Private asset funds are growing in prominence across Asia and with them comes renewed attention on how value is shared between managers and investors. Behind the headlines of performance and capital flows lies a critical question: fairness.

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Fund structures are designed to align the interests of general partners (GPs) and limited partners (LPs), but conflicts emerge quickly when it comes to compensation. Carried interest, management fees, hurdle rates and equalisation provisions all determine who gets paid, when and on what basis.

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Take waterfalls. Should carry be calculated on a deal-by-deal basis, allowing managers to take success fees on winning deals while losses remain uncovered? Or should the portfolio be viewed as a whole, with gains offsetting losses before performance rewards are crystallised? The difference is more than technical; it goes to the heart of whether LPs feel their capital is treated fairly.

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Equalisation raises similar questions. Early investors often shoulder more risk, committing to a “blind pool” before investments are secured. Later investors may benefit from greater visibility. Without careful structuring, the cost of that timing can be borne unevenly, undermining the perception of fairness across LPs.

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In Japan, standard contracts often lack some of the equalisation mechanisms seen in global markets. But international investors increasingly expect these protections as table stakes.

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For GPs, the lesson is clear. Beyond strong returns, investor confidence depends on transparency, alignment, and fairness. These issues are not secondary: they are central to fundraising success.

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At Langham Hall, we help managers design and operate structures that build lasting trust between investors and managers.

Europe’s growing role for US managers

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For many US fund managers, Europe is shifting from a secondary consideration to a strategic priority. Strong institutional demand, a stable regulatory environment and a track record of significant commitments make the region an increasingly important source of capital.

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At Langham Hall, we have seen this first-hand. The number of non-EU funds we service raising capital under National Private Placement Regimes (NPPR), one of the key routes into Europe, has risen by 250% since 2020, with total AUM increasing from €123 billion to €499 billion*. For scaled, well-positioned managers, expansion into Europe is becoming a logical next step: opportunity-driven, not defensive, and a way to diversify LP bases and deepen institutional access.

To explore what it takes to succeed, we spoke with Alexandra Cromer, Partner at Atlantic-Pacific Capital (APC), who shares her perspective on European investor expectations, regulatory pathways and the practical steps US sponsors can take to build a strong market presence.

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Q: Firstly, can you tell us a little more about your experience raising capital in Europe?

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Alexandra Cromer (AC): As a global organisation with thirty years of capital raising experience, Atlantic-Pacific Capital considers Europe a key fundraising market for our clients. The US remains the largest market for us; however, with established distribution capabilities on the ground in Europe, we raise meaningful capital each year from EU investors (around a third), with commitments also secured from LPs in the Middle East and Asia.

Part of our role as an advisor is to assist GPs with building a diversified investor base that can be supportive across multiple funds. Part of this process involves educating clients on how to access European capital. Engaging with an agent who understands the nuances of marketing in Europe and has deep relationships with institutional investors across the various countries is vital.

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We take a very customised approach to each fundraise, spending time with our GPs before formally launching to develop the right “go-to-market” strategy. Our objective is to ensure our capital raises are efficient and tailored to the ambitions of the client; this requires preparation.

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For US managers, whether first-time or established, seeking to raise capital in Europe, determining where we believe there will be interest is the first step in the process. This helps refine our approach. Given there are significant costs associated with marketing in Europe, for many (first-time funds or even a later fund), availing the National Private Placement Regime (NPPR) makes sense especially if it is a more targeted outreach campaign. In addition to the costs being less onerous than the full AIFMD marketing passport, we have been successful raising capital from LPs in the Nordics, UK, or Switzerland – locations with less complex regulatory requirements – as these investors are often more receptive to earlier funds, especially high-pedigree spin-outs with track record attribution. For more established managers who may have spent some time building brand awareness in Europe, we may collectively decide AIFMD is the better route to maximise capital raising opportunities. A considered hosted premarketing campaign (especially for funds raising >$1bil) can assist with the decision between NPPR and Lux fund under AIFMD.

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Q: How attractive do you really think the opportunity in Europe is for North American fund managers? In other words, is the juice really worth the squeeze?

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AC: There are several reasons US GPs consider Europe when looking at other geographies to raise capital from – investor diversification is often a key objective. Embarking on the international fundraising campaign can offer a path to increasing their fund size. Others consider European investor support as validation of their firm or fund strategy. There are also GPs with a niche strategy that is well suited to the European market (e.g., energy transition, Article 8 / Article 9 funds).

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Ticket sizes can vary in Europe, not just across geographies and types, but also for strategies. There are large institutions seeking to be meaningful partners writing EUR 75m+, supported by a significant constituent of LPs committing € 20-60m tickets which can materially impact fundraising momentum. There is less of a herd mentality in Europe than say Asia, although of course it is certainly helpful if there is European support for a manager, especially if they are like-minded investors, and/or are considered by the market to be a tier one LP.

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There is generally strong appetite for high-quality US opportunities from European LPs. This is a sentiment we often see when speaking with top-tier lower- and mid-market PE GPs who consistently attract domestic US support. However, there is a plethora of service providers, such as Langham Hall, that can support managers with the on-going reporting obligations and administrative challenges. The regulatory landscape should not be the reason that US managers shy away from Europe. Working with an agent that can identify early on key European investors and provide the manager with a dedicated road map is essential, this makes the process more efficient, and ultimately fruitful.

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It continues to be difficult to displace an incumbent manager if they have delivered, and allocations for new and existing relationships across both Europe and the US remains tight given the lack of distributions over the last few years. Securing capital is highly competitive, especially for new GPs, and we recommend remaining open to exploring options.

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Q: What is the biggest difference that you see between North American and European LPs?

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AC: Europe has long been leading the way in support for sustainable strategies and initiatives so expect to see highly established and rigorous Due Diligence processes from European investors, especially when it comes to ESG/sustainability credentials. This is much more than a simple tick-the-box exercise; full integration into the fund’s processes from origination through to exit is a must, and not just for infrastructure opportunities.

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Traditionally, institutional investors in parts of Europe have been more conservative, with VC and growth generally a smaller allocation of portfolios versus US LPs. Some consider European LPs to have lower risk appetites with a focus on capital preservation, especially given their exposure to infrastructure; however, with recent changes to interest rates, this is shifting. With fixed income or debt offering a similar level of return to say core infrastructure with less perceived risk, there has been some movement up the risk spectrum. This, of course, comes with additional risk requiring investors to rethink how they evaluate managers and opportunities.

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The US offers a depth of market and performance that has been superior to Europe. The US also offers investors a route to specialisation with far greater options available for backing a sector-specific fund, which has become increasingly of interest as a complement to diversified offerings. We continue to believe, despite some of the current uncertainty, the US will feature in LPs’ portfolios in a meaningful way. Some LPs have noted a material increase in the proportion invested in the US, up from 50% to 75/80%, some as high as 100% demonstrating how attractive they see the opportunity there. At the core, European investors are like all LPs, seeking top-tier managers with a compelling strategy and consistently strong track record.

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Q: How should North American sponsors prepare for marketing in Europe for the first time?

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AC: Marketing in Europe is not something US sponsors should approach lightly. Preparation is key. This includes finalising all aspects of the offering and developing the full suite of marketing materials. In a crowded marketplace, the ability to be proactive and responsive helps to keep the investors’ attention.

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We always advise starting the process early and encourage GPs to utilise pre-marketing. It is helpful to commence conversations with European LPs before fundraising as it can take time to build relationships and get onto LPs’ radar - it is easier to build a relationship when not asking for capital! It is also worthwhile making a trip or two to Europe during the off-season. When part of a well-choreographed marketing campaign, conferences can be additive, helping to increase market awareness, especially for less established GPs with more focussed strategies.

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It is also important to ensure that anything relating to ESG/SFDR has been properly considered and there is a clear plan for implementation; it cannot be viewed by LPs as an afterthought for the GP.

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Ultimately, it is a competitive market and LPs, by and large, hold all the cards; it is important to know your peers and be able to articulate succinctly your key points of differentiation.

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Q: Finally, what is the one piece of advice you would give to a sponsor that is looking to market in the EU for the first time?

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AC: Be prepared, be realistic and be memorable (for the right reasons!).

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Supporting your European fundraising journey

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At Langham Hall, we have guided more than 200 non-EU managers across private equity, credit and infrastructure through their European fundraising journeys. From navigating NPPR to setting up AIFMD structures, our team helps managers make informed decisions and move forward with confidence.

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Learn more about raising capital in Europe and the different paths available from NPPR to AIFMD.

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*According to Langham Hall’s own regulatory filing data (annex IV): 2019-2024.

The German Federal Ministry of Finance has published a revised draft of the Fund Risk Limitation Act (“Fondsrisikobegrenzungsgesetz”) as part of implementing AIFMD II into national law. This update marks a significant shift in the regulatory landscape for alternative investment fund managers (AIFMs), particularly those operating under the sub-threshold regime.

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For fund managers in private equity, venture capital and private credit, the changes are far-reaching: from recalculating assets under management (AuM) based on fair market value to new loan origination and reporting obligations. These developments could push many managers beyond the current thresholds, triggering full AIFM authorisation requirements and introducing substantial operational and compliance challenges.

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This briefing explores the key regulatory changes, their practical implications for sub-threshold AIFMs and the strategic options available to managers navigating this shift, including partnering with a regulated Luxembourg AIFM such as Langham Hall.

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What is changing and who is affected

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The draft law introduces several key updates:

• AuM recalculation: Assets under management (AuM) must now be calculated based on fair market value instead of book value under German GAAP, potentially pushing many sub-threshold AIFMs above the regulatory threshold of €500 million (unleveraged) respectively €100 million (leveraged).
  
  • If the threshold is exceeded, AIFMs must apply for a full license within 30 calendar days and submit complete documentation within three months.
  • This means managers would lose access to the lighter regulatory regime, facing increased demands on operational infrastructure, compliance processes, staffing and, ultimately, higher costs to maintain their business.
  • Falling under the full AIFM license also requires the appointment of a Depositary, which was previously optional. There is some reprieve here as AIFMD II allows the passporting of depositary services (subject to certain conditions), meaning managers are not limited to only German depositaries
• Loan origination requirements: Sub-threshold managers engaging in loan origination will now face the same organisational, risk and liquidity standards as fully authorised AIFMs. These include retention obligations and borrower restrictions, adding a layer of complexity to what was previously a lighter regime. The only exceptions are shareholder and mezzanine loans, which remain outside the scope of these rules.
• Enhanced reporting obligations: Managers must now provide detailed disclosures on managing directors, significant shareholders and any changes to these positions. This additional transparency raises governance requirements and demands robust internal processes to ensure timely and accurate reporting.
• No expansion of ancillary services: Unlike fully licensed AIFMs, sub-threshold AIFMs are not permitted to offer ancillary services to third parties.
• Expanded lending capabilities: The Act lifts previous restrictions on lending and introduces exemptions from banking monopoly rules for special purpose vehicles (SPVs). This creates new flexibility in private credit and debt, enabling managers to structure transactions more innovatively while remaining compliant.
• Greater alignment with EU standards: AIFMD II aims to create a more consistent regulatory framework across the EU, reducing fragmentation, simplifying cross-border operations and strengthening investor confidence.

Real-world example: A German Venture Capital manager at risk

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Under the proposed fair market valuation rules, a German venture capital manager with, say, €480 million in AuM under German GAAP could find themselves above the regulatory threshold almost overnight when one of their portfolio companies goes through a new funding round and a significant increase in valuation. Crossing that line triggers a strict timeline: 30 days to apply for a full AIFM license and three months to submit complete documentation. For most firms, meeting these deadlines without significant internal resources would be a major challenge.

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The implications extend beyond compliance. Transitioning to a fully AIFMD-compliant structure requires a fundamental upgrade in infrastructure, processes and staffing. These bring higher costs and greater complexity, diverting attention from the core objective: sourcing attractive investments and delivering value to investors.

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Langham Hall’s view

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These changes create both risk and opportunity. Many German managers will now need to reassess their fund structures, particularly those relying on the sub-threshold regime.

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For many, the most efficient route will be to partner with a regulated AIFM. Langham Hall’s AIFM platform can passport into Germany and enables the transition to full scope seamlessly – providing Host AIFM and Depositary support without the need to build in-house infrastructure. Alternatively, setting up a fund in Luxembourg from the outset futureproofs against such challenges.

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How we can help

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Langham Hall offers:

• Immediate access to a licensed AIFM platform, avoiding the time and cost of obtaining a full license
• Turnkey onboarding and fund setup
• Full compliance infrastructure, covering risk management, liquidity, reporting and governance
• Depositary services for AIFs domiciled in any EU Member State, leveraging new AIFMD II provisions for cross-border appointments
• Annex IV reporting tailored to EU and non-EU managers, meeting enhanced AIFMD II requirements
• Cross-border expertise, supporting funds with German and EU investor bases
• Flexibility in ancillary services, that sub-threshold AIFMs are restricted from offering.

Langham Hall is well-positioned to guide managers through this transition, providing regulatory certainty, operational efficiency and strategic flexibility. Whilst our team has deep expertise in managing Germany-domiciled AIFs, the increasing complexity of the domestic regime often makes a Luxembourg structure the more practical route.

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Luxembourg offers a proven legal framework, an investor-friendly environment and the Commission de Surveillance du Secteur Financier (CSSF)’s pragmatic supervisory approach, all while ensuring full compliance with AIFMD II. For many managers, this provides a more efficient and flexible alternative without compromising on governance or investor confidence.

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As the Fund Risk Limitation Act progresses, we will continue to monitor its implementation and support managers as they navigate these changes with clarity and confidence.

Langham Hall, a leading global provider of fund administration and AIFMD services, has supported the launch of Zenzic Capital’s new evergreen debt fund, the Zenzic Real Estate Credit Opportunities Fund. Anchored by leading institutional investor GCM Grosvenor, the fund is targeting commitments of up to $3 billion.

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The fund represents a significant expansion of Zenzic Capital’s strategy to provide long-term, flexible financing solutions across the European property market. With a focus on small and mid-market lending, it is designed to address an area where traditional bank finance has continued to retrench, unlocking capital for sponsors and real estate groups across sectors such as residential, student accommodation, industrial and logistics.

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Langham Hall is providing fund accounting and administration services to the fund and associated entities from its Jersey, London and Luxembourg offices, as well as Appointed Representative (AR) services. Together, these services have ensured seamless structuring and operational support throughout the fund’s launch.

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‍Tom Pinnell, Head of Commercial (Europe) at Langham Hall, commented:

“We are delighted to support Zenzic with this, their debut institutional fund, which addresses a notable funding gap in the real estate market. With support already from GCM Grosvenor, we look forward to working with Zenzic as this new fund continues to grow.”

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Nadine Buckland, CEO at Zenzic Capital, commented:

“Having access to the Langham Hall senior leadership team has been invaluable to us during what has been a complex fund setup. They have provided best practice advice throughout and worked to tight timelines to ensure the launch was a success.”

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This summer in Tokyo, I again watched the Sumida River fireworks. Each burst of colour looked spontaneous, yet the spectacle followed a script: precise timing, repeatable patterns, familiar choreography. Predictable, yet still compelling.

The fireworks always remind me of an important principle in investment: reproducibility paired with trust.

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For investors, reproducibility is about consistency. It is the ability to deliver steady performance through a repeatable strategy, supported by reliable execution. At the same time, investors seek more than predictability. They want managers to demonstrate an edge: something that adds value beyond the expected, without undermining stability. Japanese investors in particular place high value on consistency, perhaps more than many markets.

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In Asia today, reproducibility is becoming even more critical. LPs are cautious, fundraising cycles are longer and reporting standards face sharper scrutiny. Managers who can show both consistent results and transparent processes are the ones who will continue to secure investor confidence.

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Yet reproducibility alone is not enough. With regulatory demands tightening globally, investors expect visibility into how strategies are implemented: process, risk controls, governance and reporting. Clarity and transparency are no longer optional.

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Managers who combine a repeatable, well-understood investment framework with rigorous disclosure and adaptability will stand out. In cross-border fundraising, reputations are not built by performance alone but by consistency and clarity.

At Langham Hall, we work with managers globally to help them deliver the reporting, governance and operational standards that underpin investor trust.

Langham Hall announces the appointment of Yukio Matsushita as US Director of Client Operations, reinforcing the firm’s commitment to best-in-class client service as it accelerates its US expansion.

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Based in New York, Yukio will be responsible for the continual upgrade of Langham Hall’s client delivery infrastructure. In addition to leading one of the client delivery teams, he will also serve as a senior technical resource for the US business.

His appointment supports Langham Hall’s strategy to scale organically in the US while maintaining its key differentiator: partner-led delivery of client work.

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Yukio is a Certified Public Accountant (CPA) with more than 25 years of experience in financial services. He was most recently Managing Director of the outsourced CFO business at a global administrator. Prior to this, he spent 15 years at Goldman Sachs in New York and Tokyo as Vice President of financial reporting, supporting private equity, special situations and investment banking units. He began his career at Deloitte and holds a degree in Business Economics from the University of California.

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"The US is a key growth market for Langham Hall and a central focus of our global expansion. Yukio’s deep expertise across private equity, investment banking and outsourced CFO services makes him an exceptional addition to our team. His appointment reflects our investment in the US as a priority market, where demand for expert-led fund administration is expanding rapidly. US managers want a partner who can combine global expertise with local delivery and that is exactly what we are building here." Joseph Hindi, Head of US

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"Langham Hall’s reputation for technical mastery combined with senior involvement is precisely what US fund managers need: context, judgement and continuity in support of their investors. I am honoured to join this team as we strengthen our global foundation and raise the bar for client service." Yukio Matsushita, US Director of Client Operations

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We sat down with Joseph Hindi, Head of our US office, to talk about leadership, culture and what’s fuelling our growth in the North American market.

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With over 20 years of experience in alternative assets, Joe has built his career around technical depth, operational rigour and a hands-on approach to team and client leadership.

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Tell us a bit about your career journey. What brought you to Langham Hall?

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My career in alternatives started in 2004. After grad school, I moved into the fund services space, joining a firm as employee number 50 and spending seven years helping to scale the business. That experience taught me a lot about how to build teams and deliver service at pace.

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What stood out about Langham Hall was its partner-led structure. It reminded me more of a mid-sized law firm than a traditional service provider: thoughtful, senior-led and genuinely invested in client outcomes.

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How do you approach your role day to day?

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My day moves between commercial development, client relationships and making sure the team has what they need to deliver excellent service. I like to stay close to the work, but not to micromanage. I would rather show someone how to solve a problem than just tell them what to do.

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What does strong leadership look like in your view?

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It is about clarity, consistency and accountability, including holding yourself accountable. At Langham Hall, we build culture through apprenticeship: weekly team sessions, open problem solving and mentoring built into how we work.

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What makes this moment exciting for the US office?

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The US remains one of the most active fund markets globally. Managers here move at pace and expect the same from their service partners, but they also value depth, stability and real engagement.

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That is where our model fits. Clients want senior people who understand their business, can solve problems quickly and provide consistency across jurisdictions. That combination of responsiveness and technical confidence is something they are not always used to and it has made a real differentiator for us. When new opportunities come through referrals, it speaks volumes about the trust and relationships we are building and service we are delivering.

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As Langham Hall’s US presence continues to grow, Joe remains focused on doing things the right way: with purpose, precision and a clear commitment to client service. With a strong foundation in place, the team is focused on scaling thoughtfully, deepening client relationships, attracting top-tier talent and reinforcing Langham Hall’s reputation as a trusted partner in one of the world’s most dynamic fund markets.

Langham Hall is pleased to announce the promotion of Jonny Coates to Director at its Guernsey office. This move reflects the firm's commitment to recognising and developing internal talent as it continues to strengthen its leadership team in the Channel Islands, aligning with its ongoing expansion and dedication to delivering exceptional service to clients in the private equity and real estate fund sectors.

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Jonny joined Langham Hall in October 2021 as Client Director and later took on the role of Head of Accounting. During this time, he has played a pivotal role in building the firm’s accounting capabilities, leading technical delivery, and supporting the growth of private equity and real estate clients. His extensive experience in fund services and accounting, combined with a deep understanding of client needs, positions him to make a significant impact in this new leadership role.

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Jon Young, Head of Guernsey at Langham Hall, commented: “It’s a pleasure to announce this significant milestone for Jonny and Langham Hall. His leadership and technical expertise will be instrumental as we continue to grow and enhance our services in Guernsey.”

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Jonny Coates added: “I am excited to take on this new role and look forward to working closely with our talented team to drive the continued success and growth of Langham Hall in Guernsey.”

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.