”

Langham Hall has been named Best Fund Administrator: $50-500bn Assets Under Administration at The Drawdown Awards 2026.

Tom Pinnell, Head of Commercial, Europe, commented: "This award reflects what we set out to do every day. Our partner-led approach, robust controls and open-architecture technology are built around one purpose: giving our clients the certainty and confidence they need to focus on what matters most. We are proud that the industry has recognised that commitment."

The Drawdown Awards celebrate excellence among the advisers and service providers who power European private capital operations and is judged by leading private capital COOs, CFOs and CTOs.

A unit trust feels self-evident at home. Across a border it may not be the structure investors expect to see.

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By Shinobu Miyata, Head of Japan, Langham Hall

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In conversations with Japanese fund managers, one point recurs with striking regularity. The surprise is not that fund structuring is complex. It is that the established Unit Trust may not be the only route available.

For many managers, the Unit Trust is the vehicle encountered first and encountered again. Over time, repetition acquires the appearance of inevitability. What began as one option gradually becomes simply the way things are done.

That is entirely understandable. The Unit Trust has played a central role in Japan's investment market for decades and remains highly effective in the right circumstances.

The issue is not whether the structure is suitable. Rather, long-standing market practice can sometimes obscure alternatives that may be equally valid and, in some cases, better aligned with the expectations of a particular investor base.

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When assumptions meet investors

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One of the more interesting features of international fundraising is that investors rarely approach opportunities from the same starting point. In Japan, many managers naturally think first in terms of Unit Trusts. In the United States, many private market investors think first in terms of Limited Partnerships. Across parts of Europe, investors are often more accustomed to regulated onshore vehicles shaped by local frameworks.

None of these perspectives is inherently right or wrong. They simply reflect the markets in which investors and managers developed their experience. The challenge emerges when assumptions that feel entirely natural in one market are presented to investors in another. That is often the point at which a discussion about strategy becomes a discussion about fund design. Not because investors object to the vehicle itself, but because they view it through a different set of expectations.

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Japan's overlooked advantage

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This is where Japan occupies a particularly interesting position. Whilst Unit Trusts remain deeply embedded in the public markets ecosystem, Limited Partnerships have become increasingly familiar as private assets have expanded.

As a result, Japan increasingly operates with experience of both traditions. That matters because managers raising capital internationally do not always need to persuade investors to accept a less familiar approach. In many cases, they already have access to vehicles that international investors understand well. The opportunity is recognising that alternatives exist.

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Looking beyond convention

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This discussion is not about replacing Unit Trusts with Limited Partnerships, nor about declaring one structure superior to another. The more useful question is whether all available options have been considered before deciding which framework best fits the intended investor base.

In practice, that often means stepping back from the vehicle itself and asking a handful of more fundamental questions:

• Who is the fund intended to attract?

• What level of liquidity will those investors expect?

• How, and over what horizon, will capital be committed?

• Which features will feel familiar to investors, and which will require explanation?

Once those questions have been answered, the choice of structure often becomes clearer.

In an earlier piece, I explored why Japan continues to make extensive use of Unit Trusts and why they remain well suited to many strategies. This article addresses a different question: what happens when managers move beyond the assumption that the established approach is the only route available?

The strongest fund structures are rarely chosen because they are familiar. They are chosen because they align with the strategy, the asset and the investors they are intended to serve. As fundraising becomes increasingly international, that distinction becomes more important.

To discuss fund structuring in Japan, please get in touch.