In an increasingly sophisticated fund environment, institutional LPs have become more selective, often constrained by allocation limits or prioritising established managers. This has resulted in more first-time managers turning to deal-by-deal execution as a practical entry point into private markets. While the independent sponsor model is already well established in the US, it is now becoming more commonplace in the UK and Europe. There are an increasing number of LPs who are specifically looking to invest with independent sponsors as result of this trend.

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Against this backdrop, managers are seeking structures that combine flexibility, speed and robust investor protection. The Guernsey Protected Cell Company (PCC) offers a pragmatic solution, particularly for those executing strategies on a deal-by-deal basis or managing multiple investor cohorts under one platform.

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At Langham Hall, we have worked with managers across private equity, real estate and debt who are using PCCs to reduce cost and accelerate execution. Whilst most commonly adopted by UK and European sponsors, we are also seeing interest from US managers evaluating Guernsey as an alternative to Luxembourg for European deployment.

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What makes the Guernsey Protected Cell Company so attractive?

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A PCC is a single legal entity with segregated cells, each capable of holding distinct assets and liabilities. First implemented in Guernsey in 1997, the structure allows each cell to operate as a siloed investment vehicle, while the PCC as a whole benefits from a streamlined governance framework. For managers running multiple deals or strategies, this provides an ideal combination of efficiency and risk mitigation.

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Key benefits of the Guernsey Protected Cell Company

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1. Deal-by-deal flexibility with segregated liability – One of the most compelling features of the PCC is its ability to ring-fence assets and liabilities within individual cells. For private equity or real estate managers launching multiple transactions, this means investors can participate in specific deals without exposure to unrelated assets. If one cell faces difficulties, creditors have no recourse to other cells which provides crucial protection to investors. Additionally, it offers tailored investor access as different cells can be created for different investor groups or jurisdictions, allowing for bespoke offerings within a single legal entity.

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2. Cost and operational efficiencies – Setting up a standalone vehicle or structure for each transaction can be administratively burdensome and costly. A PCC can eliminate much of this overhead:

• ‍Single legal entity: Only one incorporation is needed, reducing legal and setup costs.‍
• Shared infrastructure: Fund administration, directors, and service providers can be appointed at the PCC level, driving economies of scale.‍
• Faster execution: Adding a new cell is quicker and simpler than establishing a new company, allowing managers to move swiftly on opportunities. Cells are established by resolution of the board of directors and no public filings are necessary.‍
• Structuring flexibility: Recent changes to the Companies Law mean non-cellular companies can be merged into a PCC (by creating a new cell) and existing cells can spin out of a PCC to become their own stand-alone company. Additionally, a PCC can be audited on a cell-by-cell basis permitting costs savings where an audit is not necessary on individual cells.

At Langham Hall, we’ve seen managers significantly reduce both setup timelines and ongoing operational costs by leveraging PCC structures.

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3. Regulatory advantages – Guernsey’s robust yet pragmatic regulatory framework makes the PCC an ideal choice. Key advantages include:

• ‍Pragmatic regulation: PCCs can be regulated as Private Investment Funds (PIF), including open-ended and closed-ended funds. Fund managers can launch new strategies or asset classes within a PCC by simply creating new cells i.e. without forming a new legal entity. Regulatory approvals for new cells can be achieved in as little as 24 hours.‍
• Distribution: Regulated PCCs can be marketed to international investors, including in UK/EU, via national private placement regimes which require only partial adherence to provisions of AIFMD – resulting in lower running costs and, consequently, higher investor returns.‍
• Alignment with international standards: Guernsey is a well-respected jurisdiction, recognised by the EU, UK, and key global regulators, ensuring investor confidence.‍
• Tax neutrality: The PCC’s tax-neutral status allows for efficient structuring, particularly for cross-border investments.‍

4. Investor-friendly structuring – Investors increasingly appreciate the transparency and simplicity of the PCC model. Each cell can have bespoke terms (e.g., fee structures, investment horizons), while still operating under a single umbrella. This makes it easier for managers to cater to different investor preferences and requirements without creating unnecessary complexity.

Real world applications of the Guernsey PCC

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From private equity to real estate and debt strategies, the PCC offers a flexible, risk-segregated platform for managers executing diverse investment theses. For example:

• Private equity and venture capital: A manager can launch multiple acquisition vehicles within one PCC, with each cell representing a distinct portfolio company.
• Real estate: Asset-specific cells allow for targeted investment in properties, with no cross-contamination between holdings.
• Debt funds: Managers can segregate different loan portfolios, mitigating risk while maintaining operational simplicity.

US fund managers considering European or offshore fund structures often weigh options between Guernsey and EU jurisdictions like Luxembourg. A Guernsey PCC structure under the PIF regime is an appealing option for managers to utilise as part of their European structuring as it offers a more cost effective and faster alternative to EU-based structures.

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The Guernsey PCC is more than just a structuring tool, it’s a strategic enabler for asset managers who value speed, cost efficiency, and investor protection.

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Andrew Tually, Partner, Carey Olsen (Guernsey) LLP said: “The Guernsey PCC is an incredibly popular option for sponsors looking to efficiently raise and deploy capital across a range of different scenarios, whether as a regulated fund platform or for unregulated “deal-by-deal” investing. The ring-fencing of assets and liabilities between the cells is protected by law, offering a rare combination of legal certainty and commercial flexibility.”

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For private equity, venture capital, real estate and debt managers, considering a deal-by-deal approach, the PCC offers a compelling blend of flexibility, security and operational ease, all within a well-regulated and reputable jurisdiction.

Following a packed week at SuperReturn International 2025, several defining themes emerged – each offering a lens into how private markets are adapting to ongoing uncertainty and shifting investor expectations.

From conversations across the event, four clear trends stood out:

• AI and technology adoption accelerates
  Artificial Intelligence is becoming deeply embedded in the private equity lifecycle, from deal origination to portfolio oversight, enhancing data-driven decision-making and operational efficiency across the board.
• Innovative deal structures gain traction
  Continuation vehicles and NAV-based financing are gaining prominence as fund managers seek more flexible tools to manage liquidity and extend value creation in a constrained exit environment.
• Retail capital broadens market access
  The rise of digital platforms is enabling greater participation from non-institutional investors, signalling a shift toward more inclusive capital formation across private markets.
• Sustainability and ESG take centre stage
  ESG is now integral to investment strategy. With regulatory frameworks continuing to evolve, managers are aligning portfolios with long-term sustainability goals and increasing investor scrutiny.

These trends point to a private capital market that is both resilient and adaptable: focused on long-term value, operational clarity and innovation.

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At Langham Hall, we remain focused on helping clients navigate these developments with confidence, providing the infrastructure, insight and support needed to scale strategically.

After a week of discussions at the INREV North America conference and meetings across New York, one message came through clearly: the market is scanning the horizon for certainty amid a still-shifting environment.

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From tentative fundraising to evolving allocation strategies, both managers and investors are reassessing their next moves. While there is cautious optimism that greater stability may return later in 2025, macroeconomic pressures continue to weigh on decision-making across the private capital landscape.

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Key takeaways:

• Transactions remain constrained
  Delayed capital distributions and slower asset disposals continue to limit market activity. In response, managers are exploring adjacent verticals in pursuit of more reliable returns.
• Fundraising is tentative
  Although many managers are preparing to re-enter the market in late 2025, many expect momentum to remain slow. Some GPs are closely monitoring whether real estate may lose share to infrastructure, particularly as European defence and energy themes gain traction.
• Geographic allocations are under scrutiny
  GPs are concerned that investors may be cautious about increasing their US exposure in the near term. Albeit, with the US already forming a very significant component of many LPs portfolios, that is not expected to be a permanent shift.
• Scale continues to dominate
  The US remains the structural powerhouse of global private capital, with unmatched depth, deal flow and manager concentration. This continues to shape sentiment and strategy across markets.

Whether today’s caution signals a brief pause or a longer recalibration remains to be seen. But amid macro uncertainty, one constant remains: the long-term nature of illiquid assets continues to offer resilience and the potential for recovery.

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Langham Hall remains committed to supporting managers and investors with clarity, insight and operational confidence as the cycle evolves.

On 28 May 2025, our Head of Japan, Shinobu Miyata, joined a panel of senior voices from across Japan’s fund ecosystem at the S&P Global Market Intelligence annual forum in Tokyo.

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The session, “Towards a new era of directly confronting domestic private asset investments”, discussed how local and global dynamics are reshaping the market.

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Here are three of the shifts discussed on the ground:

1. ‍Japan’s private asset market is expanding; and global investors are watching: Despite a 60% drop in venture capital fundraising between 2023 and 2024, Japan’s broader private assets sector is growing steadily. Fund sizes are increasing, fuelled by domestic momentum and rising overseas interest. At the same time, retail mutual funds are evolving: offering access to unlisted equity and international private equity Fund of Fund structures.
2. ‍Global shifts are influencing capital flows, but the picture is complex: Rising interest rates in the US and continued geopolitical uncertainty are prompting caution among global allocators. While talk of capital rotating from China into Japan and India persists, actual movements have been measured. Western markets still dominate allocations, partly due to perceptions of greater access to information and expertise.‍
3. Domestic dynamics are shifting: Although IPO activity has increased, some companies are opting to return to private ownership shortly after listing. Valuation is also becoming more complex, as minority stakes and venture investment structures create new challenges for fund managers and advisors.

Conclusion

The Japanese private asset landscape is entering a new phase: one shaped by shifting investor behaviour, evolving fund structures and accelerating operational expectations. As regulation, valuation and technology continue to evolve, fund managers must navigate increasing complexity while remaining competitive on a global stage.

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Langham Hall is proud to support clients across Asia as they adapt to this change and we thank S&P Global Market Intelligence for the opportunity to be part of such a timely discussion.

Langham Hall is pleased to have supported Terminus Capital Partners on the successful close of its debut private equity fund, Terminus Capital Partners I, which closed at its hard cap of $250 million. The fund attracted a high-quality investor base comprising endowments, funds of funds and institutional wealth managers, and was raised in under three months.

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Founded in 2017 and based in Atlanta, Terminus Capital Partners focuses on majority investments in North American B2B software businesses, targeting companies with revenues above $10 million. The firm’s differentiated approach combines sector expertise, operational value creation and a disciplined buy-and-build strategy.

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Langham Hall provided comprehensive fund administration and structuring support, establishing the infrastructure and investor confidence essential for a successful fund launch.

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We congratulate the Terminus team on this milestone and are proud to support their continued growth.

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‍Alex Western, Founder of Terminus Capital Partners said: “We are so thankful for Langham’s help and support. As a been-there, done-that firm, they helped us set up the fund administration our blue-chip investors need and deserve. But also, as a service-oriented firm, we weren’t treated ‘like a number’, and their trusted counsel and advice is what we need to thrive as a first-time fund.”

Guernsey’s updated Private Investment Fund (PIF) regime came into force on 19 May 2025, streamlining the path to fund launch, especially for first-time and emerging managers. With reduced complexity, no audit requirement and authorisation possible in as little as one business day, it marks a major shift in fund structuring flexibility.

At Langham Hall, we have helped managers launch PIFs in Guernsey since the regime began. Here is what has changed and how we can help you take advantage.

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What has changed under the new regime

• No cap on investor numbers (previously capped at 50)
• No requirement to appoint a Guernsey-based manager
• No audit requirement (unless otherwise specified)
• Fast-track authorisation in one business day

The updated framework also consolidates previous PIF routes into two:

• Qualifying PIFs (QPIFs)
• Family PIFs

All funds must still be offered to qualifying investors as defined by the Guernsey Financial Services Commission.

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Why this matters for emerging managers

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For new managers, early-stage funds or specialist strategies, the previous hurdles – cost, time and regulatory complexity – often created a high bar for entry.

Now, the regime offers a faster and more flexible route, especially suited to:

• Proof-of-concept or friends-and-family funds
• Specialist or niche strategies
• Managers looking for cost efficiency without cutting corners

It is a shift that aligns with the needs of modern fund manager, especially those with institutional ambitions down the line.

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How Langham Hall supports PIF launches

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With over 70 professionals based in Guernsey and long-standing relationships with the regulator, we help managers move from idea to authorised fund smoothly and with confidence.

We provide:

• Structuring guidance and regulatory liaison
• Investor onboarding and fund setup
• Ongoing reporting and governance frameworks
• A setup built for scale, not just launch

From first conversation to live fund, we stay close and hands-on, because the early decisions matter.

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Make the most of the opportunity

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The updated PIF regime reinforces Guernsey’s status as one of Europe’s most manager-friendly fund jurisdictions. If you are considering your first fund or simply want a faster route to market, Langham Hall is ready to help. Get in touch with our Guernsey team.

Langham Hall and Carey Olsen have advised PX3 Partners (“PX3”), the London-headquartered private equity firm, on the final close of its inaugural fund, PX3 Partners Fund I (“Fund I”), at its €500 million hard cap. The close brings PX3’s total assets under management to €1.1 billion.

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Fund I attracted a broad and diverse group of institutional investors from across North America, Europe, the Middle East and Asia-Pacific. These included asset managers, endowment and foundations, global family offices, insurance companies and pension funds, as well as prominent business founders and executives.

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The Fund has already invested in three globally leading businesses: Com Laude, a global domain and brand protection specialist; Cofimco, the world’s leading manufacturer of extruded aluminium fans; and Cleanova, a leading provider of industrial filtration systems.

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The Carey Olsen corporate team acting as Guernsey legal counsel to PX3 was led by partner David Crosland, and supported by senior associates Tracey Powell and Oliver Orton.

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The Langham Hall team, led by partner Jon Young, provided full fund administration services, including regulatory and compliance support, investor onboarding and ongoing operational oversight.

‍Jon Young, Head of Guernsey and Partner at Langham Hall said: “Congratulations to the whole team at PX3. This is an outstanding first-time fundraise, already underpinned by three high-quality investments. We are proud to be part of their journey and look forward to continuing our partnership as the fund evolves.”

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David Crosland, Partner at Carey Olsen said: “We were delighted to have supported PX3 Partners on their high-profile debut fund and successful first acquisitions. The momentum they have developed in such a short space of time has been truly impressive. Guernsey has once again proven itself as the ideal base for high-calibre fund managers to raise capital from international investors and we look forward to supporting PX3’s future investment activity.”

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A pan-European private equity firm founded in 2021, PX3 targets companies operating within the business services, consumer and leisure, and industrials sectors with strong business fundamentals and the potential to lead their sectors globally.

Recent market turbulence, including tariff-related uncertainty and continued volatility, has sharpened US fund managers’ focus on Europe. This piece explores the strategic shifts in European fundraising, highlighting the role of Luxembourg and how managers are preparing for the next phase.

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Steady trends in a turbulent world

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Since around 2020, we have seen a clear increase in US GPs exploring European fundraising. Following the pandemic-era disruption, many managers doubled down on strategic planning, strengthened their internal teams and turned their attention to under-allocated European LPs.

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We’ve also seen a parallel rise in activity among managers from other key fund markets, Canada and Singapore in particular, many of whom increasingly view Europe not just as a market of interest, but as a core part of their long-term fundraising strategy.

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This shift has been driven by the underlying strength of the private equity market. Many of the managers we work with, particularly top performers, have seen successive fund growth, with increases of more than 50% in commitments not unusual. Their expansion into Europe reflects this success, not stress. Fundraising in the region is increasingly a logical next step for scaled, well-positioned managers seeking to diversify their LP base and deepen institutional access.

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Today, against a backdrop of elevated uncertainty, we see a similar pattern unfolding. Managers are pausing, reassessing and preparing for the next phase of growth. They are not waiting passively; they are laying the foundations – refining strategies, developing Europe-compatible products and setting the stage for when the floodgates reopen.

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The number of non-EU funds we service raising capital by National Private Placement Regimes (NPPR), one key route into Europe, has risen by 250% since 2020, with total AUM increasing from €123 billion to €499 billion¹.

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Europe, with its stable environment and deep institutional capital pool, offers an increasingly attractive opportunity.

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Strategic Shifts

Historically, North American managers often admitted European LPs via reverse solicitation – a light-touch, opportunistic route. This trend is now evolving.

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Over the past five years, we have observed a steady shift:

• First step: reverse solicitation or minimal NPPR registrations
• Next step: more deliberate NPPR marketing in select jurisdictions, such as the UK, Netherlands and Luxembourg
• Intermediate step: more complex NPPR registrations requiring depositary oversight, notably in Denmark and Germany
• Longer-term move: establishing an EU-domiciled vehicle, typically in Luxembourg, to achieve broader, pan-European access.

Whilst NPPR remains the dominant route, particularly for mid-market managers, interest in EU structures such as Luxembourg funds is clearly gaining momentum.

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It is important to emphasise: most US managers are still at earlier stages of this journey. Luxembourg is a powerful option, but not an immediate necessity for everyone. It becomes relevant as a manager’s European LP base grows, typically crossing a threshold of 15–20% of commitments.

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Luxembourg: growing importance for a long-term play

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Luxembourg has emerged as the default choice for US GPs establishing an EU-domiciled presence. The rationale is clear: pan-European access, operational familiarity for LPs and long-term fundraising flexibility.

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Yet moving to Luxembourg is rarely a first step:

• Today, approximately 15% of North American GPs with over $1 billion in AUM who raise capital in Europe do so via a Luxembourg structure.
• Adoption typically increases as European capital becomes more material across fundraising cycles, with managers returning to the region fund after fund and building deeper LP relationships.
• Looking ahead, we expect the proportion of managers using Luxembourg to rise significantly, but as part of a multi-cycle, evolutionary trend, not an overnight shift.

For many managers, initial European structures set the foundation for broader use, not just for flagship private equity funds, but also for credit, real assets and other strategies.

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Of the top 20 global private equity funds raised since 2022, 12 have used Luxembourg-domiciled vehicles – many for the first time. Among this group, those using a Luxembourg parallel structure for the first time saw a median fund size increase of 36%, compared with 19% for those who did not². This is not causation, but it reinforces a simple truth: European investors increasingly back managers who make access simple, familiar and operationally robust.

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For many managers, success with an initial Luxembourg structure sets the stage for larger, more ambitious fundraising. Once they meet their minimum fundraising threshold and build a track record, they often return with a materially larger second fund. This follow-on raise tends to benefit from stronger LP recognition and smoother execution, reinforcing the long-term value of engaging early and incrementally.

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At Langham Hall, we help managers navigate this timeline thoughtfully, ensuring that each strategic step, from NPPR to depositary appointment to full EU structuring, is commercially justified, operationally ready and future-proofed.

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Preparing for periods of uncertainty

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If the past five-plus years are a guide, uncertainty prompts not paralysis but preparation.

Periods of volatility typically see managers:

• Pausing momentarily to reassess strategies
• Planning carefully to align with new market realities
• Acting decisively when conditions stabilise.

During the pandemic, we observed that managers who used periods of uncertainty to refine their internal capabilities, deepen investor engagement and position themselves internationally emerged stronger and more competitive.

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Today, we see a similar dynamic at play. Managers are actively preparing: strengthening investor networks, understanding EU marketing regulations and exploring operational readiness for European fundraising.

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Short-term hesitation is natural, but the long-term strategic imperative – to diversify capital sources and build resilient, globally aligned businesses – remains unchanged.

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One particularly effective early step is engaging in hosted pre-marketing. This allows managers to gauge appetite from EU investors before committing to a full regulatory pathway, providing a valuable line of sight into whether NPPR or a Luxembourg-domiciled structure will be the most effective route.

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The road ahead

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In an environment where uncertainty has a significant impact, Europe offers US managers an additional stable and strategic source of capital.

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The journey is not linear. For many, it will involve reverse solicitation, then NPPR registrations and depositary arrangements, and only over time – as European capital grows in importance – the transition to Luxembourg structures.

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However a manager chooses to navigate it, the opportunity is substantial. Thoughtful, early engagement with European investors today lays the foundation for scalable, resilient growth tomorrow.

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At Langham Hall, we bring clarity to complexity. We have supported more than 200 non-EU managers across private equity, credit and infrastructure on their European fundraising journeys. We offer practical insights into how the market is evolving and provide strategic guidance tailored to your needs. Our services help managers move confidently – not just into Europe, but into the future.

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_{1 According to Langham Hall’s own regulatory filing data (annex IV): 2019-2024.2 According to our analysis of the CSSF register of AIFs}

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In our new blog series ‘Spotlight on Langham Hall’, we are celebrating different team members from across our global offices who help shape Langham Hall’s culture and growth. Through their unique backgrounds, experiences and contributions, they drive successful client outcomes and make our business better every day.

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At Langham Hall we recognise that varied perspectives are crucial for innovation, creativity and growth and that diverse workforces which embrace and encourage each other’s differences are essential.

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First up is Nick Ware, a Manager in our UK Depositary team, who’s been with us for over four years and is taking his next exciting step by relocating to our New York office as we expand our US presence.

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Nick Ware: Supporting US growth from the inside out

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Q: What is the best piece of advice you have received in your career so far?

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To always put your hand up and show initiative. Making an effort goes a long way, both internally and with clients and that you learn so much more when you constantly take on new tasks.

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Q: What has been your favourite experience at Langham Hall so far?

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The focus on client interaction drew me to the firm initially and has remained my favourite part of working here. The focus on in person interaction has helped build skills I will carry throughout my career and build stronger relationships with clients. Plus, it has given me the opportunity to visit some very tall buildings with incredible views in cities around the world…for free!

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Q: What are your plans for the year ahead?

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As a result of the expansion in North America fund marketing to European investors, our London Depositary team now services a large client base in the US. To build on this, we felt that the time was right to place someone permanently in our New York office focussed on European marketing support, and I was lucky enough to get the call. I will be relocating to our New York office later this year, which will allow me to be physically closer to our existing client base in the US as well as to develop new relationships with GPs and advisors. It’s a great opportunity for both the business and me, and I’m really looking forward to getting started.

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Q: What do you like to do as a hobby/in your free time?

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My free time is mostly taken up by playing or watching sport. Football was and is still my first love, and any chance I get to play I will. Captaining the Langham Hall London team to a 7-a-side league victory was something I won’t forget in a hurry – I am hoping that someone will take on the mantle of running the team going forward!

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Q: What is your professional background?

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I joined Langham Hall straight out of university, fully immersing myself in the hand-on apprenticeship experience the firm offers. When I started in the UK Depositary team four years ago there were only 10 of us – now the team is nearly 30 strong. It has been rewarding to grow with the team, experience the many different roles and facets of Depositary, and gain insight into the inner workings of the business. I try to apply everything I have learnt throughout my career to inform senior decision making.