ランガムホールは、世界各地のオフィスで若手人材の採用と育成に力を入れています。インターンシップでは、責任ある実務を担い、顧客と接する機会を得ながら、経験豊富な社員から直接学ぶことができます。こうした経験は、ファンド業界に限らず、今後のキャリアの土台となります。

エディンバラ大学で工学を専攻する藤原和香さんは、この夏、東京オフィスの事業開発チームにインターンとして加わり、専修大学の学生インターンとともに業務に取り組みました。

日本責任者の宮田忍は、次のように話します。「藤原さんにとってファンド業界は初めてでしたが、事業開発の仕事に貢献できるよう、熱心に知識を身につけていました。」東京オフィスでの日々や周囲のサポート、初めて触れたファンド・アドミニストレーションの仕事について、藤原さんに聞きました。

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東京オフィスでの一日

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一日は、宮田さんとその日の優先事項を確認する短い打ち合わせから始まりました。最初の2週間は、日々の基本的な業務を通じて業界への理解を深めることに重点を置きました。その後は、専修大学から参加したインターンと協力しながら、イベントの企画や日程調整、広報資料の作成などにも携わりました。

顧客と接する機会も、早い段階からありました。毎週の顧客との打ち合わせに参加することで、業務がどのように進むのか、またランガムホールが支援するファンド運用会社がどのような課題を重視しているのかを、直接知ることができました。

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日々の業務を通じた指導とサポート

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藤原さんが特に驚いたのは、インターンの指導に力を入れていたことでした。「金融サービスの会社が、インターンの段階から将来を担う人材の育成にこれほど力を注いでいるとは思っていませんでした。高い水準が求められる業界で、どのような指導を受けられるのか、そのイメージが変わりました。」

その姿勢は、初日からチームの一員として迎えられたことにも表れていました。「宮田さんは、ささいな質問にもいつも快く答えてくれました。一人で何時間も悩む前に直接聞くことができたので、仕事も覚えやすかったです。若い人にも貢献する機会を与えることを大切にしていて、事業を成長させるうえで、私たちの意見も歓迎してくれました。」

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工学と金融のつながり

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環境関連のインフラから航空分野まで、実物資産への投資について調べたことは、自分の専攻を新たな視点で捉えるきっかけにもなりました。

「先端的な技術を用いるプロジェクトは、機関投資家の資金に支えられています。国境を越えた再生可能エネルギー事業や最新鋭の航空機など、実物資産への投資について知るなかで、技術革新には、それを支えるしっかりとした資金面の仕組みが必要だと分かりました。ファンドの管理実務を学ぶことで、大規模なプロジェクトを支えるさまざまな仕組みへの理解も深まりました。」

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これから応募する方へ

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ランガムホールでのインターンシップを検討している学生に向けて、藤原さんは、なじみのない分野だからといって選択肢から外さないでほしいと話します。

「ファンド・アドミニストレーションという仕事を聞いたことがなく、進路として考えたこともない学生がほとんどだと思います。だからこそ、知ってみる価値があります。実際の仕事を通じて、それまで知らなかった業界に深く触れることができ、金融業界で働くことへの視野が大きく広がります。」

宮田も、藤原さんの好奇心が印象に残ったといいます。「藤原さんが次々に仕事を覚え、私たちの事業に強い関心を持ってくれたことを、うれしく思います。こうした好奇心を、これから加わる若い方々にも期待しています。」

Langham Hall is pleased to announce that it has supported Northcote Equity in the successful first and final close of its second fund, Northcote Fund II LP (“Fund II”), at its hard cap of £250 million. The close comes less than two years after Northcote Equity's debut fund, Northcote Fund I, reached its hard cap of £160 million.

As with its first fund, Fund II will invest in founder-owned businesses in the lower mid-market across the UK and Ireland, with a focus on the technology and business services sectors. The fund will target equity investments of between £10 million and £40 million per transaction, taking both majority and minority positions.

Founded in 2025 by Matthew Charman, Scott Fairlie and Charles Dale, Northcote Equity brings together a team with a decade of shared experience. Fund II has attracted capital from leading institutional investors, including university endowments and family offices across the US and Europe.  Alongside a handful of new LPs, Fund I investors have committed more than 100% of their Fund I capital to Fund II, reflecting their confidence in Northcote’s progress.

Langham Hall has supported Northcote Equity since launch and continues to provide fund administration and accounting services from its Guernsey office, together with appointed representative services from its London office.

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Bronwyn Alexander, Client Director at Langham Hall, said: "Closing a second fund to support a high-quality and active pipeline less than two years after a successful maiden fundraise is a remarkable achievement. We are delighted to have supported Northcote Equity across both Fund I and Fund II, and we look forward to continuing the partnership as the firm builds on these two successful closes."

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Matthew Charman, Co-Founder at Northcote Equity, said: "Reaching a first and final close of Fund II with both existing and new investors is a strong endorsement of our strategy and our team. Langham Hall has been a trusted partner since our launch and their support across both funds has allowed us to focus on what matters most, backing exceptional founder-owned businesses across the UK and Ireland."

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Northcote was also advised by Acanthus Capital, Ashurst Perkins Coie and Carey Olsen.

Langham Hall continues to support many high-profile spinouts, including PX3, bd-capital, Hypha, Atlas Health, Clipway and Goldenpeak.

Meet some of the experienced practitioners bringing specialist knowledge, judgment and direct client support to Langham Hall's US business.

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Staying close to the work

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At industry events, Joe Watson is often taken for a business development professional. His answer is straightforward.

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“I take that as a compliment. I'm close to the work itself, which is why I can still speak to the issues clients, fund counsel and other industry professionals are actually working through.”

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The questions he is asked at those events are the same ones clients bring to the team once the work begins: how structure and strategy determine a fund's basis of accounting, how certain LPA provisions translate into the underlying calculations, or how other managers have approached something similar.

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Watson, a Director in the US team, began his career in real estate audit before moving client-side into financial reporting at a fund manager. That experience eventually led him into fund administration, where he is able to work across multiple clients year-round rather than within a set engagement period. Each of those vantage points is useful in a different way, but his audit background is one clients regularly draw on.

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"Staying close to the work is what lets us add real value, not just for our clients but for the industry professionals we work with as well."

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Working through the accounting questions

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Clients can be wary of an audit, but Watson's experience means he understands what the auditor is trying to establish. “An auditor's objective isn't to find fault; it's to gather sufficient evidence that the numbers comply with the relevant standards and reach an opinion from there.” Knowing how to work through those issues changes the nature of the conversation.

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Several senior members of the US team have audit backgrounds, which makes them well suited to work through what the basis of accounting should be, which valuation methods are available and where the legal provisions and accounting treatment leave room for interpretation.

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“The value is often in helping our clients connect the accounting, the audit process and the fund documents, and explain how those pieces work together in practice.”

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That same dynamic shows up in the waterfall training Watson leads for lawyers in the industry. Fund counsel draft the provisions but do not always see how they resolve mathematically, while the accountants applying them do not always interpret the drafting the same way. Working through real examples together helps to close that gap before the language is finalized.

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Drawing on more than one client

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Fund managers who have not used an administrator before often ask Watson a version of the same question: “What do you do for your other clients?” It is a fair question, particularly for a manager whose finance team has a narrower frame of reference.

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“A single finance team only knows what it's experienced directly. We've experienced it across the full spectrum of clients and structures we serve.”

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When a client raises a question, Watson and the team can bring it to the broader management group, where several colleagues may have encountered a similar issue across another fund, structure or client situation. In some cases, that perspective points to a clear response; in other cases, the team will work through the facts together before going back to the client.

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The responses come back from professionals running diverse funds and structures. As a result, the client benefits from the accumulated expertise of a wider group rather than relying on the knowledge of a single individual.

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Answering in real time

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Allen Feng, also a Director in the US team, has worked in fund administration since 2013. For him, knowledge is only valuable to a client if it is available when the question arises.

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With the US team based in New York and Philadelphia, client questions can be addressed seamlessly throughout the working day, without delays that can come from multiple time zones or layers of handoffs.

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“We operate as a true extension of a client's organization rather than a third-party entity. We service them with real-time experience and insight.”

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This responsiveness matters most when an investor request is urgent. If an LP requests inception-to-date capital activity that the fund manager cannot readily extract, the answer has to come from the administrator quickly enough to be useful.

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Advanced systems expand what can be produced on demand. Understanding what the investor is actually asking for still relies on the expertise of the people reviewing the request.

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Taking ownership of the problem

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For Jeff Kendall, a Manager in the US team, the test comes when a client request falls outside standard reporting requirements.

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A recent engagement brought this to life. A real estate client preparing to launch a new fund needed tailored performance metrics that went beyond its standard reporting, on a compressed timetable. The team worked through the underlying data, aligned on the methodology and delivered a refined set of metrics the client could use with confidence in its investor marketing materials.

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Looking ahead to the next decade, Kendall expects fund managers to ask for more than operational delivery.

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“Clients will increasingly prioritize scalability, transparency and strategic partnership.”

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Data integrity will sit closer to the center of the client experience, alongside informed guidance on system selection and data architecture.

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Those capabilities will matter even more over the next ten years than they did over the last. They should extend what experienced people can do, rather than put greater distance between them and the client.

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The person a manager meets at an industry event is the person who reads the LPA afterward.

ファンドのウォーターフォールは、一見すると計算の問題に見えます。しかし、計算はむしろ最後の工程です。数字を当てはめる前に、運用成果をいつ認識するのか、GPがどの段階から利益配分に参加するのか、そして投資の成功によって生まれた利益をGPとLPの間でどのように分配するのかという判断が既になされています。

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ランガムホールの日本責任者である宮田 忍がウォーターフォールに関心を持つのは、まさにこの点です。その仕組みは数学的ですが、成り立ちはそうではありません。現在、プライベート市場で用いられているさまざまな構造は、運用者と、その運用者に資金を託す投資家との間で積み重ねられてきた交渉の結果です。

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このように考えると、ウォーターフォールは単なる分配計算の方法ではありません。異なる立場にあるGPとLPの利害を、市場がどのように調整してきたかを示す記録でもあります。

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計算の前にある判断

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ウォーターフォールを設計する際の代表的な論点の一つに、ディール・バイ・ディール方式とホールファンド方式のどちらを採用するかという問題があります。

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例えば、10件の投資を行うファンドがあり、そのうち5件が非常に高い成果を上げ、残る5件では損失が生じたとします。ディール・バイ・ディール方式では、ポートフォリオ内の残りの投資が回収される前に、成功した案件から生じた利益についてGPにキャリード・インタレストが分配される場合があります。

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GPの立場からすれば、既に価値を生み出している以上、その成果は認識されるべきだという考え方には合理性があります。一方、LPから見れば、その利益がファンド内の別の投資で生じる損失によって相殺された場合にどうなるのかという疑問が生じます。どちらの考え方にも相応の理由があり、運用成果を捉える出発点が異なるのです。

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ホールファンド方式では、ファンド全体のリターンを評価します。一般に、投資家が拠出済み元本の返還と優先リターンの支払いを受けた後に、キャリード・インタレストが支払われます。また、この二つの立場の隔たりを調整するため、調整型のディール・バイ・ディール方式や、両者を組み合わせた仕組みも生まれてきました。

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宮田がウォーターフォールを単なる「利益配分の計算式」ではなく、「インセンティブを設計する仕組み」と捉えるのは、このためです。

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雛形LPAは答えではない

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現在ではファンド契約に当然のように盛り込まれている多くの条項にも、同じような歴史があります。

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キャリード・インタレスト、ハードルレート、キャッチアップ、そしてディール・バイ・ディール方式とホールファンド方式の選択は、いずれも確立された市場慣行に見えるかもしれません。しかし、これらが現在の形になったのは偶然ではありません。そこには、経済条件やインセンティブ、公平性をめぐって、GPとLPの間で重ねられてきた議論があります。

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この点は、LPAの雛形が「正解」として扱われることもある日本において、特に重要です。宮田はこう述べています。「雛形LPAは答えではありません。過去のGPとLPが、何十年もかけて積み上げた交渉結果です。」

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一般的な条項を見れば、市場実務が現在どこに落ち着いているかは分かります。しかし、その条項が特定のファンドにも適切である理由まで、自動的に説明してくれるわけではありません。

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本当に検討すべきなのは、その条項がどのような問題を解決するために設けられたのか、誰の利益を守るのか、どのような行動を促すのか、そしてその考え方が当該ファンドの投資戦略や投資家に適しているのかという点です。

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ハードルレートの根拠を考える

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プライベート市場では、8％というハードルレートが広く見られます。宮田がまず考えるのは、「なぜ8％なのか」ということです。

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市場慣行だからという説明もできますが、それだけでは、その背後にある経済的な意味は十分に見えてきません。キャピタルコールによって拠出された資金は、分配されるまでファンドに拘束され、他の投資機会に振り向けることができません。上場株式、不動産、他のプライベートファンドなど、性質は異なっていても、いずれも投資家にとって資金の配分先となる選択肢です。

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投資戦略や資産クラスによって条件は異なるため、すべてのファンドに共通する唯一の正しいハードルレートがあるわけではありません。一方で、宮田はハードルレートが0％に設定されている場合には、その理由を慎重に考える必要があると見ています。

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投資家には、国債、投資適格社債、インデックスファンドなど、それぞれ一定の収益が期待できる選択肢があります。そうした中で、10年間にわたり資金を拘束されるにもかかわらず、GPが利益配分に参加する前提となる最低収益が設けられていないのであれば、その条件は十分に検討されるべきです。

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重要なのは、採用した条件について、投資家に説明できる明確な根拠があるかどうかです。このように捉えると、ある割合をめぐる技術的な交渉は、資本の機会費用、投資戦略の性質、そしてGPとLPがファンドの成功による利益をどのような基準で分配するのかという、より広い議論につながります。

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LPAを実際のキャッシュフローに当てはめると

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ウォーターフォールのもう一つの側面は、ファンドの運用が始まってから見えてきます。LPAには合意された経済条件が定められていますが、実際のキャッシュフローが整然とした順序で発生することはほとんどありません。

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ファンドの運用期間中、キャピタルコールや投資の回収はそれぞれ異なるタイミングで行われます。分配が一部にとどまる一方で、優先リターンは累積し、条件によっては複利で計算されます。こうした状況では、タイミングが結果を左右します。

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宮田は最近、直感的に予想される結果と、実際の計算結果が異なる事例を検証しました。ウォーターフォール条項を実務に落とし込んだ経験がある人であれば、契約書上は明快に見える条件でも、実際のキャッシュフローに適用すると予想外の結果を生むことがあると理解しているでしょう。

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ここに、ファンドアドミニストレーターならではの視点があります。その役割は、GPとLPの間で何が公平かを決めることではありません。当事者間で合意された経済条件を計算式に置き換え、ファンドの運用期間を通じて一貫して適用することです。

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意図した経済条件がウォーターフォールの仕組みに明確に反映されていなければ、実際に分配すべき資金が生じるまで、曖昧さが表面化しないことがあります。だからこそGPにとっては、最初の回収金が入ってからその挙動を知るのではなく、LPAの交渉段階で現実的なキャッシュフローのシナリオを用いてウォーターフォールを検証することが重要です。

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交渉で合意した原則から、経済的な結果へ

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ウォーターフォールは、商業上の交渉から始まり、法的な文言で表現され、最終的には数学的な計算となります。この三つの間で、整合性が取れていなければなりません。

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ウォーターフォールを理解するには、計算式の先を見る必要があります。雛形は他の市場参加者がどのように問題に取り組んできたかを示し、市場慣行は一つの参照点になります。しかし、それだけで、条項の背景にある考え方を検討する必要がなくなるわけではありません。また、投資家が選択できる、より広い投資機会との比較も欠かせません。

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宮田にとって、ウォーターフォールの変遷は、運用成果をどの時点で認識するのか、資本コストをどのように考慮するのか、そして投資の成功によって生まれた利益をどのように分配するのかについて、GPとLPが重ねてきた試みを映し出しています。最後の計算によって、それまでの選択が現実の結果となります。

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問うべきなのは、ウォーターフォールが正しく計算されているかどうかだけではありません。その計算が、GPとLPが意図した経済的な関係を正しく反映しているかどうかです。

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本稿は、宮田 忍によるSlowstepsの記事およびポッドキャストエピソード「ウォーターフォールとは何か」をもとに構成しています。 Why Waterfalls Exist: Fifty Years of Negotiation Between GPs and LPs

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Defence, security and dual-use technologies are becoming a significant focus for private capital investors. As governments prioritise national resilience, cybersecurity, critical infrastructure and strategic technologies, investment managers are increasingly seeking opportunities across sectors that support security, innovation and long-term economic growth.

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As specialist defence funds emerge across Europe, North America and the Middle East, the Channel Islands are well positioned to support this growth through their established funds ecosystem, deep professional expertise and strong track record in servicing alternative investment structures. Reflecting growing institutional interest in the sector, the European Investment Fund's Defence Equity Facility 2.0 has an initial target size of €1 billion and is designed to support venture capital, private equity, private credit and infrastructure funds focused on defence and cybersecurity.

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Defence investment moves into the mainstream

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What was once considered a niche investment theme has increasingly entered the mainstream. Institutional investors are now assessing defence and security through the lens of national resilience, critical infrastructure and technological innovation, rather than solely through traditional defence classifications.

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This shift extends beyond defence contractors and aerospace businesses. Investors are increasingly targeting sectors such as:

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• Cybersecurity and digital resilience

• Artificial intelligence and advanced technologies

• Satellite and space-based infrastructure

• Critical infrastructure protection

• Advanced manufacturing and industrial capability

• Military logistics and supply chain resilience

• Dual-use technologies with both commercial and defence applications

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Dual-use technologies are proving particularly attractive. Many innovations developed for commercial markets, including AI, cybersecurity, satellite systems and advanced manufacturing capabilities, also have applications in defence and national security. As a result, defence and security investing increasingly intersects with established venture capital, private equity, infrastructure and private credit strategies.

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The Channel Islands advantage

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The Channel Islands have long been recognised as leading international finance centres, supporting investment funds across private equity, venture capital, infrastructure, real estate and private debt. Their mature professional services sectors, political stability and strong regulatory frameworks have made the islands established centres for alternative investment structures serving global investors.

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The islands' expertise in closed-ended private market vehicles, co-investment structures, parallel funds and complex cross-border arrangements is particularly relevant for defence and dual-use strategies. Managers in this sector often need to accommodate differing investor restrictions, reporting requirements and governance expectations within a single fund platform.

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Both Jersey and Guernsey have continued to enhance their private fund regimes to meet market demand. Guernsey's updated Private Investment Fund regime removed the previous limit on the number of qualifying private investors, while Jersey's revised Jersey Private Fund regime lifted its previous 50-investor cap and introduced a streamlined 24-hour authorisation process for qualifying applications.

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Supporting defence fund managers

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Defence and dual-use technology investments often sit within evolving regulatory environments and may attract heightened investor scrutiny. Managers may invest across multiple jurisdictions, into businesses with sensitive technologies, government customers or national security significance, while navigating complex investor expectations and regulatory obligations.

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These strategies can face increased focus on governance, sanctions compliance, ESG policies, reputational considerations and investor transparency. While not unique to defence-related investments, these factors heighten the importance of robust operational infrastructure and experienced service providers.

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Fund administrators play a critical role throughout the fund lifecycle, providing accounting, reporting, investor servicing, governance support and operational oversight that help managers meet increasingly complex requirements.

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Langham Hall supports alternative investment managers across a broad range of asset classes, providing administration, reporting and governance services for complex private market structures. This experience is particularly relevant as managers pursue opportunities within increasingly specialised sectors, including defence, security and dual-use technologies.

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Looking ahead

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Defence, security and strategic technology are increasingly being recognised as long-term structural investment themes rather than short-term responses to geopolitical events. As institutional capital continues to flow into these sectors, demand is likely to grow for fund structures capable of accommodating complex investor requirements, international capital pools and robust governance frameworks.

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With their established funds industry, specialist expertise and flexible regulatory environment, the Channel Islands are well placed to support the next generation of defence, security and dual-use technology investment funds.

Quinn Roes and Nikita Arya both joined Langham Hall at the start of their careers. They talk about the work they were trusted with early and the colleagues who made that possible.

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Quinn Roes joined Langham Hall straight from college, having seen a few other working environments through internships. What struck her here was how people responded.

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“If something comes up, the focus is on, ‘Okay, how can we work together to fix this for the client?’ rather than pointing fingers.”

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That becomes most visible when the pressure comes from outside the team. An urgent client request comes in late and the work has to be done.

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“Everyone on the team is willing to help when an urgent task arises, even if that means working late.”

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For Roes, that willingness to help comes back to mutual respect. If people within a team do not respect each other, she says, nobody wants to step in when the pressure is on.

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Trusted with the difficult work

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Roes, now an Associate, was put onto a large client to help with onboarding almost immediately and was given complex accounting work from analyst level.

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“Often when you are just starting, you do not always get to see complex topics. I was given that opportunity right from the beginning.”

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That did not mean being left alone with it. Her work is reviewed by a manager and delivery remains a team effort. But the exposure came early and the responsibility has grown alongside it.

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“As I have grown in my role and the longer I have been here, the more responsibilities I have been given, which shows their trust in me and how they appreciate the work I do.”

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She still works on the same client today. Where many of her colleagues in the US office work across several, hers is large enough to occupy most of her time and it keeps producing situations she has not met before. Depth, in her case, has not meant narrowness.

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The longer view

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Nikita Arya, a Senior Associate, can look back over a longer stretch of her career with Langham Hall.

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“I joined Langham Hall at the start of my career and have had the chance to grow with the business. What has kept me here is the people and the opportunities I've been given. I've been trusted to take on new responsibilities, work with different clients and learn from my colleagues.”

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Looking back, Arya sees that support as an important part of how she has developed, both professionally and personally. It is also something she recognizes in the way the wider team works.

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“Everyone is approachable and willing to help, and there's a real sense of teamwork. People share their knowledge and support each other, which creates a positive environment and helps us deliver to our clients.”

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The work has changed too.

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“When I first joined, my role was mainly focused on the preparation side, and now I'm more involved in client communication and have taken on more responsibility within the team.”

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Between them, Arya and Roes describe the same pattern. Giving people meaningful work early builds capability quickly, but only where there are experienced colleagues willing to review it, explain it and step in when it matters.

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From joining to hiring

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Arya's growing responsibility extends to building the team itself. For the past year and a half, she has been leading recruitment efforts in the US office.

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Roes has also recently become involved in recruitment. Having arrived from college with no experience of the industry, she is now on the other side of that conversation, helping decide who joins next.

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She expects there to be more of those conversations. The US business has momentum and she sees that translating into opportunities for the people already in it.

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“I'm excited to see where that goes. Hopefully that presents opportunities for everyone in the business to be able to grow and move up.”

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Ten years in, the opportunity is to make sure the people who come next are trusted with the difficult work as quickly as Roes was, by colleagues who remember being trusted with it themselves.

The direction of travel for Form PF is becoming clearer.

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On 31 August 2026, the SEC and Commodity Futures Trading Commission (CFTC) extended the compliance date for the 2024 Form PF amendments from 1 October 2026 to 1 July 2027. The extension follows the agencies’ April 2026 proposal to eliminate or simplify a number of Form PF requirements and reduce the reporting burden for private fund advisers.

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The timing matters. The CFTC has said explicitly that the extension allows Form PF filers to avoid potentially significant costs associated with implementing 2024 requirements that the agencies have subsequently proposed to amend or eliminate. SEC Chairman, Paul Atkins, has similarly said the additional time will allow the Commission to conclude its consideration of final amendments to the form.

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For managers preparing for the April 2027 reporting cycle, this significantly narrows the range of possible outcomes. The 2024 amendments will not be the applicable regime for that filing, although one timing question remains.

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What has changed?

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Form PF is the confidential filing through which the SEC and CFTC collect information about private funds and their advisers, including information used to support the Financial Stability Oversight Council’s monitoring of systemic risk.

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In February 2024, the agencies adopted wide-ranging amendments to Form PF. Amongst other things, those changes would introduce more granular reporting for certain fund structures and alter a number of reporting requirements for private fund advisers.

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Implementation has since been delayed several times. Following a broader review of Form PF, the SEC and CFTC published a new proposal in April 2026 that would reverse, eliminate or simplify a number of those requirements. The latest extension to July 2027 gives the agencies further time to determine the final shape of the regime before firms incur the costs of implementing requirements that may ultimately be removed.

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What does this mean for the April 2027 filing?

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The April 2027 filing is now the most immediate practical question.

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With the 2024 amendments delayed until 1 July 2027, managers preparing an annual filing for April 2027 will not need to implement those amendments solely for that reporting cycle.

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There remains, however, an important question over the timing of the April 2026 proposals. Managers therefore still need to be prepared for two possible outcomes:

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• the existing Form PF requirements remain in place for the April 2027 filing, or
• the amendments proposed in April 2026 have been finalised and implemented in time to apply.

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There is an additional timing nuance. The April proposal contemplated a minimum 12-month transition period from publication of any final amendments in the Federal Register, although the agencies expressly sought views on whether that period should be shorter and whether certain changes, including the revised filing thresholds, should take effect sooner. The final transition arrangements will therefore be important in determining exactly which requirements apply in April 2027.

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This is the remaining uncertainty managers need to plan around. It is considerably narrower than the position earlier in 2026.

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A much higher filing threshold

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One of the key changes proposed in April is an increase in the threshold at which an SEC-registered investment adviser is required to file Form PF.

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The current threshold of $150 million in private fund assets under management would rise to $1 billion. The SEC and CFTC estimate that this would remove the Form PF filing obligation for almost half of advisers currently required to file, while still capturing more than 90% of private fund gross asset value.

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For firms close to the proposed threshold, the impact is therefore potentially fundamental: the issue may not simply be how much information they report, but whether they remain subject to Form PF at all.

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Managers will need to monitor the final threshold and its implementation date carefully, particularly because the agencies have specifically asked whether the threshold changes should take effect on a different timetable from the rest of the amendments.

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Changes for large hedge fund advisers

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The April proposals would also increase the threshold for classification as a large hedge fund adviser from $1.5 billion to $10 billion in hedge fund assets under management.

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For advisers that remain above the threshold, the proposal would also simplify a number of reporting requirements, including certain counterparty exposure reporting and performance volatility requirements, and eliminate some current reporting obligations.

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These changes illustrate the wider direction of the review: a materially narrower and more targeted Form PF regime.

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Simpler reporting for certain master-feeder structures

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The treatment of multi-vehicle structures is another important area.

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Before the 2024 amendments, advisers had greater flexibility in how they reported master-feeder and parallel fund structures. The 2024 amendments generally moved towards separate reporting for the component funds of those structures, while retaining a limited exception for certain disregarded feeder funds.

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The April 2026 proposal would broaden that disregarded feeder fund exception. A feeder fund could qualify where no more than 5% of its gross asset value is invested outside a single master fund, US Treasury bills and cash or cash equivalents.

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For qualifying master-feeder structures, that could reduce some of the disaggregation and data-mapping work required under the 2024 amendments.

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The position for parallel funds is different. The proposal does not provide an equivalent general exemption for parallel fund structures, which would continue to be reported separately subject to the disregarded feeder fund rules.

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That distinction matters for managers assessing how much of the work already undertaken for the 2024 regime remains useful.

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Quarterly event reporting for private equity fund advisers

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The April proposals would also eliminate quarterly event reporting for private equity fund advisers.

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This would remove a reporting obligation introduced as part of earlier Form PF reforms and represents a clear area of potential relief for private equity managers.

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Taken alongside the proposed higher filing threshold and simplification of other reporting requirements, it reflects a broader reassessment of how much information regulators need to collect through Form PF and from which advisers.

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The precise relief ultimately available will depend on the final rules, but the policy direction is now clearly towards a more proportionate reporting framework rather than the wider reporting architecture overhaul envisaged by the 2024 amendments.

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What happens to work already undertaken for the 2024 amendments?

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Many managers have already invested time in data mapping, systems work and internal processes in preparation for the 2024 amendments.

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The latest extension is a strong reason not to continue implementing those changes simply to meet the previously scheduled compliance date. The agencies themselves have acknowledged that further delay can prevent firms incurring costs implementing requirements that may subsequently be amended or eliminated.

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It does not, however, follow that all preparation undertaken to date should be discarded.

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The final rule extending the compliance date also preserves the possibility that some or all of the 2024 requirements could remain relevant if the April proposals are not adopted in whole or in part. Managers should therefore avoid dismantling useful data, controls or reporting processes before the final position is known.

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The more practical approach is to distinguish between work that remains useful under the existing regime or likely future requirements and work that was undertaken solely to meet provisions now proposed for removal.

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What should managers consider now?

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The latest extension gives managers more breathing room, but it does not remove the April 2027 filing obligation for firms that remain in scope.

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The immediate priority should be to maintain a robust process for the requirements that apply today while keeping enough flexibility to respond if the April 2026 proposals are implemented in time for the next filing cycle.

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Managers may therefore want to consider:

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• whether they would remain within scope if the proposed $1 billion filing threshold is adopted
• which existing data and reporting processes will still be needed under either April 2027 scenario
• whether work undertaken for the 2024 amendments can be paused without losing information or controls that may still prove useful
• how the proposed changes to event reporting and master-feeder structures could affect their reporting requirements
• whether internal systems and service-provider arrangements can accommodate a change in the applicable rules without substantial rework

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How Langham Hall can help

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Langham Hall prepares and files Form PF reports for SEC-registered private fund advisers.

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We can support managers with their next filing under either potential April 2027 scenario, from determining reporting scope and data requirements through to preparation and submission.

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As the rulemaking progresses, we will continue to monitor the final requirements and implementation timetable. Our approach draws on more than ten years of regulatory reporting experience, supported by proprietary technology and consistent reporting logic. This allows managers to maintain a controlled reporting process without having to commit prematurely to one regulatory outcome. In particular, our technology platform means we are very well placed to assist managers with large numbers of funds which need reporting.

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For firms that have already undertaken extensive preparation for the 2024 amendments, we can also work with them to understand how existing data and processes can support the requirements that ultimately apply.

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If you would like to discuss what the latest Form PF developments could mean for your next filing, please get in touch.

Langham Hall is pleased to bring you the fourth episode of First Close, where Tom Pinnell, Head of Commercial, Europe, 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.

In this episode, Tom is joined by Chris Gorell Barnes, Co-founder of Ocean 14 Capital. Chris spent over a decade building the Blue Marine Foundation, one of the world's leading ocean conservation charities, before co-founding Ocean 14, a private equity impact investment firm dedicated to the blue economy. In 2024, Ocean 14 raised over €200 million for its debut fund, hitting the hard cap. As Chris puts it, Ocean 14's mandate is "the most important investment thesis of all time." They discuss:

• Why a $3 trillion economy is still overlooked by investors
• What happens if we don't increase our investment in the oceans
• The importance of private equity in scaling these businesses
• Shrimp genetics, cod farming and sustainable plastics
• What success looks like for Ocean 14

Available on Spotify, Apple Podcasts and all major platforms.

To listen to the full episode: click here

It is 7:30pm on a Friday evening, and a client needs a net distribution sent out.

The request is late and urgent, but it goes well beyond a standard distribution. It is about a critical combination of deliverables during a pivotal period for the firm: active fundraising. A net distribution back to LPs boosts sentiment in a tough fundraising environment where DPI has been particularly elusive, allowing IR teams to feature the latest distribution activity and updated IRR figures in their upcoming deck. Every step hinges on the next, and the entire sequence turns on whether a team that has already wrapped up for the week is willing to step back in.

"The team responds from the top down," says Joseph Hindi, Head of Langham Hall US. "That awareness, care and accountability are what allow us to deliver when the timing is difficult."

Moments like that capture what Joseph believes distinguishes Langham Hall US: senior involvement, accountability and a willingness to respond when circumstances change.

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Supporting managers as their needs evolve

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Fund managers rarely have uniform requirements from an administrator, nor do those needs remain static for long. An emerging manager often requires practical, step-by-step guidance through the launch process: defining what must happen, in what sequence and on what timeline. An established manager, by contrast, may need comprehensive support across successive vintages, multi-strategy platforms, increasingly complex structures and sophisticated liquidity transactions.

"Different managers have distinct needs," Joseph says. "The real test is whether you can continue to seamlessly meet those needs as their business grows in complexity."

The growth of the US business, he says, has been a by-product of consistent execution in a competitive market.

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Judgment before the numbers

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The most valuable work often happens well before a single report is produced.

Ahead of a complex transaction, clients regularly ask the US team to review the legal documentation and the structure charts to evaluate, from an accounting perspective, why specific entities exist. In many instances, the team identifies clear opportunities to simplify the structure while preserving the underlying commercial objectives: fewer moving parts, lower costs and reduced risk ahead of a major distribution.

That is where administration evolves into a true advisory role: applying seasoned judgment early enough to improve how a complex transaction is structured and executed.

Joseph draws a firm line between being a vendor and a true partner, defining it unglamorously.

"A vendor just executes a work order; a partner owns the outcome. It simply means doing what you say you are going to do," he says. "It means understanding what the client needs, maintaining a clear line of communication and consistently delivering on a deadline."

Langham Hall's partner-led structure is built around direct access. Clients can discuss complex issues with senior leadership, reach clear decisions, and see them executed seamlessly through the client service team.

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What clients are asking for now

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Expectations have risen across the board, driven from the top down. Heightened scrutiny from allocators flows directly to fund managers and ultimately to organizations like Langham Hall that support them. Service, team caliber, technology and execution speed are no longer evaluated in isolation; together, they form a single test of whether an operating platform is fit for purpose.

Liquidity is where that pressure is the sharpest.

"Clients are demanding both speed and data integrity," Joseph says. "They cannot execute creative liquidity solutions without the historical data and performance metrics required to demonstrate a clear path to value realization.”

A continuation vehicle or a secondary sale cannot rely on good intentions alone. It demands complete, rigorous historical data, reporting that holds up under institutional scrutiny and performance metrics delivered fast enough to be actionable.

For Langham Hall, the opportunity is not simply to add more technology tools around existing ways of working. Its computable data strategy is designed to create the structured foundation on which AI can be used to re-engineer entire processes, improving the speed, consistency and quality of delivery.

Joseph sees that investment as an extension of the firm's client-led model. Technology can transform how work is delivered, while experienced professionals remain responsible for understanding  the underlying legal documentation, strategic decisions and commercial context behind the numbers.

Supported by Langham Hall's global platform, the US team also draws on specialist cross-border expertise as client fund structures become increasingly international.

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When he is not in the office

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Ask Joseph what he is proudest of, and he will not bring up new mandates or asset growth.

"No matter where someone sits in the organizational structure, they do not want to let the next person down," he says. "That matters. Happier, highly aligned teams foster a better working environment and culture that drives superior outcomes for clients."

“I think the most common analogy is a sports team, but not everyone is a sports fan. Trying to build a connection with people means meeting them outside your usual frame of reference.  Think of a movie set: you have the actors, directors, camera operators, lighting crews and makeup artists, all working toward the common goal of getting the scene right. I try to foster that exact focus and alignment within our business, which is funny because I actually don’t know the first thing about making movies.”

The US management team brings deep experience spanning audit, financial services and fund administration and, crucially, maintains these exact operational standards even when Joseph is out of the office. His priorities remain intentionally targeted: empowering the people within the business and serving the clients who depend on them.

Maintaining that focus across each level, while preserving the apprenticeship model that carries expectations down through the organization, has enabled the business to expand rapidly without making the client experience feel more distant or institutionalized.

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Building on the difference

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Joseph is clear-eyed about the trade-offs of scale. A close-knit firm thrives on the instincts and presence of a core team, qualities that rarely survive rapid headcount growth on their own. He compares the risk to a rubber band: operational bandwidth can stretch only so far before something breaks.

"You can lose the secret sauce you had at 60 people when you reach 100 or 200," he says. "The solution is to intentionally develop more culture carriers along the way and empower them through effective delegation."

That secret sauce isn’t complex. It is the senior involvement, accountability and genuine care that clients experience when an urgent request lands late on a Friday evening. Scaling those values across a growing organization demands continuous investment in people, leadership and trust.

But the opportunity ahead goes beyond preserving what has worked. Computable data and AI create the potential to operate differently and at greater scale, strengthening the service clients receive while retaining the judgment and accountability on which the US business was built.

The ambition is that when a client calls at 7:30pm on a Friday ten years from now, they reach the same partner-led firm they rely on today, supported by a platform built for what clients need next.

“We continue to grow and evolve,” Joseph says, “and as long as we keep putting clients’ actual outcomes above our own convenience, we’ll stay on the right path.”