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.”

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

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Why it matters:

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

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The key update:

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

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

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Built for speed; now built for scale.

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

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

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

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Real-world adoption

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

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

Langham Hall’s view

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

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

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.

We are pleased to announce that we have expanded our global partnership with the promotion of four senior professionals. These appointments strengthen leadership across key financial hubs and reflect the firm’s continued investment in expertise, long-term client relationships and scalable growth.

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Alongside these four partnership promotions, Langham Hall has recognised talent across the business, with a further 17 being awarded long term incentives and a total of 144 employees promoted worldwide, reinforcing the firm’s commitment to internal progression and long-term value creation.

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Langham Hall now has 14 partners globally, each directly leading expert teams and ensuring senior-led client service, technical precision and deep market insight across private equity, real estate, infrastructure and debt.

Newly appointed partners

• Richard James (UK) – As Head of UK, Richard oversees the firm’s UK fund administration business. He joined the business in 2024 and was previously Global CFO of Savills Investment Management, bringing deep expertise in financial strategy, governance and operations.
• Joseph Hindi (USA) – Appointed in 2023 to lead Langham Hall’s US expansion, Joseph has been instrumental in scaling fund administration and accounting services.
• Maria Thorsted (Luxembourg) – Since joining in 2023, Maria has complemented the client and team focus with operational efficiency and risk management. As Head of Luxembourg, she will continue to scale the firm’s Luxembourg platform while ensuring best-in-class service delivery.
• Christian Mohr (Luxembourg) – A core architect of Langham Hall’s AIFM Luxembourg business, Christian has deep private equity and real asset expertise. With a background in audit and over 15 years of experience, he enhances the firm’s regulatory and governance capabilities across Europe. He joined the business in 2018.

A selective, structured path to partnership

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Becoming a partner at Langham Hall involves a process which is highly selective and merit-based – reserved for the most talented professionals in the field. Unlike corporate structures where promotions can be tenure-based, Langham Hall ensures that each partner is a practitioner and leader, directly overseeing a team of experts and maintaining high-touch client relationships.

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This latest round of promotions reflects Langham Hall’s commitment to quality, long-term partnerships, and independent growth. As a partnership-led firm, Langham Hall prioritises senior access, technical depth and fast decision-making – ensuring clients benefit from the best expertise in the industry.

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Investing in people, expertise and technology

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Langham Hall’s success is built on deep industry expertise, a relationship-driven approach and seamless technology integration. The firm combines expert leadership with innovative fund services, ensuring that clients receive precision, transparency and scalable solutions.

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Rob Short, Managing Partner said: “At Langham Hall, we don’t just grow in size; we grow in strength. Each of our new partners has demonstrated exceptional leadership, technical expertise and a commitment to long-term client success. Their promotions reinforce our ability to deliver high-touch service across global financial centres while remaining independent, client-focused and technology-driven.”

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