As managers look to attract a wider range of international investors, structure choice matters. Parallel funds offer a proven way to broaden the global investor base, meeting varied investor preferences whilst maintaining tax and operational efficiency and ensuring equal access to investment opportunities.

At Langham Hall, we work with managers across private equity, real assets and private debt who are using parallel funds to accommodate different investor cohorts and optimise fund structuring. As North American managers expand their reach, selecting the right jurisdiction has become increasingly important: balancing investor expectations, commercial priorities and regulatory requirements. Jersey is emerging as an option for those raising some European capital, offering regulatory efficiency, investor familiarity and cost-effective access to European investors.

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Why parallel funds work for US managers

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North American managers raising European capital often need to accommodate investor preferences whilst keeping portfolios aligned. A Jersey parallel sleeve does this without rebuilding the flagship: it sits alongside the existing vehicle, aligns strategy, assets and reporting and keeps timelines predictable with proportionate ongoing obligations. Where European institutions prefer a European-friendly structure, the Jersey sleeve meets that preference in a cost-disciplined way.

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What Jersey brings

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• Investor confidence: Jersey is internationally recognised by major global bodies, including the IMF, OECD, EU and MONEYVAL, providing comfort to institutional investors
• Flexible structuring options: Jersey offers a wide range of fund structures, including companies (and cell companies), limited partnerships, unit trusts and Jersey LLCs modelled on Delaware entities, familiar territory for US managers and their legal counsel
• Regulatory simplicity: the Jersey Private Fund (JPF) regime is a light-touch solution tailored for sophisticated investors. Qualifying applications can be authorised within 24 hours, reducing time to market and ongoing compliance costs. Funds can utilise the Jersey Expert Fund regime as they grow
• Cost-effectiveness: a streamlined framework that helps contain setup and operating expenses over the life of the fund
• Experience: a deep pool of experienced service providers across fund administration, legal, audit and regulatory functions
• Investor comfort: many European investors prefer structures within a nearby time zone and with familiar legal frameworks
• Tax neutrality: Jersey funds are typically tax neutral, avoiding double taxation and simplifying cross-border tax planning
• EU market access via NPPRs: Jersey funds can access EU investors through National Private Placement Regimes (NPPRs), requiring limited filings and proportionate reporting

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Where parallel funds help in practice

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• European LP preference: a parallel sleeve for investors who prefer a European-friendly structure
• Operational separation: clear delineation of EU and non-EU investor terms whilst keeping portfolio alignment
• Faster route to first close: predictable pathways from term sheet to launch
• Cost discipline: meeting investor needs without importing unnecessary overhead

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Real-world example: a parallel Jersey Expert Fund (anonymised)

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We recently worked with a leading global alternative investment manager to launch a parallel Jersey Expert Fund for its private debt series. European investors who could not – or preferred not to – invest through the existing Cayman-domiciled master fund subscribed via the Jersey sleeve. Langham Hall provides fund accounting and administration; it was the manager’s first Jersey product and was launched at short notice, with reporting aligned across sleeves.

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What to decide (before you proceed)

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• Target investor profiles and any jurisdictional preferences or constraints

• Vehicle type and governance model

• Reporting alignment across sleeves (timing, content, look-through)

• NPPR approach and filing sequence by country

• Workstream owners across administration, legal and audit

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Langham Hall view

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For US fund managers raising European capital, Jersey offers a pragmatic mix of speed, cost and investor comfort. It is an efficient way to accommodate European preferences whilst keeping the flagship strategy intact.

Langham Hall has extensive expertise establishing and administering Jersey-domiciled parallel fund structures. Our team supports managers through every stage, from fund setup to ongoing administration, ensuring a smooth launch, efficient operations and compliant access to European investors. We manage the parallel fund data, reporting obligations and regulatory workflows so managers can focus on deployment and performance.

Student business contest links academic insight with real-world fund operations

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Japan’s integration into global private markets continues to evolve. Yet the operational and regulatory architecture that underpins cross-border capital flows remains under-recognised within academic settings.

To help address this gap, Langham Hall Japan has launched “Break the Border”, a new initiative in collaboration with Professor Moriuchi’s seminar at Senshu University.

The programme is a student business contest designed to develop commercially grounded ideas that can be tested through Langham Hall Japan’s business development activity. The winning participant will join Langham Hall Japan for a two to three month internship, testing their concept within a live commercial environment.

“Japan has world-class talent, but the career paths behind international private markets are still not widely visible. This programme is designed to make that architecture more tangible and to give students a practical route to test ideas in a live commercial environment.” - Shinobu Miyata, Head of Japan, Langham Hall

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Bridging academia and global capital

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Fund administration and cross-border structuring are rarely visible career paths in Japan. Yet they are central to the functioning of private equity, real estate, infrastructure and credit markets worldwide.

Break the Border is also designed to help students challenge the assumptions that can unintentionally narrow their career options. By exposing them early to global-standard business structures and regulated fund operations, the programme aims to broaden their understanding of how international private markets function and where they might contribute within them.

By introducing students to how regulated structures operate in practice, the initiative aims to:

• Demystify global-standard business models

• Connect academic theory with regulated execution

• Provide practical exposure to cross-border capital markets

This is not a lecture series; it is structured exposure to how ideas translate into regulated vehicles and how those vehicles connect international investors with opportunity.

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Building capability for the long term

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Langham Hall’s growth depends on developing professionals who understand both technical precision and commercial reality.

The initiative also supports early-career awareness of fund administration in Japan, where the industry remains less visible than other financial services career paths. It is also intended to strengthen recognition of fund administration within the graduate recruitment market, through practical exposure rather than explanation alone.

As a partner-led global firm, Langham Hall believes capability must be built intentionally. Creating structured access to international fund operations strengthens both the market and the next generation of professionals.

We thank Professor Moriuchi and Senshu University for their partnership.

A year-end round-up of how colleagues supported local causes and community organisations across our offices

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In 2025, colleagues across Langham Hall’s offices gave their time, energy and creativity to support local causes and community organisations.

We do not treat this work as an add-on. It is part of how we build culture: teams that collaborate well, learn from one another and stay connected beyond day-to-day work.

This wrap up brings together a selection of initiatives from the second half of the year, from fundraising in our offices to volunteering that supported organisations doing vital work locally.

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London

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On 11 December 2025, the Charity Committee hosted our first annual Heads of Department Charity Bake-Off competition. Five of our senior leaders rolled up their sleeves and showcased their baking skills. It was a simple idea with a strong outcome: colleagues came together, met leaders outside their usual teams and raised money for causes close to home.

Thank you to Allan Jensen, Annika Murray-Blake, Fleur Primavera, Rachael Lyon, Tom Pinnell and Lauren Mangis for participating, and for being such good sports.

Congratulations to our winner and runner-up at the event.

1st Place: Tom Pinnell, Head of Commercial, Europe. A £100 donation was made by the Charity Committee to Tom's chosen charity, the National Autistic Society.

2nd Place: Fleur Primavera, Head of HR and L&D. A £50 donation was made by the Charity Committee to Fleur's chosen charity, Breast Cancer UK.

On 11 December 2025, staff came together in festive spirit by wearing their best Christmas jumpers to raise money for Save the Children. Thanks to everyone’s generosity; we raised £102. The Charity Committee also made a contribution of £150, bringing Langham Hall’s total donation to £252.

Save the Children supports children both in the UK and around the world, helping to keep them safe and healthy while ensuring access to education. Thank you to everyone who took part and helped make this fundraising effort a success.

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US

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The team at Langham Hall volunteered at Bowery Mission, coming together to prepare chickens, potatoes, vegetables and other food items to provide warm, nourishing meals for people experiencing homelessness.

Through teamwork and compassion, the event made a meaningful impact by supporting the mission’s efforts to serve the community with dignity and care.

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Luxembourg

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In October, to mark Breast Cancer Awareness Month, we had the pleasure of hosting Think Pink Luxembourg at our premises for an inspiring and informative session. The event focused on the importance of early detection and provided practical self-care tools, empowering participants with valuable knowledge they can apply in everyday life.

Following this session, we were proud to make a donation to Think Pink Luxembourg, an organisation that supports women and their families across Luxembourg who are living with the day-to-day reality of breast, gynaecological and other cancers.

In addition, four of our colleagues took part in the Race for the Cure, helping to raise awareness and funds for breast cancer research and support services. The approximately 3 km course took place around a beautiful lake, combining sport, solidarity and community spirit.

During Movember, our team embraced the moustache challenge to raise awareness around men’s health. Through this initiative, we raised funds that were donated to InfoMann, an initiative under actTogether Luxembourg. InfoMann’s mission is to promote healthier and more diverse masculine roles in a changing society. The organisation challenges traditional male stereotypes, supports gender equality and focuses on men’s mental health and wellbeing through counselling, education and awareness-raising activities.

We also continue our participation in The Social Goal, an initiative that unites corporate teams across Europe and Asia to support local NGOs. By using sport as a tool for positive change, The Social Goal helps provide children with access to structured, life-changing programmes. Our team competes against other companies for a good cause, always in a friendly and inclusive environment, reinforcing teamwork, solidarity and our shared commitment to making a positive social impact.

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Guernsey

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The Guernsey team has been actively fundraising for our charity of the year. During World Food Day, several colleagues generously brought in dishes from their home countries, while the office also hosted a Pyjama Day to raise funds for the Pink Ladies.

One lucky team member won a day off in a raffle supporting the Priaulx Premature Baby Foundation.

The office came together again for Christmas Jumper Day, raising money for Save the Children.

Several colleagues also participated in volunteer opportunities with the GSPCA and the Russels Day Centre, giving their time to support local causes through hands-on community work.

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Jersey

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In September, a team from the Jersey office attended one of our favourite events, Dragon Boat Racing, in support of Jersey Hospice Care. Our team, Langham Hula, brought the tropical vibes to the race at the Jersey Harbour with grass skirts, colourful leis and lots of enthusiasm. We are proud to have raised £555 for this incredible charity, and it was a brilliant way to combine fun, teamwork and support one of our chosen charities.

We proudly sponsored our colleague Nicki Yates in the Jet Jaunt Passage to Prague challenge, a charity initiative inspired by Race Across the World. Nicki took on this adventure to raise funds for Jersey Employment Trust, a charity that helps Islanders with disabilities or long-term health conditions access employment. As part of our support, we hosted a cake sale in the office, with employees contributing by baking delicious sweet and savoury treats. It was a fantastic effort and we raised £306 towards Nicki’s donations.

On 24 October, our office turned pink for Breast Cancer Awareness Month as we joined the Breast Cancer Now Wear It Pink campaign. With pink balloons and employees dressed in their bright pink outfits, the day was full of colour and purpose. Everyone played their part in supporting this cause, raising a total of £327.

Throughout November some of our colleagues took part in Movember, growing their moustaches to raise awareness and funds for men’s mental health. The donations went to Mind Jersey, helping to fund vital services for those with mental health illness.

To kick off the Christmas season, our team joined Jersey Hospice Care’s Santa Dash. It was a pleasure to see the town come together in such strong festive spirit for a great cause.

To keep the festive spirit alive, we joined Save the Children’s Christmas Jumper Day and the office did not disappoint. From colourful jumpers to full-on festive suits, jackets and hats, everyone embraced the fun while supporting a fantastic cause. It was a brilliant way to celebrate together and raise money for children in need.

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Thank you

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Thank you to everyone across the firm who took part, donated, volunteered or helped organise an initiative this year.

Small actions, sustained over time, add up. We are proud of what colleagues supported in 2025 and we look forward to continuing that work in 2026.

Langham Hall has long worked with North American fund managers, supported by established teams in New York, London and Luxembourg, and across our global platform. We support an established and growing base of North American managers across fund administration, depositary and AIFMD services, combining on-the-ground market context with cross-jurisdiction delivery.

Nick Ware is a Senior Manager at Langham Hall and has spent the past six months based in New York, as part of our transatlantic client team, working closely with colleagues across jurisdictions to support US managers considering Europe.

In this spotlight, Nick reflects on what has stood out since being on the ground — from the pace of decision-making to the small, human factors that shape how cross-border work really happens in practice.

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Being on US time changes the rhythm

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After years of supporting US conversations through regular transatlantic travel, being based full-time in New York has shifted the rhythm of the working day.

“Being on US time makes a real difference,” he says. “You are part of conversations as they happen, not picking them up the next morning.”

That immediacy matters in early discussions with US managers considering Europe. Many conversations now start well before a formal fundraising process, with questions focused on structure, timing and practicality.

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What US managers ask first about Europe

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“The most common questions are still about routes into Europe,” Nick explains. “When does a Luxembourg structure make sense? What are the implications? And increasingly, what are peers doing?”

A lot of what Nick hears is not theoretical. It is practical: timing, sequence and what can be done now, as well as what needs to be built later as the investor base evolves. Managers also want to sanity-check what is becoming more common in the market and what still tends to be treated as bespoke.

Where relevant, Nick helps managers map European oversight requirements onto their structure. That includes the depositary, an independent oversight function with defined duties under European rules, as well as Annex IV reporting throughout Europe.

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Early planning often determines whether momentum builds or stalls

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“European registrations take time, but pre-marketing has changed how managers approach this. Teams can test interest earlier, focus effort where there is real demand and only register once conviction builds. That preparation keeps things moving.”

From a delivery perspective, Nick sees small early decisions making a disproportionate difference. Aligning the access route, expectations and timelines early helps teams avoid duplication later and keeps the process coherent across jurisdictions.

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New York pace and the reality of time zones

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What has stood out most since being on the ground is pace.

“Work here moves quickly. Client service expectations are high and turnaround times are short,” Nick says. “Being available when questions arise, rather than a day later, makes a tangible difference – particularly once Europe has logged off.”

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A smaller market than it looks

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There is also a strong sense of proximity within the industry. “You bump into the market constantly, especially around midtown. It is a smaller world than it looks, and word travels fast. Consistency and follow-through really matter.”

Across all of this, Nick sees a common theme. “There is a real appetite for growth. US managers are looking outward and Europe is firmly part of that conversation. The challenge is making sure the operating model keeps up with the ambition.”

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What good looks like in practice

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Themes Nick sees consistently:

• Teams engage Europe early enough to make pre-marketing useful, rather than reactive
• The access route and its practical implications are agreed up front, not mid-process
• Cross-time-zone coordination is structured so decisions, documentation and next steps stay aligned

For Nick, the value of being on the ground is simple: fewer delays, cleaner decision-making and more continuity as early conversations become live processes.

Based in New York, Nick works alongside teams in London, Luxembourg, the US and across the group to keep transatlantic delivery aligned, from early structuring conversations through to oversight and reporting.

If Europe is on the horizon for your next raise, our team is always happy to compare notes on what we are seeing in the market and how managers are approaching timing, structure and execution. For now, Nick is focused on keeping the transatlantic handover points clean, so clients can move at the pace they need.

Elijah Kanevskiy joins Langham Hall as Head of Luxembourg, reinforcing the firm’s continued investment in its long-established Luxembourg platform. The jurisdiction remains a strategically important hub for European fund structuring, governance and AIFMD services across private equity, real estate, credit, infrastructure and other alternative strategies. It comes as the firm supports a growing pipeline of cross-border fund launches, including increasing activity from North American managers structuring and marketing into Europe.

Elijah joins Langham Hall from Revantage Europe, a Blackstone Group portfolio company, where he served as Chief Financial Officer. In that role, he acted as a director of multiple Blackstone-managed real estate investment entities and was responsible for financial and operational oversight across large, complex multi-jurisdictional structures supporting pan-European real estate strategies.

With more than two decades of experience across real estate and private markets, Elijah brings deep knowledge of fund governance, investor reporting and operating model design. His background spans senior roles at Blackstone portfolio companies, Rhône Group and NorthStar Asset Management, with experience across both Europe and North America. He began his career in public accounting, qualifying as a Certified Public Accountant in New York.

As Head of Luxembourg, Elijah will lead a 260-person team, supporting clients through fund launches and ongoing operations, and working closely with colleagues across Europe, the US and Asia to deliver Langham Hall’s joined-up, partner-led service model.

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“Elijah brings exceptional sponsor-side experience and a deep understanding of what fund managers need from their service partners as structures grow in complexity and expectations around governance and reporting continue to rise. Luxembourg is a critical jurisdiction for our clients, and this appointment strengthens our leadership and delivery capability on the ground.” - Rob Short, Managing Partner at Langham Hall

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"Luxembourg remains central to European fund structuring, particularly for real estate and other private market strategies. Langham Hall’s partner-led model and focus on operational quality and governance strongly resonated with me. I look forward to working with clients and colleagues as we support launches and long-term delivery.” - Elijah Kanevskiy, Head of Luxembourg at Langham Hall

The tone of private equity conversations across Asia is changing.

The prevailing sentiment is no longer defined by broad caution, but by increasingly deliberate choice. Investors are still selective, but the discussion has moved on from whether capital will be deployed to how, where and with whom.

Across fundraising, exits and operations, the emphasis is shifting towards execution, resilience and credibility.

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Selectivity is becoming structural

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Institutional investors are applying a more exacting lens to manager selection. Track record, value creation and exit visibility are no longer supporting arguments; they are baseline expectations.

There is also a growing focus on transparency and investor communication. Fundraising processes are becoming more selective and longer-term, with LPs placing greater weight on how managers explain performance, manage downside risk and demonstrate discipline across cycles.

This reflects a market that is not stepping back from private equity, but engaging with it more carefully.

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Liquidity is now a design question

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Discussions around exits and liquidity reflect the reality of cyclical IPO markets and extended holding periods.

Fund managers are placing greater emphasis on diversified exit planning, including continuation vehicles and secondary transactions. Rather than being viewed as tactical responses, these structures are increasingly being considered earlier in the fund lifecycle.

This marks a more mature approach to capital recycling and portfolio construction, particularly in an environment where timing and flexibility matter.

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Technology is infrastructure, not ideology

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AI featured prominently, but the most constructive discussions were notably pragmatic.

Beyond its role as an investment theme, attention is shifting to how technology is being applied across sourcing, due diligence, portfolio monitoring and operational efficiency. Importantly, governance and human judgement remain central.

The focus is no longer on what technology might replace, but on where it can strengthen decision-making without undermining accountability or control.

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Asia’s role is increasingly functional

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Asia, and Hong Kong in particular, continues to be viewed as a critical connector of global capital.

Rather than promotional narratives, the emphasis is on practical considerations: regulatory clarity, structuring expertise and the ability to bridge regional opportunity with international investor expectations. Southeast Asia, including markets such as Vietnam, is attracting attention for its long-term potential, provided local execution and regulatory understanding are in place.

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What this means for fund managers

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Taken together, these themes point to a market that is evolving in a measured way.

Fund managers that can demonstrate discipline around fundraising, build liquidity thinking into fund structures and apply technology thoughtfully will be better positioned to attract capital and maintain investor confidence.

As sentiment continues to improve selectively, the differentiator will not be optimism, but credibility.

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Completing the ACCA alongside client work is a test of routine, stamina and judgement under pressure. We spoke with Jack Kirk, Assistant Fund Accountant in our UK team, about the habits that kept his studying consistent, what improved his exam performance and the advice he would give to trainees starting out.

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How did you balance full-time work with studying for ACCA and what made it manageable?

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Balancing full-time work with ACCA studies required structure. I found that doing most of my studying early in the morning worked best for me. By coming into work earlier and studying before the working day began, I was able to focus while I was still fresh and avoid fatigue after a full day at work. It also meant my study routine was not disrupted by unexpected late finishes.

I also made an effort to keep my expectations realistic. Rather than aiming for long, overly ambitious study sessions, I focused on consistency. This approach helped me maintain progress through each exam cycle and made the overall process far more manageable in the long run.

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What helped most while studying?

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The most helpful thing was question practice. Working through exam kit questions and reviewing the examiners’ comments gave me a much clearer understanding of what the examiners were looking for and how marks were awarded. This was particularly valuable at the final level, where professional marks play a significant role.

Understanding how to structure answers and communicate points clearly was just as important as technical knowledge and regular question practice helped develop those skills.

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One piece of advice for trainees starting ACCA

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There is a wide range of study resources available, from Kaplan study sessions to the ACCA study hub and online content such as YouTube. My advice to anyone starting ACCA would be to try as many of these resources as possible early on. Everyone learns differently so testing different approaches can help you find the study method that works best for you.

Once you find a method that works for you it becomes much easier to stay engaged and motivated throughout the qualification.

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What do you wish you had known earlier?

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I wish I had realised sooner the importance of practising questions under timed conditions. At the later levels, time becomes one of the biggest constraints. Learning how to answer questions efficiently and effectively is crucial, as there is often not enough time to write down everything you know.

Practising under time pressure earlier would have helped me develop this skill sooner.

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Supporting trainees at Langham Hall

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At Langham Hall, trainees develop technical capability alongside the commercial judgement that comes from client-facing experience. For those studying towards professional qualifications, that means building a routine that is sustainable, knowing when to ask questions and learning from experienced colleagues as work becomes more complex.

Jack’s approach reflects what we encourage across the firm: consistency, strong habits and steady progress, supported by teams that take development seriously.

Why scrutiny is tightening and what fund managers can do in practice

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As capital has flowed into energy transition and sustainable infrastructure strategies, scrutiny has tightened just as quickly. LPs are now testing whether “green” claims can be evidenced and governed over time, not simply asserted at launch. In this environment, greenwashing is less a debate about intent and more a practical risk across fundraising, disclosures and ongoing reporting.

Private markets, and infrastructure in particular, have responded through a rapid expansion in sustainable and ESG-focused strategies, alongside increased allocations to cleaner energy generation and more efficient energy use. Over the past decade, the mandate of infrastructure investing has expanded significantly, directing funds towards investment opportunities supporting these goals as a core investment thesis of long-term capital deployment.

Investing in the energy transition and decarbonisation is not a fleeting trend but a strategic shift that aligns long-term sustainability goals with alpha generation. Current estimates highlight that trillions of dollars of global investment is required to decarbonise energy systems and infrastructure by the mid-century, thus highlighting the indispensable nature of infrastructure funds in the short-long term horizon. For investors seeking stable and sustainable growth with significant downside protection risk, alongside measurable climate impact, these funds offer both a compelling investment opportunity and a pathway to supporting a more resilient low-carbon economy.

However, as investment allocations into sustainable infrastructure continue to increase, the scrutiny of funds positioning themselves as “green” has intensified. Whilst many infrastructure funds genuinely support the energy transition, others face the risk of greenwashing: the practice where sustainability related statements, declarations, actions, or communications do not clearly or fairly reflect the underlying sustainability profile of an entity, product, or financial service.

In practice, greenwashing risk often arises when marketing language moves faster than the data, controls and governance needed to substantiate sustainability claims consistently.

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Where scrutiny is tightening most (what LPs test for)

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• Consistency between marketing language, the strategy’s investment policy and portfolio reality
• Evidence trails for sustainability claims, including data sources, assumptions and governance
• Clarity on definitions: what is included, excluded and how edge cases are handled
• Reporting discipline: consistency across investor reporting, regulatory disclosures and external communications

Why greenwashing is dangerous for investors

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Greenwashing exposes investors to multiple risks, including mispriced assets and capital misallocation, reputational damage, regulatory and fiduciary exposure as well as the broader erosion of trust in sustainable finance markets.

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How managers can help prevent greenwashing

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For fund managers, the risks include regulatory penalties, increased litigation risk and potential personal liability for senior management and company boards with weak oversight of sustainability claims.

Under the UK’s anti-greenwashing rules, all FCA authorised firms must ensure that any references to the sustainability characteristics of their financial products or services are:

1. Consistent with the actual sustainability characteristics of the product or service; and
2. Fair, clear and not misleading.

Additionally, sustainability references should be:

1. Correct and capable of being substantiated;
2. Clear and presented in a way that can be readily understood;
3. Complete, without omitting or obscuring material information, and reflective of the full life cycle of the product or service; and
4. Fair and meaningful, particularly when making comparisons with other products or services.

For many managers, this becomes most apparent during fundraising and in subsequent reporting. LPs will look for consistency between what is said in decks and DDQs, what is disclosed in formal documentation and what is evidenced through underlying data and governance processes.

Practical considerations for ESG oversight

Below are some practical considerations for overseeing ESG within your business to help mitigate the risk of greenwashing:

Governance

• Senior leadership should set a clear expectation that sustainability claims must be accurate, evidence based and subject to strong oversight.
• Effective management information flows that enable management to receive timely and reliable ESG information to monitor risks, performance and compliance within the context of sustainability objectives.

Frontline

• Targeted training and awareness for all staff with specific training on ESG requirements and greenwashing risks.
• Firms should be able to demonstrate sufficient internal expertise to assess, monitor and substantiate all sustainability claims.

Backend

• All ESG data should come from reliable sources and be supported by systems and controls that ensure accuracy and consistency.
• Well-supported and integrated processes and procedures embedded across the investment lifecycle through clear, documented processes.

Processes and procedures

• Automation, validation and reviews processes should be used to reduce manual errors in ESG data and reporting.
• Defined escalation processes to ensure ESG issues are promptly reviewed and addressed by senior management.

As capital allocations to sustainable infrastructure increase and regulatory scrutiny deepens, credibility becomes a differentiator. Clear definitions, robust governance and substantiated sustainability claims protect investor trust, reduce avoidable delay during diligence and help ensure capital is deployed on the basis of evidence, not aspiration.

The independent sponsor model, often called the deal-by-deal approach, is moving from niche to mainstream in European private markets. Long established in the US, this model is now maturing across Europe and the UK, as investors and managers prioritise greater flexibility and alignment.

Independent sponsors differ from traditional private equity funds by sourcing deals first and raising capital on a case-by-case basis, rather than raising a blind-pool fund. The model allows experienced dealmakers to invest without a formal fund structure whilst giving investors greater control and transparency at the deal level.

At Langham Hall, we work with a growing number of private equity and real estate managers adopting this approach to gain flexibility and streamline execution.

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Why independent sponsors are gaining traction across Europe

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1. Flexibility and visibility for investors

As investors seek greater oversight and flexibility in capital deployment, limited partners (LPs) increasingly value the ability to assess each investment individually. The independent sponsor model offers transparency and control over commitments, helping LPs manage exposure and maintain discipline in volatile markets. Independent sponsors are also free from the constraints of a traditional fund strategy, having the agility to pursue diverse opportunities and adapt swiftly to changing market conditions.

2. Simpler economics and (often) earlier returns

Independent sponsors typically earn a combination of closing fees, management fees and carried interest, creating a flexible and performance-driven economic model.

• Carried interest remains the primary incentive and is usually realised on a deal-by-deal basis, often allowing sponsors to receive carry earlier than in traditional fund structures with a ‘whole of fund’ waterfall, where carry is often payable towards the end of the J-curve. Terms are often bespoke, with a growing number of managers choosing a tiered approach rather than fixed-percentage or straight-line waterfalls. In a tiered waterfall, managers typically see three to four carry tiers with escalating percentages once returns exceed agreed hurdles.
• Closing fee (also known as arrangement or deal fees) compensates sponsors for the time, effort and risk involved in sourcing and executing transactions.
• Management fee (sometimes described as monitoring, consulting or advisory fees) compensates sponsors for ongoing oversight of the investment vehicle and portfolio company. In most cases, this fee is charged to the target company rather than investors, reflecting the sponsor’s active management role.

Together, these features can reduce cost and complexity whilst improving alignment between sponsors and investors, supporting efficient capital deployment and earlier returns.

Partners at Addleshaw Goddard, Jan Gruter and Ben Cocoracchio, note that: “Europe’s independent sponsor community has expanded quickly, with sponsors and investors converging on clearer deal terms.”

3.    Building track record

For managers aiming to establish a track record, starting as an independent sponsor offers a practical route ahead of a blind pool fundraise. Successful transactions can demonstrate capability and create a foundation for a future institutional fundraise.

For example, in 2023 we supported a new independent sponsor who completed five platform investments, and several add-ons, before launching their first blind pool fund in 2025. The fund subsequently held a first close late last year, with capital committed from both new and existing LPs.

Moving from deal-by-deal execution to a first blind pool fund comes with a whole new set of considerations, but it is often the natural progression for sponsors as their track record and LP relationships evolve.

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Structural considerations for the deal-by-deal approach

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Independent sponsors in Europe are increasingly turning to cost-efficient and lightly regulated structures. Guernsey and Jersey, in the Channel Islands, have become attractive domiciles, offering flexibility via options such as the Guernsey Protected Cell Company (PCC) and the Jersey Private Fund.

In the UK, managers may use the Appointed Representative regime, operating under the regulatory umbrella of an authorised Principal, such as Langham Hall. This can enable faster execution timelines and quicker capital returns whilst maintaining compliance with local requirements. In the case of JVs and SMAs, these will often be classified as a Collective Investment Scheme (CIS) in the UK which will require the appointment of an FCA operator.

These structures support the model’s entrepreneurial nature, allowing sponsors to focus on deal origination, due diligence and value creation rather than fund structuring and regulation.

Irrespective of structure, the sponsors that scale most effectively put standardisation in place early. Consistent economics and expense allocation, clear conflicts governance and a repeatable reporting approach reduce friction and support a clean transition if Fund I becomes the destination.

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Langham Hall’s view

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The recent downturn in blind-pool fundraising has brought the independent sponsor model into the spotlight, and the rapid growth in this market suggests it is more than just a passing trend. For many managers, it represents a deliberate shift towards a more flexible and efficient way to participate in private markets without the constraints of traditional fund structures.

At Langham Hall, we continue to see rising interest from both sponsors and investors exploring bespoke, transaction-driven models. We support these sponsors right at the start of their journey, as an Appointed Representative, and subsequently with the administration of the respective investment structures. With the right governance and structuring, starting as an independent sponsor can serve as a bridge between entrepreneurial investment and institutional-level execution.