Private markets are entering a new phase, shaped less by capital abundance and more by caution, control, and adaptability. After several years of market instability, limited partners (LPs) like Family Offices, HNWIs, Institutions and Pension Funds are rethinking how they commit capital. Many are now moving toward deal-by-deal investing, where they can retain visibility, manage liquidity more actively, and influence the deals they support.
This shift is not just about preference. It reflects broader concerns around macro uncertainty, regulatory pressure, and slower liquidity cycles. For general partners (GPs), this means adjusting how they engage with LPs, structure investments, and build operational systems that support a more selective and transparent approach.
From shifting LP expectations to structural and operational considerations, we look at what this means for fund managers and syndicate leads navigating today’s private markets.
Why Deal-by-Deal Investing Is on the Rise
Deal-by-deal investing is gaining traction as LPs face tighter liquidity and growing uncertainty about market timing. According to CSC’s 2025 outlook, more than half of GPs (54%) reported flat deal volumes in 2024, with 13% seeing a decline. Although sentiment is improving, with 89% of GPs expecting deal volumes to rise this year, LPs are being more selective.
Three main reasons are behind this shift:
- Liquidity Pressures
Bain’s 2025 Global PE Report pointed out that LPs received fewer distributions in 2024. This has led many to hold back from long-term fund commitments and instead seek investment formats that allow quicker returns. - Desire for Control and Customisation
LPs are seeking more influence over which assets they back. Co-investments, club deals, and separate managed accounts give them more say and the ability to align with sectors or geographies they know well. - Flexibility to Act on Opportunities
GPs anticipate stronger deal flow in 2025. LPs want to participate, but on terms that suit their risk appetite and liquidity needs. Deal-by-deal models offer a way to do that without committing to blind pools.
Given these factors, GPs who can move quickly and offer tailored structures may have an advantage. As deeper-pocketed LPs re-enter the market, the ability to act promptly and selectively will be essential.
How Deal-by-Deal Differs from Traditional Funds
With LP expectations evolving, choosing between traditional commingled funds and deal-by-deal models is now a strategic decision. Each comes with benefits and trade-offs.
Commingled funds remain a standard structure, especially in the United States. They offer scale and efficiency, pooling capital into a blind or semi-blind vehicle that gives GPs broad investment discretion. Many institutions continue to back these funds due to familiarity and operational simplicity.
Deal-by-deal models, by contrast, let LPs evaluate and select individual deals. This reduces blind pool risk and can offer more favourable economics. These models are increasingly popular in Europe and Asia-Pacific, where cross-border activity and compliance obligations add pressure for transparency and control.
In Asia-Pacific, where many deals involve multiple jurisdictions, flexible structures such as Special Purpose Vehicles (SPVs) and co-investments are often essential to navigate local tax and regulatory frameworks.
The Role of Co-Investments and Syndicates
Co-investments and syndicates are now central to how LPs engage with opportunities. These setups give investors access to specific deals with fewer layers and more direct exposure.
CSC’s 2025 research also found that 75% of GPs expect co-investment activity to grow. In Europe, institutional LPs are using them to meet ESG targets. In Asia-Pacific, sovereign wealth funds and family offices seek targeted exposure without full-fund commitments.
Syndicates, particularly those led by emerging fund managers or Solo GPs, allow for collaborative investing while keeping control over structure and decision-making. They also help GPs expand their LP network by offering a transparent and focused investment path.
Challenges and Risks of Deal-by-Deal Investing
While flexible, deal-by-deal investing comes with administrative and operational challenges. Regulatory expectations are increasing globally. GPs must comply with multiple disclosure requirements such as BEPS 2.0, UBO filings, and FATCA/CRS, especially when managing layered SPVs across jurisdictions.
Timing is also a challenge. These deals often move quickly, leaving LPs little time for due diligence. GPs need to be ready to launch and close transactions without delay. Without the right systems or outsourced support, execution can become a bottleneck.
There are also talent gaps. In markets like Asia-Pacific, there is a shortage of professionals with the expertise to manage complex SPV structures. As a result, 63% of GPs globally have increased their reliance on third-party administrators to keep up.
What This Means for GPs and Syndicate Leads
The growing demand for customisation and speed is reshaping how GPs and syndicate leads operate. LPs expect more visibility and faster turnarounds, but are also more selective about who they invest with and how.
Trends in Deal Flow and Exit Activity
While 2024 was largely stagnant, GPs are optimistic.
- 96% expect deal values to rise in 2025.
- 89% expect deal volumes to grow.
In this environment, GPs who can act fast, set up compliant structures, and clearly engage LPS are well placed to capture these opportunities. Syndicate leads with strong operational systems and clear investor communication are also likely to stand out.
Fee Structures and Economic Alignment
As LPs commit capital on a deal-by-deal basis, fee expectations are changing.
- Many GPs are shifting toward success-based or carry-only fee structures in co-investments and syndicates.
- Some LPs expect reduced or waived management fees when they underwrite deal-specific risk and provide rapid capital deployment.
Transparency is key. LPs want transparent reporting on deal performance, ESG outcomes, and expected exits. GPs must either invest in their systems or work with partners that can consolidate and standardise this information.
Is the Fund Model Dead or Evolving?
The traditional fund model continues to play a role, though it is no longer the default. LPs are asking for more flexibility, transparency, and shorter commitment periods. In response, GPs combine structures like co-investments, continuation vehicles, and SPVs to meet those demands.
Managing this shift means facing new costs and compliance demands. Technology and outsourcing will be essential to stay efficient and credible. Syndicate leads, in particular, will benefit from platforms that support fast, compliant, and repeatable deal execution.
The fund model is evolving into something more modular and LP-driven. GPs that embrace this change and bring operational readiness and clear communication will be best placed to lead the next stage of private markets growth.
Ready to Launch a Syndicate That Meets LP Expectations?
As LPs seek more control and faster access to high-quality deals, syndicate leads need a structure to keep pace. Auptimate’s Angel Syndicate SPV helps leads quickly create investor-ready vehicles, manage compliance across jurisdictions, and clearly present deals.
If you are preparing to launch a syndicate-led deal, book a call to learn how Auptimate can support you quickly and clearly.
