Today the Government of Jersey announced a number of enhancements to its leading fund structure, the Jersey Private Fund ("JPF"), aimed at further strengthening the competitiveness of this flexible product by enabling it to be opened out to more investors where they meet the definition of professional or eligible investors.

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Why it matters:

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These changes will allow more investment managers to use the JPF, and for those already using the product enable them to raise larger funds, access broader capital pools and improve fund economics – all without losing the speed, flexibility and cost-efficiency that have made the JPF the go-to vehicle for over 750 structures since 2017.

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The key update:

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Effective from 6th August 2025, the enhancements include the removal of the 50-investor cap - JPFs can now have unlimited investors provided they are marketed to a “restricted group”, a 24-hour turnaround for compliant applications, listing of JPF interests and an expanded definition of “professional investor”.

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Existing JPFs will remain subject to the current limit of 50 offers or investors. To benefit from this updated provision, they must apply for a revised COBO consent.

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Built for speed; now built for scale.

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JPFs were introduced to meet demand for fast, flexible vehicles, without the need for full Collective Investment Fund (CIF) regulation. The regime offers:

• Fast-track approval (typically within 24 hours)
• No mandatory audit or offer documents
• Flexible structuring (companies, partnerships, unit trusts)
• National Private Placement Regime (NPPR) access to the EU and UK

This latest change builds on the 2024 refinement to the “investor” definition, which clarified how carry and co-investment vehicles are classified, further removing constraints that limited fund size and participation scope.

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Real-world adoption

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Fund managers and investors have used the JPF across asset classes and strategies:

• Institutional managers: Leveraging JPFs to raise real estate and private equity structures marketing into Europe
• Entrepreneurs and operators: Using JPFs to pool capital into co-investment platforms with bespoke governance and profit-sharing terms
• Family offices: Collaborating through JPFs to invest in private businesses and property ventures under shared terms of control, liquidity and exit.

Langham Hall’s view

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The removal of the investor cap brings the JPF into line with manager driven structuring needs, allowing for both operational efficiency and capital flexibility, without undermining its regulatory integrity. It enhances Jersey’s reputation as a top-tier jurisdiction for sophisticated fund formation.

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Whether you are looking to establish a new fund, restructure an existing one or explore cross-border opportunities under the JPF framework, now is the time to act. Langham Hall can help you capture the benefits of these changes.

For the second instalment of our ‘Spotlight on Langham Hall’ series, we caught up with Owen Smith, a Fund Accountant based in our Guernsey office. In addition to his day-to-day responsibilities, Owen is currently working towards his ACCA qualification.

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Our Fund Accounting programme is designed to launch your career in the funds sector, with a focus on illiquid asset classes, such as private equity and real estate. Designed to provide our employees with the skills and expertise needed to make an impact – both within Langham Hall and across the wider industry.

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Q: What’s the best piece of advice you’ve received in your career so far?

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To consistently challenge myself by stretching my skill set and embracing any potential opportunities for professional and personal growth. I have come to learn that being successful in your career is 80% mindset – maintaining a positive and open attitude to learning is essential to develop new skills and effectively adapt throughout your career.

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Q: What is your professional background?

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With a strong analytical foundation from my Mathematics degree at the University of Exeter, I’ve brought fresh perspective to my nearly three years at Langham Hall Guernsey, I am now halfway through my ACCA qualification, and I have thoroughly enjoyed using my technical skills to increase the efficiency of our accounting processes and continuously enhance operational workflows.

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Q: What is your favourite part about your role?

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My favourite part of my role is the dynamic nature of the work which gives me the ability to see tangible growth every quarter. Knowing that I can spend time to reflect and improve on processes throughout the year boosts my confidence and keeps me engaged in my role. My favourite project involved enhancing our bookkeeping processes by introducing automation into a previously manual workflow. The result has saved the team countless hours and reflects the firm’s commitment to continuous improvement and innovation. Opportunity for innovation has always been a big driving force in my career and is a big focus for me going forward.

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Q: What advice would you give someone starting their career in the Private Funds sector?

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In such a complex and rapidly evolving industry, the best piece of advice I can give is to stay proactive in seeking diverse experiences. Getting exposure to different areas of the sector is key to building a comprehensive skill set that allows for greater adaptability. All the clients I have worked with over the past couple of years have had diverse needs and operating model and it has given me a wealth of knowledge that is extremely valuable in my career.

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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.