Analysis

2025 Private Markets Year-End Review

As 2025 draws to a close, private markets continue to reflect a year of shifting macro conditions, uneven activity across asset classes, and a stronger focus on liquidity and portfolio management. This review outlines the key trends that shaped private equity, infrastructure, real estate, and private debt over the past 12 months.


Private Equity:
2025 Year in Review

man in boardroom staring out of window
  • Private equity dealmakers endured a volatile year, as tariff changes put the brakes on an encouraging start to 2025.
  • With hopes that 2025 would herald an M&A revival put on ice, pressure on GPs to clear portfolio backlogs and make realizations remained unrelenting.
  • Continuation vehicle volumes continued to climb as managers made full use of the alternative exits routes available to them.
  • Fundraising remained challenging, as LPs held off from backing new funds liquidity and program cash flows improved.
  • Positive sentiment did begin to build in the second half of the year, with banner deals in Q3 2025 boosting year-on-year deal value comparisons.
Elliott Brown

Elliott Brown

Global Head of Private Equity

A Year Defined by Resetting Expectations

The private equity market entered 2025 with optimism that early signs of deal momentum, stabilizing valuations, and modest improvements in liquidity would translate into a sustained recovery. But as the year unfolded, shifting macro conditions, uneven policy signals, and persistent portfolio pressures forced managers to recalibrate those expectations. While pockets of activity strengthened − particularly in later quarters − the broader environment remained characterized by caution, selective dealmaking, and a continued focus on managing through legacy backlogs. This backdrop frames the dynamics that shaped GP sentiment and market behavior across the remainder of the year.

A Slower Than Expected Deal Recovery

GPs’ hopes that 2025 would finally be the year that private equity M&A activity rallied, never quite materialized, as shifts in US trade policy and volatile stock markets put the deal recovery on hold.

Despite the DOW reaching all time highs, the last 12 months have not been easy for private equity managers, who started 2025 with the expectation that flattening inflation and interest rate cuts in key markets would signal a turn in deal activity figures following a 36-month period of declining buyout transaction flows.

US tariff announcements in April, and the subsequent market dislocation, dashed any hopes of a deal revival in 2025, but in the final two quarters of the year, once dealmakers had assessed the impact of tariff shifts on earnings and portfolio companies, buyout activity did show signs of improvement.

Global buyout deal value for Q3 2025 hit US$377.34 billion, according to Dealogic figures analyzed by law firm White & Case – the best quarterly figures recorded since the market peak of 2021 and 59 percent above Q2 2025 totals. This lifted the buyout deal value for the first nine months of 2025 to US$911.04 billion, bringing it in line with full-year figures for 2024 and putting the buyout market on track to exceed US$1 trillion in annual deal value for the first time since 2022.

Landmark deals – most notably the $55 billion take-private of video game developer Electronic Arts in the biggest leveraged buyout in history – also pointed to an improving backdrop for buyout deals.

Crucially, momentum on the new buyout front was mirrored when it came to exits, with global exit value for the 9M 2025 coming in at US$468.02 billion – 84 percent up on the same period in 2024 and already ahead of the full-year exit value totals for 2023 and 2024.

After the initial tariff announcement shock, dealmakers gradually returned to business as the global economy rode out tariff disruption and interest rate cuts in the US, UK and Europe filtered through capital markets and brought down debt costs, facilitating more affordable deal financing.


Fundraising lagged deal rebound

The uptick in exit activity, while encouraging, was not large enough to put a meaningful dent in the backlog of unsold assets that had built up since 2022 and constrained the ability of managers to make distributions to their LPs.

According to PwC, the private equity industry still held an estimated US$1 trillion of unrealized assets halfway through 2025. Bain & Co.’s analysis, meanwhile, highlighted that while current exit volumes were broadly in line with 2019 levels, buyout managers were holding twice as many assets in their portfolios now as they were then.

With limited cash returns coming back to them, LPs had limited wiggle room to make commitments to new funds.

Fundraising through the first three quarters of 2025 fell to US$569.5 billion, according to PEI figures – the lowest fundraising total for a Q1-Q3 period in five years and around 22% down on the fundraising for the corresponding period in 2024.

GPs adapted to clogged exit channels by using alternative methods to unlock liquidity. At the beginning of 2025, Bain’s analysis showed that nearly one in every three portfolio companies in buyout portfolios (30%) had already undergone some form of liquidity event, ranging from minority stake sales and dividend recaps to NAV financings and continuation vehicle (CV) deals.

The continuation vehicle (CV) structure, in particular proved a popular option for expediting liquidity, with figures from Jefferies showing that CV deals accounted for almost a fifth (19%) of private equity exits through the first half of 2025.

The CV structure proved to be flexible through the course of the year, with GPs not only making us of single-asset CV liquidity at relatively attractive valuations (90% of single asset CVs priced above 90% of NAV, according to Jefferies) but also constructing multi-asset CVs to provide investors with much wider and deeper liquidity optionality.

The rise of non-institutional capital

The challenging fundraising market also served to strengthen the tailwinds behind the rise of private wealth investment into private equity.

The constraints in the institutional fundraising market obliged managers to broaden their investor base and innovate to unlock new pools of investors – most notably in the non-institutional space.

This drove a significant increase in the formation of evergreen fund structures (including interval funds and semi-liquid funds, among others), which were launched to facilitate more flows from private wealth into private equity strategies.

Analysis from HSBC Asset Management found that the net assets for the largest 16 private equity-focused evergreen funds registered with the US Securities and Exchange Commission (SEC) increased more than sixfold between 2021 and 2025, from US$10 billion to US$61 billion. The increase between 2024 and 2025 alone was 68%, reflecting the rapid growth of the non-institutional wealth channel through the year.

Retooling the private equity production line


For private equity managers, grasping the CV and private wealth opportunities not only necessitated a shift in investment and fundraising strategy, but also a significant operational overhaul.

As CVs and private wealth grew in 2025, managers encountered added layers of complexity in their operational model.

In the CV context, for example, asset pricing and reporting transparency, not to mention the capacity to support additional fund structures, demanded enhanced reporting and back-office capability. GPs also had to manage LP wariness of CV structures when they were in an incumbent investor position, particularly in multi-asset deals where portfolio companies included in the package were valued as a group rather than individually. Managers had to respond by producing granular pricing detail, as well as providing comprehensive reporting for the CV structures on their books.

GPs who dipped their toes into the non-institutional fundraising market, meanwhile, found that they had to ramp up their investor relations content output to reach a much broader, more disparate non-institutional investor base, often through distribution partners.

GPs also had to scale up back-office capability to service the preferred fund structures that non-institutional investors sought out when making allocations to private equity. New requirements included publishing monthly NAV figures and managing liquidity sleeves to ensure that vehicles could meet redemptions.

In addition, managers had to step up as LPs undertook detailed reviews of their fund exposures through the cycle of market dislocation – raising the bar on GP reporting.

From back office to front office, 2025 proved a challenging year for private equity firms − one that GPs nonetheless managed to navigate and adapt to.

Conclusion

Taken together, 2025 was a demanding but defining year for private equity. Managers contended with volatile markets, tighter operational and reporting requirements, and shifting investor dynamics, yet continued to broaden liquidity routes and refine their models to manage complexity. The year’s developments ultimately underscored the sector’s ability to adapt under sustained pressure.

Private Debt:
2025 Year in Review

Location in New York
  • Private debt posted good returns for investors and enjoyed strong fundraising support in 2025.
  • Patchy M&A markets, however, limited deployment opportunities and increased competition for deals.
  • Private debt managers reduced margins and eased lending terms in the race to win financing mandates.
  • The formation of private credit continuation vehicles and private credit CLOs climbed in 2025, reflecting the asset class’s sophistication and maturity.
Jessica Mead Headshot 2025

Jessica Mead

Global Head of Private Debt

A Year of Strength and Structural Change

Private debt delivered another strong year in 2025, buoyed by resilient performance, healthy investor demand, and the asset class continued appeal as a flexible source of capital. While macro volatility and tariff-related market dislocations influenced deployment conditions, private debt managers benefited from fundraising momentum and borrowers’ growing preference for speed, certainty, and tailored structuring.

At the same time, intensifying competition, evolving loan features, and new fund architectures signaled a sector continuing to mature and expand its role within private markets.

Performance, Fundraising, and Market Dynamics

Strong investor returns and steady fundraising support underpinned private debt’s solid performance in 2025.  The asset class delivered exceptional risk-adjusted returns for LPs and continued its run of outperforming leveraged loan, high yield bond, and investment grade debt markets.

At a time when fundraising in other private-markets asset classes stalled and sputtered, fundraising for private debt in first nine months of 2025 reached US$252.7 billion – a record high for any Q1-Q3 period – as investors recognized private debt’s exceptional performance.

Competition Intensifies

Private debt’s unique selling points – speed and certainty of execution, no requirement for borrowers to obtain credit ratings, and flexible structuring – proved particularly relevant for borrowers in the first half of the year.

Tariff tumult saw public debt markets all but shutter in Q2 2025, with figures from White & Case and Debtwire recording a 16% fall in US and European syndicated loan and high yield bond issuance between the first and second quarters of 2025, opening the way for private debt players to fill the void.

Through the second half of the year, however, as the tariff fallout settled, syndicated loan markets reopened and rallied strongly to present stiff competition for private debt players in market still characterized by limited deal financing transaction flow.

According to Bloomberg, Wall Street banks had built up a pipeline of more than US$20 billion of M&A debt financing heading into the final quarter of 2025, winning mandates off private credit players by pricing debt at very low margins. Private credit players also faced pressure to defend existing loan books, as the low pricing offered by leveraged loan markets lured private credit borrowers with the opportunity to refinance debt at cheaper rates.

Private debt players had to respond by squeezing margins and upping leverage. Figures from Deloitte show that the margins on most private credit loan issuance dropped below five percent in 2025, while margins greater than six percent became a rarity. Leverage multiples increased during the same period, with around one in two new deals leveraged at more than 4x. There was a sharp spike in the volume of private credit deals levered at 5x or more.

Private debt funds also had to offer other bells and whistles to stand out from the crowd. Payment-in-kind (PIK) features, which allow borrowers to add interest payments to the principal balance of a loan rather than paying in cash, for example, became an increasingly common feature in private debt structures.  

Research from investment bank Configure Partners showed that the inclusion of PIK features in terms when private debt loans were issued increased from 14.8 percent of loans in Q2 2025 to 22.2 percent in Q3 2025. The margins on these PIK facilities also compressed in 2025, as lenders narrowed pricing to win transactions.

Ratings agency Moody’s, meanwhile, noted that covenant-lite structures, historically only a feature of syndicated loan issuance, had become more common in the private credit space.

Dealing with Defaults

Private debt players also had to contend with growing concerns around default risk after the headline-grabbing defaults of auto-sector lender Tricolor and car parts supplier First Brands, where private credit lenders had exposure. Following the defaults, some industry executives expressed concerns that more hidden pockets of distress in private credit could emerge in the coming months, leading to potential losses for managers and investors.

Private credit was singled out for scrutiny following these defaults, even though BSL markets and banks carried exposure to the same borrowers, Indeed, private credit portfolios actually held up well in 2025, with KBRA DLD Default Research forecasting a direct lending default rate for 2025 of just 1.5 percent – lower than syndicated loan and high yield bond markets.

Nevertheless, covenant breaches did increase through the year, and even though breaches remained below longer-term averages, managers did have to invest more time and resources into managing portfolio credits in these situations.

A New Era of Operational Sophistication

In addition to building up their benches of workout and restructuring expertise, private debt players also had to upgrade their operating models as they followed private equity’s example and adopted new fund and distribution structures.

During the last year continuation vehicle (CV) structures became more prevalent in private credit, as private credit managers looked to extend hold periods for portfolio credits that hadn’t been able to exit to original timelines and required refinancings, term amendments and maturity extensions.

In workout situations extended hold periods were also required, although private credit funds also used CV deals to parcel up existing loan portfolios and sell to secondaries investors as a way to expedite payouts to existing investors.

The private credit market also saw an increase in the launch of private credit collateralized loan obligations (CLOs), which package up portfolios of private credit loans that are then securitized and sold off in tranches.

Bank of America forecast that the market was on track to deliver US$50 billion worth of private credit CLO formation by the end of 2025 – an all-time high. Executing private credit CLO deals required private debt managers to invest in additional accounting and legal expertise to manage the securitization process, structure special purpose vehicles to house portfolios, obtain ratings, and manage ongoing CLO administration.

Outsourcing partners stepped in to support private credit managers as they took on these higher back-office workloads and helped managers to focus on their core business of loan origination, underwriting and portfolio management in what proved to be an exciting but increasingly complex market.

Conclusion

Taken together, 2025 underscored private debt’s resilience and growing sophistication. Managers navigated a competitive environment marked by tighter margins, evolving borrower demands, and the increasing use of advanced fund and distribution structures.

Despite periods of market disruption, the asset class continued to attract capital and reinforce its role as a core component of private markets. As private credit strategies matured and operational expectations rose, the year demonstrated the sector’s ability to adapt, innovate, and maintain momentum in an increasingly complex landscape.

Real Estate:
2025 Year in Review

architecture London buildings
  • Despite tariff dislocation and geopolitical uncertainty, 2025 was a year of recovery and relative stability for real estate on the equity side.
  • Total real estate investment showed double-digit year-on-year gains in 2025, while real estate fundraising was set to beat 2024 totals.
  • Lower interest rates in the US and Europe brought down financing costs and debt markets were open for business.
  • The ongoing fall-out from the Chinese real estate crisis continued to linger and concerns about AI valuation bubble gave some cause for concern, but overall sentiment was positive the year drew to a close.
Max Dambax Headshot 2025

Maximilian Dambax

Global Head of Real Assets

Signs of Stabilization After Years of Volatility

Real estate entered 2025 on the back of prolonged macroeconomic and sector-specific pressures, including rising interest rates, weak bricks-and-mortar retail, and subdued office demand. Yet as the year progressed, falling financing costs, improving transaction activity, and pockets of resilience across logistics, data centers, and select regional markets signaled a broader reset.

While geopolitical uncertainty and tariff-driven volatility still weighed on sentiment, the asset class began to show clearer signs of stabilization compared with the disrupted post-pandemic period.

Market Recovery, Sector Divergence, and New Demands Drivers

After prolonged period of rising interest rates, declining bricks-and-mortar retail and falling office space demand post-pandemic, 2025 was a year of reset and recovery for real estate.

Despite market disruption in Q2 2025 following US tariff announcements, direct real estate investment activity rallied strongly in Q3 2025 to come in at US$213 billion for the quarter, boosting year-to-date transaction volumes by 21 percent on 2024 levels, according to JLL.

The STOXX Global 3000 Real Estate Index, meanwhile, was showing gains of close to 10 percent towards the end of 2025, as real estate real estate valuations stabilized following an extended run of market volatility and pricing uncertainty.

Steadier Outlook Support Fundraising

The improving backdrop for real estate investment was good news for private real estate fundraising, which fell to a five-year low in in 2024, but rallied through the course of 2025.

PERE figures showed real estate fundraising coming in at US$164.39 billion for the first nine months of 2025, a 24.1 percent year-on-year increase on the same period in 2024, and already close to matching the full year total of $167.39 billion for 2024. In another signal pointing to a fundraising recovery, the proportion of funds closing below target fell from 62 percent in 2024 to 49 percent through the first nine months of 2025.

Headwinds Still to Navigate

Annual fundraising for 2025, however, did not match the US$299.38 billion raised at the peak of the market in 2021, and global real estate assets under management remained on a downward slope, dropping to US$3.8 trillion according to the latest figures compiled by real estate industry associations ANREV, INREV, and NCREIF.

Green shoots did emerge, but the industry still had a way to go to claw back lost ground.

Real estate balance sheets were still stretched as a result of falling asset values and higher interest rates through the market downcycle. Refinancing debt remained challenging, and while lenders did afforded real estate borrowers breathing room by extending terms, a US$936 billion wall of commercial real estate debt is due to mature in 2026, according to S&P Global Market Intelligence, loomed over the industry

Real Estate investors also had to grapple with the ongoing fallout from the ongoing downturn in the Chinese real estate space, one of the biggest real estate markets in the world and a cornerstone of the Chinese economy, ran into its fourth year.

Despite various stimulus measures to support the Chinese market, real estate valuations didn’t improve, and large-scale developers have faced large losses and financial distress. The fallout rippled out, impacting other Asian property markets – and beyond.

Real estate investors also kept a close eye developments in the AI sector, the spur for investment in data center assets and one of the strongest real estate fundraising categories in 2025.

Three of the ten largest real estate funds that  closed in 2025 – the US$7 billion Blue Owl Digital Infrastructure Fund III, the US$3.64 billion Principal Data Center Growth & Income Fund, and the US$11.7 billion DigitalBridge Partners III Fund – were raised to invest in data center assets, which accounted for just under a third (31 percent) of real estate fundraising in 2025, according to PERE.

Rising concerns around the risk of an AI valuation bubble, however, surfaced in the final quarter of the year, leading to share price volatility in stocks with AI exposure.

Technology share prices stabilized following strong earnings reports and positive revenue forecasts from key players in the AI ecosystem, but real estate managers did take pause to spend more time sense-checking data center and AI investment cases.

Upward Trajectory

For all the complexities and challenges that managers encountered in 2025, interest rate cuts by central banks in the US, UK and Europe were a much-welcomed macro-economic development, and brought down debt servicing costs for real estate assets. This helped real estate dealmakers to refinance debt and push out maturity walls, as well as facilitate a clearer picture on asset valuations.

Indeed, closer alignment on pricing was observed in 2025 and positively impacted the market, with analysis from Savills analysis showing an increase in average real estate transaction sizes in 2025. According to Savills there was a 14 percent increase in the number of individual properties trading for more than US$100 million, and a 17 percent uptick in the value of portfolio and entity level deals. Big cheque sizes suggest increasing confidence on the part of buyers.

Fundraising trends, meanwhile, also indicated that private real estate managers were finding assets at attractive entry valuations, and add value to properties sentiment improved.

Opportunistic real estate investment strategies, which present the highest return potential but require significant upfront redevelopment and construction investment in underperforming assets, accounted for 40 percent of the real estate capital raised across the first nine months of 2025, according to PERE. This highlighted the opportunity to invest in assets that had been passed over in recent years because of market volatility.

Real estate investors also began to feel the benefits a favorable supply-demand imbalance (particularly in segments such as office real estate) that became a feature of the market as new developments went on hold due to market uncertainty and elevate financing costs in prior years.

In the office segment, for example, new groundbreakings had fallen to a record low in the US and Europe, according to JLL, and most new property pipelines had been pre-leased. As a result, global office leasing climbed to it is best level since 2019. Global office vacancy rates dropped, and prime sites were at a premium, supporting leasing growth.

Other real estate categories also looking in good shape, albeit with some regional differences.

In logistics real estate, for example, leasing improved in North America and Europe in Q3 2025, although Asia markets were more cautious on the back of tariff and export uncertainty, although logistics presented opportunity for savvy buyers who were able adapt to changes in trade policy. Retail was another bright spot, with store openings outpacing store closures in the US, according to JLL, while in Europe and high growth Asian economies premium sites were in high demand with space limited.

Real estate has had rough ride through the last 36 months, but as interest rates come down and valuations recover, 2025 marked a year where the asset class finally has a chance to turn the corner.

Conclusion

Despite persistent challenges—from the ongoing fallout in China’s property sector to volatility in office markets—2025 marked a turning point for global real estate. Falling interest rates, firmer transaction activity, and renewed investor appetite helped stabilize valuations and support a gradual recovery in fundraising.

Strength in logistics, data centers, and select regional markets further underscored the sector’s adaptability in the face of macro and structural headwinds. While not all segments rebounded equally, the broad improvement across pricing, liquidity, and sentiment suggested that real estate finally began to regain its footing after several difficult years.

Infrastructure:
2025 Year in Review

architecture London buildings
  • Private infrastructure posted excellent fundraising numbers in 2025 as managers reaped the rewards for delivering solid returns.
  • Investment cases benefitted from favorable long-term growth drivers, with digital infrastructure and power driving deal flow.
  • Areas of complexity emerged in the renewables sub-sector, where the US and European markets diverged.
  • Infrastructure secondaries and infrastructure debt provided infrastructure GPs and LPs with welcome pools of liquidity.
Max Dambax Headshot 2025

Maximilian Dambax

Global Head of Real Assets

Growth Anchored by Fundamentals

Infrastructure continued to demonstrate resilience in 2025, supported by strong fundraising momentum, robust long-term demand drivers, and solid underlying fundamentals across core and emerging sub-sectors.

While market volatility, policy shifts, and technology-led disruption influenced activity, investors remained focused on the asset class’s capacity to deliver stable returns and capital deployment opportunities. These dynamics shaped a year marked by both sustained growth and evolving complexity across the global infrastructure landscape.

Market Performance, Capital Flows, and Sector Dynamics

The positive long-term outlook for infrastructure investment growth and a good run of returns boosted private infrastructure fundraising in 2025.

By the end of Q3 2025 private infrastructure fundraising had already achieved a record annual high, as fundraising for the first nine months of 2025 reached US$200 billion – the first time the asset class had crested the US$200 billion mark ever, according to Infrastructure Investor data.

The share of private infrastructure funds closing on target, meanwhile, climbed more than three-fold, from nine percent in 2024 to 31 percent in 2025. Funds also took less time to reach a close, with average time on the road down by more than six months when compared to the previous year.

The strong 2025 fundraising numbers reflected private infrastructure’s consistent returns performance. Analysis of the MSCI Private Infrastructure Asset Index by commercial real estate services and investment business CBRE showed private infrastructure posting 11.5 percent rolling one-year total returns – outperforming listed infrastructure and global bonds over a three- and five-year investment horizon.

The industry’s returns performance was grounded in solid underlying fundamentals, with the requirement for investment in water and sanitation, electricity and power, and transport and logistics capacity increasing as global populations grow.

These fundamentals supported positive growth in global private infrastructure investment, with CBRE analysis of Infralogic data showing a 22% year-on-year gain through the first nine months of 2025, with investment reaching US$960 million for the period.

Shifting Ground

One of the single-most important drivers of infrastructure’s overall performance and deal flow in 2025 was the data center market, where huge investment in AI spurred robust demand for digital infrastructure.

McKinsey forecast in the summer that capital expenditure on data center infrastructure could reach as much US$1.7 trillion by 2030 – predominantly driven by AI expansion.

The positive momentum from the data center boom rippled out into other infrastructure sub-sectors, most notably power. Electricity consumptive data centers drove up power demand and pricing, with McKinsey models projecting that data power center would require1,400 terawatt-hours of power by 2030, representing four percent of total global power demand.

There were, however, some bumps in the road for the AI growth story during the year. In August a research report compiled by the Massachusetts Institute of Technology (MIT) found that 95 percent of organizations were deriving zero return from investments in AI, raising concerns of an AI bubble. Market anxiety around the sustainability of AI spending peaked again in November, leading to share price drops across the board for large technology companies.

Positive earnings from chipmaker Nvidia – a key bellwether for the sector – eased AI bubble concerns, but the year closed with infrastructure stakeholders taking a more measured approach on AI and data center growth projections.

Renewables Reset


Renewable energy was another infrastructure sub-sector that encountered volatility and complexity in 2025.

In July the US passed legislation to phase out tax credits for wind and solar projects by 2027, rather than the original 2032 deadline. This left developers facing truncated project timelines and under pressure to accelerate project developments, or risk losing tax credit benefits.

The phase out of tax credits followed an earlier executive order from the White House temporarily withdrawing offshore leasing for wind power, as well as the Securities and Exchange Commission (SEC) dropping its defense against state-led lawsuits challenging its climate-related disclosure rule.

The shifts in the US led to divergence from the European position, where the EU retained the key pillars of its environmental legal framework, including the Corporate Sustainability Reporting Directive (CSRD) and Corporate Sustainability Due Diligence Directive (CSDDD), although the EU did bring forward proposals to ease the compliance burden of these directives for small and medium-sized enterprises.

The European Central Bank (ECB), meanwhile, continued to integrate climate risk into its operations, and the European Investment Bank (EIB) signed off on €15 billion of green transition funding.

This left infrastructure managers with US and European LP bases and operations having to walk a fine line between the ESG and climate priorities of US and European regulators and investors.

Nevertheless, renewables still represented the single biggest category for infrastructure fundraising in 2025, with the US$20 billion raised for Brookfield’s Global Transition Fund II – which will focus on investment in the transition to clean energy – the third biggest infrastructure fund close in the first nine months of 2025. Brookfield cited an “any and all” approach to ramping up power capacity as a key driver of low carbon energy production, with clean energy an essential component to meet growing demand for power, not just from data centers, but also from the electrification of transport and industry.

Political instability may have shaken up the investment case for investment in decarbonization and renewable energy infrastructure, but investors continued to see long term value in the industry.

Sophisticated Structuring to the Fore

Infrastructure also saw momentum build in areas such as infrastructure secondaries and infrastructure debt, which injected additional liquidity and flexibility into the asset class.

According to private markets investment adviser Stafford Capital Partners infrastructure secondaries deal volume was on track to climb by around 50 percent in 2025 and reach approximately US$15 billion for LP-led deals, and between US$15 billion and US$20 billion for GP-led transactions.

The increase was spurred by a combination of the liquidity requirements of private markets programs and the use of secondaries markets to manage exposure to regulatory change and geopolitical uncertainty.

Infrastructure debt provided a similarly useful pool of liquidity to complement infrastructure M&A and project development, as well as offering investors an opportunity to diversify their fixed income portfolios and lock in consistent yields uncorrelated to public markets.

Infrastructure debt assets under management (AUM) grew at a compound annual growth rate (CAGR) of 23.1 percent, according to Institutional Investor, and positioned infrastructure debt as an increasingly sizeable and influential constituent of the infrastructure funding mix.

The growth of these adjacent pools of capital in the infrastructure ecosystem provided valuable support to infrastructure dealmakers, who sought out partners to provide liquidity and share risk.

Conclusion

Overall, 2025 reinforced infrastructure’s position as a resilient and strategically important private markets asset class. Strong fundraising, dependable performance, and accelerating demand in areas such as digital infrastructure supported continued growth, even as policy shifts and renewables volatility added layers of complexity for managers and investors.

The expanding role of infrastructure debt and secondaries, combined with divergent regulatory developments across the US and Europe, further shaped capital flows and operating conditions. Despite these challenges, long-term fundamentals remained intact, underscoring infrastructure’s ability to adapt and attract capital in a rapidly evolving environment.

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Operational Alpha: a differentiator for venture firms

In a market where venture capital firms are navigating heightened deal investment and fundraising uncertainty, managers are ramping up back-office capability to counterbalance front office risk.

Alter Domus reviews how venture CFOs and COOs are building smarter back offices to support the growth and long-term strategic objectives of their firms.


architecture escalator scaled

Venture capital firms are facing the most challenging deal and fundraising backdrop in more than a decade. Investment in operational infrastructure is helping managers to navigate it.

In the first half of 2025 global venture fundraising came in at just US$41.6 billion, according to Venture Capital Journal (VCJ), down from US$60 billion over the same period in 2025 and the lowest first half total in eight years. Venture capital investment volume, meanwhile, fell to a record quarterly low of 7,551 deals in Q1 2025, according to KPMG, with the second quarter not much better as a challenging investment backdrop persisted.

A scarcity of LP allocations and transaction flow has thrown venture capital deployment and fundraising schedules out of kilter and intensified competition between managers for capital and deal flow. In the face of these headwinds, operational excellence is becoming point of difference for managers in a competitive market.

A factor in fundraising

For venture firm CFOs and COOs, the growing importance of the back-office as a differentiator when competing for LP capital is a game changer.

Historically the primary predictor of fundraising success was front office excellence and track record, and the ability of managers to identify and execute on the best deal targets and maximize investor returns. The back office was a necessary but primarily administrative function.

There is a general consensus across the industry, however, that CFOs have taken a more strategic role within venture capital firms, with the CFO role expanding beyond fund reporting to include involvement and time spent supporting investor relations, marketing and portfolio management and reporting.

This has been a catalyst for the traditional siloes between the back office and front office breaking down. Operational infrastructure is now a key enabler of front office success, with the CFO and COO setting this interface and participating in the implementation of technology and service provider support to build out of centralized operational processes and data infrastructure that underpin core front office functions.

Indeed, due to the increasing sophistication of the LP base, LPs are paying closer attention to back-office capability when deciding which managers to allocate limited capital resources to. According to Private Funds CFOs 2025 Insights Survey, 36 percent of respondents said LPs were paying closer attention to operational and infrastructure capabilities – up from 22 percent a year earlier.

A robust operating model is seen as a risk mitigator for LPs when selecting managers, as LPs require the managers they back to have the right people, processes and technologies in place to support strong governance and protect firms against downside risk. Alter Domus has noted a steady increase in due diligence requests from investors and prospective investors. These have involved calls, questionnaires and onsite visits to fund administrators.    

A sound operational model is also a key enabler for managers to scale as they stay on top of ever-changing fund structures, co-investment, SPVs, continuation vehicles and special account fund structures.

The venture ecosystem hasn’t been isolated from trends reshaping the wider private markets space, where a wider mix of investors, with varying returns objectives and tax and regulatory obligations, comprise a manager’s core LP base. This includes servicing a potentially growing base of non-institutional investors allocating to venture strategies through semi-liquid and interval structures, which require the management of liquidity sleeves and the more regular publication of net asset value (NAV) marks. Venture managers have been pioneers in development of evergreen and permanent fund structures. Blue chip venture managers, including Sequoia and Thrive Capital, are among the venture firms to have launched permanent capital funds with indefinite fund lives. Some of these funds can hold public stocks, a natural fit for early venture investors in what are now some of the world’s largest companies.

In a market where liquidity is at a premium (distributions as proportion of private markets NAV well to 11 percent in 2024, the lowest percentage in a decade, according to Bain & Co analysis, LPs are also placing premium on managers with the back-office capability to manage capital calls and distributions with maximum efficiency.

Cash-constrained LPs will not want to face capital calls too early or have cash locked up unnecessarily because of a premature call. LPs will also note which managers can expedite timelines for distributions. With distributed-to-paid-in (DPI) now almost as important as IRR for LPs when backing managers, the way firms handle cash management processes, capital calls and distributions, has been elevated from relatively low value, administrative work to a key differentiator for LPs.

The speed of capital calls can also present a venture firm as more attractive in competitive deal auctions and funding rounds. In a deal environment that is low volume and more competitive, having an efficient cash management model (opening accounts, issuing capital calls, funding deals) that doesn’t create a bottleneck or pose as a risk area can make the difference in winning or losing a deal. 

Venture regulatory and reporting demands are also intensifying. In addition to meeting LP expectations for more frequent and granular reporting on fund and portfolio company performance, venture firms are also having to steer through regulatory change, with the next iteration of the EU’s Alternative Investment Fund Managers Directive –  AIFMD II – applying from April 2026, and the US Securities and Exchange Commission (SEC) issuing record levels of financial penalties in the 2024 fiscal year. With data privacy regulation and environmental, social and governance (ESG) compliance also on the venture manager to do list, the regulatory and reporting ask of venture firms has never been more demanding.

The challenge of scaling the back-office

For the venture CFO and COO, who are responsible for laying the foundations and strategic direction of their franchises, an innovative approach to overhauling old expectations of how a firm’s venture back office looks and operates has become necessary to put firms on the right trajectory.

Keeping up with the expanding expectations of the venture capital back-office presents significant cost challenges and complexity for managers, and it is the responsibility of the CFOs and COOs to lead the organizational transformation required to keep their firms in tune with changing market dynamics.

Venture firms have long-operated as nimble, efficient partner-led organizations focused predominantly on deal execution and fundraising. Back-office requirements were relatively light touch and could be handled by small, inhouse teams.

In the current market, CFOs and COOs are under the pressure to determine the best course of action; continue with the in-house model and invest in hiring and growing the team, along with implementing technology to manage increasing operational workload; or partner with service providers.

Exploring the options: insourcing vs outsourcing

Historically venture managers have been slower to adopt an outsourced model than other asset classes.  Venture structures have been relatively straightforward to administer, especially for emerging managers where structures may be simple and the volume of investors per fund small enough to manage effectively inhouse. For many of the smaller VCs, cost sensitivity has been another factor for insourcing.

There is also a sensitivity around confidentiality. Several venture deals will be confidential, which has led to some nervousness about sharing too much information with third-party service providers.

The insourcing model, however, does present challenges that venture CFOs and COOs have to consider.

To keep up with increasing complexity, investor expectations and regulatory demands, back-office teams are leaning more and more on technology, software, process automation and AI tools.  Advances in technology will also be led by many of the companies that venture managers have invested in and are familiar with. As a result, venture managers will be more familiar and comfortable with automation, AI and new technology, and will find technology more valuable and easier to implement.

The private markets industry has already embarked on this technology trajectory, with an industry survey led by Alter Domus and Deloitte recording that well over half of managers are already utilizing digitization and automation in daily operations, and that almost 63 percent anticipate that AI and GenAI will have a significant impact on the alternative investment industry. The survey found that respondents saw streamlining operational processes, enhancing decision-making capabilities, and increasing portfolio performance areas where digitization and tech-adoption should focus.

Keeping pace with tech adoption, upgrading and transitioning legacy technology platforms, and training and recruiting back-office teams that are fit for purpose, however, requires significant upfront capital expenditure that can prove overwhelming for venture managers – especially if this investment would otherwise have been directed into core front office dealmaking resources and recruitment.

According to VCJ, the average venture fund in H1 2025 closed at US$124.5 million, the lowest average recorded in six years. With smaller funds and fee income than other private markets strategies, such as buyouts or private credit, venture firms will often lack the budgets to add to inhouse teams, invest in new technology platforms and retain back-office staff who are being stretched as reporting and regulatory workflows increase.

Outsourcing presents a solution to these capital expenditure and tech-adoption bottlenecks.

Outsourcing fund administration specialists service thousands of managers and funds, across multiple asset classes and geographies, and are thus able to achieve economies scale that enable them to deliver high-value fund accounting, fund administration and investor services as significantly lower costs than an individual venture manager in isolation.

Fund administrators will also be engaging with regulatory and technology developments, on behalf of clients, on a daily basis and have the scale to deploy dedicated teams with deep expertise in these areas to support venture clients.

Outsourcing providers can also advise venture managers on the software and technology platforms best matched to a manager’s deal strategy and investor base, and leverage relationships with technology vendors to roll-out bespoke solutions at competitive price points that can be benchmarked by LPs.

Fund administrators can also provide venture clients with access to proprietary and automation tools that are fit for purpose, allowing managers to reinvest in other aspects of their business. Alter Domus, for example, has invested significant capital in data analytics and workflow automation, which clients can use to drive efficiencies across the back-office. Clients using these tools have reported efficiency gains of between 10 percent and 20 percent.

The evolution outsourcing

The fund administration industry, however, has recognized some of the challenges presented by “old-fashioned” outsourcing arrangements and has tailored services that allow venture managers to retain the ready access to data and institutional knowledge that an insourced model provides, at the same time as unlocking the cost-efficiencies and scale that an outsourced model can offer.

Fund administrators can now provide co-sourcing operating models where data is held in a cloud environment, rather than behind an administrator firewall, and can be accessed by both manager and fund administrator as required.

For CFOs and COOs this removes the friction points of going back and forth to an administrator when fielding LP information requests, but still gives the manager the back-office scalability and cost advantages of an outsourced model.

In addition, co-sourcing makes it easier to switch administrators if a manager chooses to, as the manager retains control of the platform and software its back-office data is running on.

Lastly, another outsourcing model that growing managers have found compelling is the “lift out”.  This involves a number of the manager’s incumbent team leaving and becoming employees of the fund administrator, while continuing to support the same funds they covered in-house. Institutional knowledge isn’t lost, and the manager retains continuity of the team servicing the funds, while putting in place a more scalable and cost-effective operational model for the future. 

Building partnerships

As the venture capital ecosystem faces an operational inflection point, where operational infrastructure evolving from a back-office matter to strategic differentiator, working with a tech-enabled fund administration provider can help venture managers to level up their back-office capability without drawing resources and senior partner attention from the core business of raising and deploying capital and delivering returns to LPs.

Relationships between managers and outsourcers, however, are deepening and becoming more sophisticated, to best meet manager requirements.

A fund administrator is no longer just providing arms-length services and basic support, but serving as long-term partner to managers as their operational requirements develop and change.

Managers will now turn to their fund administrators for advice on the optimum operational model for their organization and support on how to execute business transformation, manage data migration and implement new systems. Fund administrators will also advise on the technology and software that best dovetails with a manager’s operational model and keep managers up to date on regulatory and compliance requirements.

A fund administrator like Alter Domus can provide genuine strategic value to venture capital CFOs and COOs as they navigate the shifting industry backdrop, serving not just as provider of basic support functions, but as an important partner and counsel.



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Analysis

Venture capital investment: Key sector themes

Venture capital investment has grown strongly through the first quarter of 2025, despite a volatile macro-economic backdrop. AI investment has been the primary engine of the asset class’s resilience, but other sector themes have also driven deal flow.


Tim Toska
Group Sector Head, Private Equity

technology brightly colored data on screen

In the face of volatile stock markets, tariff uncertainty and sustained elevated interest rates venture capital investment has proven remarkably resilient. In the first three months of 2025 global venture investment reached a 10 quarter high of US$126.3 billion and up 53 percent year-on-year from US$82.3 billion in Q1 2024, according to KPMG figures.

Investment in AI and machine learning technology funding rounds has been the single biggest driver of venture capital investment resilience, accounting for close to 60 percent of combined venture deal value in Q1 2025, according to Pitchbook.

But while the importance of AI to the health for the venture deal ecosystem in the current market is undeniable, but behind the AI-driven headlines, other sectors are also generating and interest and deal flow.

Alter Domus reviews five key sectors attracting investment from venture capital managers:

1. AI and machine learning:

    Without the contribution of AI funding round activity, overall venture capital funding round investment figures would have come in much weaker.

    AI has been a hot ticket for investors, with the long-term growth trajectory and application of AI technologies supporting robust valuations and investor appetite for exposure to fast-growing AI start-ups with proven technologies.

    The US AI space has been particularly active, with OpenAI, the developer of ChatGPT, closing the largest private tech in history with a US$40 billion funding round that valued the business at US$300 billion. In other US AI deals large-language model (LLM) competitor Anthropic raised US$4.5 billion across two closings and AI-powered augmented reality company Infinite Reality raised a US$3 billion round to lock in a US$12.5 billion valuation.

    AI investment activity also corner-stoned the European venture market, although the focus was more on AI-industrial applications as opposed to the LLM deals that led the US market. Healthcare-led AI companies such as Neko Health and Cera landed funding rounds of US$260 million and US$150 million respectively.

    AI also animated Asian venture capital, with the release of Chinese LLM AI company DeepSeek, which can operate with less computing power than other models, opening up AI to a wider pool of users and driving Asian technology giants Alibaba and Tencent to launch their own AI-offerings.

    2. Healthtech and biotech:

    The healthtech and biotech segment also showed positive investment growth, rising by 30.4 percent in Q1 2025 to reach US$3.5 billion from 185 transactions.

    Investment in health and biotech has benefitted from overlaps with the red-hot AI sector, with numerous large funding rounds secured by businesses straddling both segments, such as the abovementioned deals involving preventative healthcare group Neko Health and in-home care platform CERA.

    But while AI shaped investment in healthtech and biotech, other sector verticals have also managed to progress funding rounds. Windward Bio, for example, a clinical stage drug developer, landed a US$200 million Series A funding round, while FIRE1, a medical devices developer focused on heart failure care, landed a US$120 million round.

    Other funding rounds – for companies spanning a range of therapeutic drug research, digital health technology and scanning and drug delivery areas – have also progressed, illustrates the sustained interest in the healthcare space from venture capital investors.

    3. Cleantech

    Despite policy shifts in the US on energy transition and environmental, social and governance (ESG), cleantech and climate-focused assets have continued to attract interest from investors.

    Even as the policy focus on energy transition shifts, venture capital investors around the world have continued to bank on the long-term requirement for diversified energy sources, energy security and decarbonization in all modern economies.

    In the US, X Energy, a developer of small, modular nuclear technology, raised US$700 million in an upsized Series C funding round, while Helion, a fusion reactor business, raised US$425 million in a Series F round.

    Outside of the US, Chinese cleantech group SE Environmental secured a US$688 million round, while German real estate energy management company Reneo and Australian vertical farming group, Stacked Farm, closed rounds of US$624 million and US$150 million respectively.

    4. Defencetech

    Escalating conflict in Eastern Europe and the Middle East, coupled with a shift to satellite-, autonomous- and AI-powered defense system has supported a strong growth in defencetech venture investment, with CB Insights forecasting that at the current run rate defencetech investing will reach US$6 billion by end of 2025 – a 62 percent increase on 2023 levels.

    In Europe funding round highlights have included sizeable funding rounds for Defence AI software company Helsing and drone manufacturer, Tekever. The US generated even bigger defensetech deals – including a $600 million raise by autonomous naval defense technology group Saronic Technologies, a $240 million raise for aerospace-focused ShieldAI, and a $250 million raise by anti-drone systems developer Epirus.

    5. Fintech

    The fintech sector has been focused on the exits and realizations of existing assets, but investment opportunities have continued to emerge, with CB Insights tracking an 18 percent quarter-on-quarter increase in fintech funding to US£10.3 billion for Q1 2025.

    A rally in investment in crypto and blockchain assets, including large rounds such as the US$2 billion deal for Maltese crypto exchange Binance, contributed to the increase in fintech investment, with a number of crypto assets also testing out markets for exits.

    Outside of the crypto and blockchain space, Mexican buy-now-pay-later (BNPL) platform Plata secured a US$160 million round to achieve unicorn status, while Israeli fintech services provider Raypd landed a US$500 million round to support its acquisition of PayU.

    Other areas to watch:

    In addition to the core investment themes listed above, venture managers have also kept tracking longer-term investment trends. These are other investment themes to watch:

    6. Quantum computing:

    Quantum computing – an advanced form of computing based on the principles of quantum mechanics – has the potential to solve calculations and complex problems that current computing systems can’t deliver.

    The sector is still relatively nascent, but venture managers are moving actively to build exposure to the sector, with quantum computing groups raising more than US$1.25 billion in Q1 2025 – more than double the year-on-year comparison.

    As the sector moves into the commercial domain, and is not solely used in a research and development context, more commercial applications and investment opportunities are opening up.

    7. Graphene:

    Graphene – a feather-light but incredibly strong substance with huge potential across the construction, manufacturing and industrials sectors – is expected to grow at a compound annual growth rate (CAGR) of 35.1 percent between 2024 and 2030 and become a US$1.61 billion market, according to Grand View Research.

    Compared to other venture verticals, funding rounds are still relatively small, but with demand for the substance expected to increase across the energy storage, aerospace and car-making industries, this is an area venture firms are going to be paying ever closer attention to.

    8. Synthetic biology:

    Synthetic biology – a science applying engineering principles to living systems – has the potential to transform the availability of personalized medicine and food production and is forecast to grow at a compound annual growth rate (CAGR) of 23.2 percent between 2025 and 2035, according to Vantage Market Research.

    Venture capital players have invested steadily in synthetic biology research, but commercial applications are still some way off and transitioning the sector from one receiving steady private sector capital flows at seed level, into a sector the presents an attractive risk-reward proposition for venture investors deploying scale-up levels of capital is still some way off.

    9. Robotics:

    Venture investment in robotics has cooled since 2021, when funding rounds totaled US$14.7 billion versus around US$7.5 billion last year, according to Dealmaker reports.

    The sector, however, has continued to attract sizeable, albeit concentrated funding rounds, as companies combine physical robotics capability with AI tools.

    Physical Intelligence, for example, a start-up that develops “brains” for robots secured a US$2 billion valuation when closing its recent US$400 million funding round.

    In another notable deal Apptronik, a humanoid robotics company based in Texas, closed a Series A funding round at US$350 million. The company is building intelligent robots that can be deployed in the manufacturing, health care and social care sectors, among others.


    Analysis

    Global venture capital in 2025: A bifurcating market

    Headline venture capital investment figures point to an asset class in rude health, but in reality, the picture is more complex. Alter Domus reviews the drivers behind strong investment levels and why some parts of the venture market and performing better than others.


    architecture escalator scaled

    At first glance, the global venture capital market appears to be booming.

    Venture capital investment in Q1 2025 climbed to a 10-quarter high of $126.3 billion, rising from $118.7 billion in the previous three months, according to KPMG; some 35 Unicorn assets (start-ups valued at US$1 billion or more) were formed through the quarter, the second highest quarterly total since 2023, according to Pitchbook, and generative AI platform OpenAI landed a record setting US$40 billion funding round at the end of March.

    These headline numbers, however, do not tell the full story. Overall venture investment may appear strong, but the asset class has not escaped the fallout from elevated inflation and interest rates, stock market volatility and global trade uncertainty.

    Investment value is up, but venture capital deal volume is down. In Q1 2025 only 7,551 deals crossed the line, down from 8,801 deals in the previous quarter and a record quarterly low, according to KPMG. Meanwhile, a Bain & Co analysis shows a 23 percent year-on-year decline in venture capital fundraising, with Pitchbook recording a year-on-year decline in venture capital exit value, which totaled US$322.8 billion in 2024 versus US$331.2 billion in 2023.

    A two-tier market

    The gap between robust investment activity on the one hand, and falling fundraising and exit value on the other, reflects the emergence of a two-tier venture market that is bifurcating by sector and size.

    Perhaps the starkest contrast to emerge is the widening disparity between the red-hot levels of deal activity involving AI-linked companies and start-ups in other sectors.

    Indeed, close to a third of total funding round activity in Q1 2025 was generated by the mega OpenAI funding round, with large-language model AI start-up Anthropic another heavyweight contributor to headline numbers, landing a US$4.5 billion funding round raise. Other companies with specific AI-linked capabilities, including KoBold Metals, a developer of AI-powered mining exploration tools, and AI healthcare company Cera, were among the other high-profile performers.

    The dominance of AI and machine learning has been such that it accounted for 57.9 percent of combined venture deal value – an all-time record share of the market, according to Pitchbook.

    There have been a few other bright spots in the market, most notably in European defense-focused groups, with the Nato Innovation Fund and Dealroom recording a 24 percent rise in investment in European startups focused on developing defense and defense-related technology. Drone maker Tekever and defense software company Helsing have been among the big winners, as European governments and business ramp up defense spending in response to the ongoing Ukraine war.

    Investors and dealmakers appear to be doubling down on select segments of the market, upping investment in these areas while putting investment in other areas on hold until macro-economic uncertainty abates. This is one of the main reasons for falling investment volume at time of rising investment value.

    Fundraising falters

    Macro-economic volatility has also impacted venture capital in a similar way to the buyout space, with volatility making it increasingly difficult to exit portfolio companies at attractive pricing, which then limits the distributions managers are able to make LPs, who in turn have to put the brakes on supporting new fundraising until managers start returning more cash to investors.

    This dynamic has shaped what has been a tough fundraising market – which is expected to remain challenging in the near-term as a much anticipated “exit window” is pushed back yet again.

    Venture dealmaker had entered 2025 with quite confidence that the year ahead would herald an improving environment for exits, with IPO markets (a crucial exit channel for venture-backed assets) set to reopen as inflation pressures eased and interest rates assumed a downward trajectory.

    Escalating trade tension and tariff uncertainty, coupled ongoing conflict in Ukraine and the Middle East, and associated stock market volatility, however, have pushed back any optimism for a wave of exits back to the second half of 2025 at least, or even into 2026.

    Venture-backed companies that have test the IPO waters have struggled to land successful listings at stable prices, while other venture portfolio assets that had been gearing up for big-ticket IPOs have delayed their prospective listings due to market uncertainty.

    Exiting via funding rounds involving larger venture firms has also been testing, with Pitchbook noting that in the US – the world’s largest venture ecosystem – more than a quarter of funding rounds in Q1 2025 were flat or down rounds (where a start-up raises money at a lower valuation than in previous funding rounds).

    There are signs that trade tariff dislocation may be abating, and stock markets have recovered losses from earlier in the year, laying a firmer foundation for potential exits through the second half of 2025. Markets, however, are still choppy, and it will take time for managers to build the necessary comfort to put companies on an exit pathway.

    Opportunities ahead… but uncertainty lingers

    Through this period of dislocation, opportunities to invest in high-quality, high-growth venture assets will continue to emerge. AI will more than likely continue to dominate deal activity, although defense and cybersecurity startups will also be high on dealmaker target lists.

    Other sectors will also present compelling investment opportunity, although in smaller volumes, with cleantech and fintech the sectors outside of AI and defense that dealmakers are keeping an eye on.

    Until there is a sense of wide macro-economic stability, however, the bifurcation theme that has shaped the venture investment during the last 12 months will continue to set the tone for market activity through the rest of 2025.





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    Analysis

    5 operational challenges faced by venture capital firms

    Venture capital (VC) is a form of private equity investment financing that involves investing in early-stage startups with high-growth potential. VC firms aim to generate substantial returns for their investors by fostering the growth of these companies and eventually achieving a successful exit, such as through an IPO or acquisition.

    However, despite the promising nature of venture capital, firms often encounter a range of operational challenges that can hinder their ability to manage investments effectively and maximize returns.

    In this article, we’ll discuss five key challenges that VC firms commonly face and discuss how leading fund administrators like Alter Domus are helping firms overcome them, streamline operations, and stay focused on delivering investor value.


    colleagues in meeting in skyscraper

    Challenge 1: Managing capital calls and distributions 

    Venture capital firms will routinely issue capital calls to draw down committed funds from limited partners (LPs). And when they exit portfolio companies, they will issue distributions.

    However, both of these processes come with several challenges that can affect fund efficiency, investor satisfaction, and even regulatory compliance. 

    For example, capital calls require precise timing. Calling capital too early, i.e., before the VC firm is ready to deploy it, such as before finalizing a deal, can tie up investors’ cash unnecessarily and lead to frustration. Conversely, calling it too late can lead to missed investment opportunities or cash shortfalls.

    Additionally, coordinating capital across multiple LPs can be complicated, especially when managing large or global investor bases. There is also the issue of making sure that each investor’s share of the capital call is calculated correctly. This can also be complicated, especially when the firm is managing a mix of different commitments or investment tiers. Miscalculations can cause legal issues or investor dissatisfaction.

    In distribution terms, these often depend on successful exits, which are unpredictable. Timing them to meet investor expectations while preserving portfolio value can be difficult. Also, managing distributions often involves complex calculations to ensure each LP receives their correct share of returns.

    Distributions also have tax implications, which can vary by investor. For example, U.S. investors may be taxed differently from foreign investors. Managing these tax complexities while ensuring compliance with local and international tax regulations can be a big challenge for VC firms.

    Challenge 2. Navigating complex fund structures

    As venture capital firms grow and take on more investors, some often set up different types of funds to meet various needs. 

    For example, they might create co-investment vehicles for large investors, special purpose entities (SPEs) for single deals, or parallel funds to handle different tax or regulatory requirements. 

    These structures can unlock strategic advantages for VC firms and attract a wider range of investors. However, they also introduce a host of operational, legal, and compliance challenges for venture capital management. 

    Having multiple entities of fund structures means more data to track, including fund performance, investor allocations, fees, and distributions. Keeping everything accurate across these entities can be difficult.

    Different fund structures may also fall under various regulatory regimes. Keeping up with ongoing filings, disclosures, and audits across jurisdictions can be costly and error-prone.

    In the same vein, different fund structures often come with varying tax implications, especially when dealing with cross-border investments. Managing these complexities and ensuring tax efficiency for both the firm and its investors can be a daunting task. Inaccurate tax reporting or inefficient structuring can lead to unexpected liabilities or penalties.

    Furthermore, explaining the structure, rights, fees, and returns across different vehicles to LPs can be challenging. Complex structures can obscure performance and increase LP concerns about transparency and alignment of interests.

    Challenge 3: Meeting an expanding regulatory environment

    As the venture capital and private fund industry, in general, matures, governments and regulatory bodies across the world are ramping up their oversight, creating new compliance burdens that funds must follow. 

    This expanding regulatory environment poses significant challenges for VC firms.

    Complex global regulations:

    Many VC firms often execute deals  and raise capital from LPs in multiple countries, each with its own set of regulatory frameworks. Adhering to diverse national and international regulations, such as securities laws, tax codes, and anti-money laundering measures, can be cumbersome and time-consuming.

    In Europe, for example, the Alternative Investment Fund Managers Directive (AIFMD) imposes strict obligations on fund managers, particularly around reporting and investor disclosures.

    Dynamic regulatory landscape:

    Regulations are continually evolving. A regulatory framework that is compliant today may no longer be so tomorrow. This requires firms to be proactive in monitoring changes and adjusting their strategies accordingly.

    Rising compliance and operational costs:

    Meeting regulatory demands can be expensive. Firms must invest in compliance teams, legal counsel, and technology systems. These rising costs can strain smaller firms and divert capital away from growth-oriented activities.

    Constraints on strategic flexibility:

    Regulatory considerations, including ESG-related requirements, may limit the types of investments firms can pursue or slow down decision-making as additional due diligence becomes necessary.

    Data privacy and cybersecurity pressures:

    Regulations like GDPR impose strict obligations on how personal and financial data is handled. VC firms must ensure strong data protection protocols are in place or risk fines and reputational damage.

    With stricter regulatory oversight, VC firms face an increased risk of legal action for non-compliance, which could include monetary fines and penalties.

    For example, the SEC reported it had filed a total of 583 enforcement actions against firms in 2024 ​​and secured a record-breaking $8.2 billion in financial penalties, the highest total in its history. Legal action against a firm can lead to reputational damage, which in turn can affect a firm’s ability to attract future investors or raise additional funds.

    Challenge 4: Delivering accurate and timely LP reporting

    Modern LPs, armed with greater knowledge and a more discerning approach to their investments, are demanding a richer and more frequent flow of information from venture capital management.

    However, delivering on these expectations is not without its challenges for VC firms. Here are some hurdles companies currently face.

    Complexity of data collection and aggregation:

    VC firms often invest in multiple startups, each with its financial systems, performance metrics, and stages of development. Aggregating data from these diverse sources, including equity positions, valuations, fund expenses, and portfolio performance, can be time-consuming and prone to errors.

    Valuation challenges:

    One of the most significant challenges in VC reporting is valuing early-stage investments accurately. Unlike public companies, which have easily accessible market prices, early-stage startups often lack clear market comparables, making valuations more subjective.

    These valuations are typically determined through methods like discounted cash flow (DCF) or using comparable company analysis, both of which can be influenced by assumptions that may not be universally agreed upon.

    This subjectivity introduces potential discrepancies between what different LPs consider the “true” value of the portfolio. Furthermore, the valuation of startups can fluctuate dramatically based on the latest funding rounds, exits, or market conditions, making it difficult to provide consistent and reliable valuation data in a timely manner.

    Custom reporting requirements:

    LPs often have unique reporting requirements based on their investment strategies, risk profiles, and other preferences. Meeting these customized reporting needs while maintaining accuracy and consistency can be challenging, particularly for smaller VC firms with limited resources.

    Internal resource constraints:

    Many VC firms, especially smaller ones, lack the resources or dedicated staff to manage the heavy workload required for accurate LP reporting. This can lead to overburdened teams, delays, and errors in reporting, which can negatively impact investor confidence.

    Manual processes and lack of automation:

    Many VC firms still rely on manual processes for collecting, organizing, and analyzing investment data. This increases the risk of errors and delays and makes it challenging to produce accurate and timely reports.

    Challenge 5: Scaling operational infrastructure and talent

    As venture capital firms grow, success brings a new set of operational demands. 

    Early-stage VC firms can often function effectively with lean teams, informal processes, and minimal infrastructure. But as they raise larger funds, expand their portfolios, and attract more established LPs, this becomes unsustainable. Firms must scale their operation infrastructure and talent to support this expansion and growth.

    But again, many firms experience challenges in this area.

    For example, as the firm grows, it needs to hire specialized professionals across various functions, including deal sourcing, legal, operations, and portfolio management.  The demand for skilled individuals in these areas is high, and with many firms competing for the same talent, recruitment becomes costly and time-consuming. Finding candidates who not only have the necessary skills but also align with the firm’s culture is a big challenge.

    Once the right talent is acquired, retaining it can also be an issue. Failing to build a clear career progression path, offer competitive compensation, or provide sufficient work-life balance can lead to high turnover, which disrupts operations and increases recruitment costs.

    Operationally, scaling infrastructure often means higher costs. As the firm’s portfolio and the number of deals increase, so do the demands for more sophisticated systems and tools. Firms must invest in technology and support to handle portfolio management, investor relations, and reporting. These tools can require significant upfront costs for software, licensing, and implementation, and ongoing maintenance expenses. 

    For many VC firms, outsourcing some of these operational tasks to specialized service providers can be a good practical solution, as we’ll see in the next section.

    How outsourced venture capital services address these challenges

    To overcome some of the challenges outlined above and streamline their operations, many VC firms are turning to outsourced VC service providers like Alter Domus.  

    These firms offer the expertise, technology, and dedicated resources needed to manage critical back-office functions that would otherwise consume significant time and effort if handled internally.

    For instance, these providers offer advanced fund administration platforms and experienced teams capable of managing every stage of capital calls and distributions. They can handle everything from calculating individual LP obligations to processing payments and providing detailed transaction reporting.

    To address the increasing demands of regulatory compliance, these providers often have dedicated compliance teams that stay current with evolving rules. They can assist with developing and implementing compliance programs and managing regulatory filings, thus helping firms stay compliant. 

    Outsourced service providers can also help VC firms improve the quality, consistency, and transparency of their reporting. These providers typically bring a combination of experienced professionals and purpose-built technology platforms that streamline the reporting process and ensure greater accuracy.

    For example, they offer technology and resources to centralize financial and operational data across funds, integrating information from multiple systems into a single, unified platform. This approach reduces the need for manual data entry, minimizing errors and ensuring that all financial information is accurate and up-to-date.

    Many service providers offer secure, user-friendly online portals where VC firms and stakeholders can easily access real-time reports, transaction histories, and performance data. This centralized access enhances transparency, allowing firms to share information quickly and efficiently with investors, auditors, and other key parties.

    Finally, outsourcing offers a flexible and cost-effective solution for scaling operational infrastructure and talent. Firms gain access to a scalable pool of specialized professionals and technology platforms without the fixed costs and management overhead of building an in-house team.

    Wrapping: Venture capital operational challenges

    Venture capital firms face a range of operational challenges as they grow and manage increasingly complex portfolios. These challenges as seen include managing capital calls and distributions, meeting expanding regulatory compliance requirements, delivering accurate and timely LP reporting, finally and scaling operational infrastructure and talent.

    However, these operational complexities don’t have to hinder growth and success. By strategically partnering with specialized service providers, venture capital firms can access the infrastructure, technology, and expertise needed to tackle these challenges effectively. 

    Additionally, outsourcing frees up VC firms to focus on what really drives value, which is identifying, investing in, and nurturing high-potential, innovative companies.

    Explore Alter Domus venture capital solutions to learn more about how we can help you optimize and streamline your operations.

    Analysis

    How fund administration supports scaling-up venture capital operations

    Every venture capital firm aspires to grow with time, whether that means raising larger funds, managing a broader portfolio, or expanding into new markets. However, growth often comes with increased operational complexity.

    As the firm expands, managing critical tasks like capital calls and distributions, investor reporting, compliance, and governance in-house can start straining internal resources and divert attention from core fund priorities like sourcing deals and providing strategic support to portfolio companies.

    In light of this, many VC firms are increasingly turning to professional fund administration.  These services provide the expertise, systems and infrastructure that VC firms need to scale effectively, without sacrificing operational efficiency or affecting the ability to meet their obligations to investors and regulatory authorities. 

    In this guide, we’ll dive deeper into the role of fund administrators in helping VC firms scale, including the key functions these entities provide.


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    Challenges of scaling up venture capital operations

    Before we get into how fund administration can enable more efficient scaling, let’s first look at three major operational challenges that many venture capital firms face as they expand their operations.

    Increased fund complexity

    Scaling a venture capital operation usually includes either launching more funds, managing larger funds, or structuring funds in increasingly complex ways. All these changes add operational strain to the firm.

    • Increased number of funds: Managing multiple funds, each with its own investment focus, lifecycle, and mandate, creates a higher administrative burden. More funds require more resources to ensure each operates smoothly and in line with its objectives.
    • Larger funds: Bigger funds demand more disciplined capital deployment, enhanced reporting, and a stronger internal team to manage investor relations.
    • Complex fund structures: Specialized funds, such as region-specific funds, co-investment vehicles, and special purpose entities (SPEs), introduce additional layers of governance, reporting, and compliance obligations.

    Regulatory burdens increase

    Growth venture capital firms also tend to increase their exposure to regulatory scrutiny. For example, crossing certain AUM thresholds can trigger mandatory filings with relevant regulators like the SEC. Additionally, more investors mean more Know Your Customer (KYC) and Anti-Money Laundering (AML) compliance work.

    International expansion adds additional complexity to regulatory requirements. Firms must follow varying regulations, such as tax codes, disclosure rules, and securities laws, in each jurisdiction where they operate. Staying on top of all regulatory obligations can be quite challenging.

    Growing LP demands for transparency

    Limited Partners (LPs) are increasingly expecting greater transparency and more comprehensive reporting from General Partners (GPs) in the private equity industry. They want more frequent, detailed, and transparent reporting, not just during fundraising rounds, but throughout the fund lifecycle. This includes timely capital account statements, NAV updates, performance metrics, and ESG disclosures. 

    Meeting these heightened expectations for an increased number of investors and funds can be challenging without the proper mechanisms and support in place. 

    The good news for VC firms is that these challenges are manageable. One of the most effective solutions is leveraging professional fund administration services.

    What is venture capital fund administration?

    Venture capital fund administration involves outsourcing back-office tasks to a specialized third-party firm. Essentially, the third-party, known as a fund administrator, takes over the day-to-day operational or administrative tasks, such as fund accounting, investor reporting, and regulatory compliance, that VC firms would otherwise need to manage in-house.

    How fund administration helps scale venture capital firms

    Fund administration plays a crucial role in supporting firms during periods of expansion by managing the increasing demands of back-office functions. For example, they can provide support in several key areas, including the following.

    Streamlining capital call and distribution processes

    Fund administration automates and organizes the capital call and distribution workflow, ensuring that these transactions are executed seamlessly and on time. This reduces the manual workload on VC firms, mitigates the risk of errors and improves the overall experience for investors.

    Enhancing LP reporting and transparency

    Fund administration provides the necessary infrastructure to ensure that all limited partners (LPs) receive timely, accurate, and consistent reports on their investments. Such transparency fosters trust and confidence among investors and helps maintain strong, ongoing relationships as the firm scales its operations.

    Supporting regulatory compliance and governance

    Fund administrators ensure that VC firms meet all regulatory obligations as they scale by managing the necessary filings and documentation. They handle KYC and AML checks and maintain proper records on these. In addition, fund administrators closely monitor changes in the regulatory environment and advise firms on any changes they might need to make to ensure compliance.

    Why outsourcing fund administration makes strategic sense

    According to a 2024 Ocorian survey,  99% of private equity, venture capital, and real estate fund managers globally plan to increase outsourcing over the next three years, with nearly half (46%) targeting a 25–50% increase in outsourced functions.

    Besides helping firms overcome some of the operational complexities that come with scaling, outsourcing fund administrations offers several other significant advantages.

    Cost savings

    Building an in-house fund administration team requires significant resources, including hiring specialized staff, investing in technology, and training employees to keep up with changing regulations. As a firm grows, the costs associated with maintaining this infrastructure can quickly add up. 

    Outsourcing to a third-party fund administrator like Alter Domus, allows VC firms to leverage professional services and technology without the overhead of managing these functions internally.

    Access to specialized expertise and evolving best practices

    Outsourcing gives VC firms access to professionals who are highly experienced in private fund structures and up to date with the latest regulations, best practices, and financial technologies. This ensures higher accuracy and professionalism across key fund activities, including accounting and investor reporting.

    Freeing internal teams to focus on core investing activities

    Perhaps one of the most significant benefits of outsourcing fund administration is that it frees internal teams to prioritize sourcing, evaluating, and managing investments. 

    By offloading the time-consuming and often complex administrative tasks deal teams can dedicate their expertise and energy to identifying promising investment opportunities and actively supporting their portfolio companies. This ensures that the core value-creation activities of the VC firm remain the central focus.

    Alter Domus: A partner in venture capital fund administration

    If you’re looking for a fund administration partner that offers deep industry expertise, great flexibility, and tailored solutions to support your growth, Alter Domus could be a good fit.

    Here’s what you can expect when you partner with Alter Domus:

    Comprehensive fund accounting:

    Expert management of fund accounting, including investment tracking, valuations, waterfall and carried interest calculations, and much more.

    Investor reporting:

    Detailed and transparent reporting to keep your investors informed about the performance and health of their investments and the fund in general..

    Capital call and distribution processing:

    Streamlined management of capital calls and distributions to ensure accuracy and timely execution.

    Regulatory compliance support:

    Comprehensive guidance on meeting regulatory requirements and maintaining compliance across different jurisdictions.

    Tech-driven solutions:

    Integration of advanced fund administration solutions designed to automate workflows, enhance operational efficiency, and provide real-time transparency.

    Full fund lifecycle management:

    End-to-end support, from fund formation through to exit, with tailored services to ensure smooth operation at all stages.

    Audit support:

    Comprehensive audit assistance, including the preparation of relevant documentation and coordination with auditors to ensure a smooth audit process.

    Wrapping up: How venture capital fund administration supports growth 

    Fund administration plays a key role in the growth of venture capital firms by providing the structure and expertise needed to manage increasing operational demands and complexity. It takes care of administrative tasks like fund accounting, investor reporting, and compliance management, which frees internal teams to focus on what matters most: identifying high-potential investments and driving growth.

    With deep industry knowledge and a commitment to excellence, Alter Domus is the ideal venture capital fund administration partner to help streamline operations and support your firm’s growth. Explore Alter Domus venture capital solutions and fund administration solutions to learn more.

    News

    Fund accounting & reporting services for venture capital firms

    Venture capital accounting is a niche field of accounting that focuses on managing, tracking, and reporting the financial operations of venture capital (VC) funds.  

    Unlike traditional business accounting, which is primarily concerned with the revenue, expense, and profits of a company, venture capital accounting involves more complex financial structures and tasks, such as tracking capital contributions, calculating investment valuations, and managing the distribution of returns. 

    In this guide, we will explore the essential components of venture capital accounting and explain some of the benefits of outsourcing this critical function to specialized fund accounting services providers like Alter Domus.


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    The unique fund accounting needs of venture capital firms

    Venture capital (VC) firms operate in a dynamic and highly specialized environment within the private markets space. As a result, their fund accounting needs are markedly different from those of  investment managers with public market strategies. 

    Below are some accounting functions and needs unique to venture capital firms:

    Capital calls and distributions management:

    Managing and documenting capital calls to limited partners (LPs) and distributions from the fund, and ensuring proper allocation based on ownership and allocation ratios.

    Portfolio company valuation:

    Performing periodic valuation of portfolio companies according to industry standards.

    Carried interest and waterfall calculations:

    Tracking carried interest (carry) and modelling complex waterfall structures to determine profit allocations among stakeholders.

    Net asset value (NAV) calculation:

    Determining the fund’s NAV, which represents the total value of the fund’s assets minus its liabilities.

    Fee management:

    alculating and tracking management fees, performance fees, and reimbursements at both fund and investor levels.

    Investor reporting:

    Providing timely, transparent, and customized reports to limited partners.

    Audit and compliance support:

    Maintaining detailed records to support annual audits tax filings, and compliance with both local regulations and foreign ones, such as the Alternative Investment Fund Managers Directive (AIFMD) in Europe.

    Why timely and transparent financial reporting matters for VC firms

    Because venture funds typically operate with long timelines and limited liquidity, LPs depend on clear and regular reporting to understand how their capital is being deployed and managed. This includes updates on valuations, capital movements, and overall fund performance. 

    As such, the ability to deliver accurate and timely information can be a major strategic advantage for VC firms, offering the following benefits:

    Increased trust and credibility with LPs:

    Timely and transparent reporting fosters trust by showing that the firm is actively monitoring the financial health of its portfolio and making informed decisions. When investors can see accurate and up-to-date financial data, they are more likely to stay engaged and confident in the firm’s ability to manage their money.

    Better reputation in the market:

    Firms that consistently provide accurate, transparent financial reporting are often viewed more favorably in the market. A track record of transparent reporting serves as a signal of professionalism and operational maturity. This reputation can help attract new investors, high-quality investments, talented portfolio companies, and top-tier talent. All this can contribute to long-term success.

    Regulatory compliance and risk mitigation:

    VC firms are subject to regulatory requirements that demand accurate financial disclosures. Transparent reporting ensures compliance with these regulations, avoiding legal complications and potential penalties from bodies like the Securities and Exchange Commission (SEC).

    Benefits of outsourcing fund accounting and reporting for VC firms

    According to a Dynamo Software survey, one of the biggest challenges facing venture capital and private equity funds today is financial reporting, with 64% reporting delays in preparing financial reports. This is not exactly surprising as venture capital fund accounting can be quite complex and demanding. 

    Indeed, this is one of the primary reasons many VC firms today are choosing to outsource this crucial function to specialized fund accounting services providers like Alter Domus. 

    Outsourcing venture capital fund accounting and reporting offers several advantages, including the following:

    Access to expertise and best practices:

    Fund accounting is a specialized discipline that requires deep knowledge of financial regulations, valuation methodologies, and industry-specific reporting standards. Outsourcing gives VC firms access to professionals who are highly experienced in private fund structures and who are up-to-date with the latest regulatory changes and best practices. This ensures a higher level of accuracy and professionalism in all financial reporting.

    Improved compliance and risk management:

    Regulatory scrutiny of VC firms has increased, making it more important than ever to ensure accurate, timely, and compliant financial reporting. Fund accounting service providers use standardized processes and dedicated controls that reduce the likelihood of errors and help meet fiduciary and regulatory obligations. This helps VC firms avoid costly mistakes and reputational damage.

    Cost savings and efficiency:

    Outsourcing venture capital fund accounting helps firms reduce the overhead costs associated with maintaining an in-house accounting team. Hiring, training, and retaining skilled professionals can be expensive, especially when the workload fluctuates. Third-party service providers offer scalable solutions, allowing firms to pay for exactly what they need when they need it.

    Faster, more consistent reporting:

    Experienced third-party providers typically leverage purpose-built technologies and automation tools to deliver consistent, timely reporting. As previously mentioned, better reporting improves investor trust and confidence and can increase a VC firm’s overall reputation and perception in the market.

    Freedom to focus on core investment activities:

    Outsourcing fund accounting and reporting frees up internal resources to focus on high-value activities like building relationships with investors, sourcing new deals, and optimizing the performance of their portfolio companies.

    How Alter Domus supports fund accounting and reporting for venture capital firms

    Alter Domus is a global fund administrator with deep expertise in alternative assets such as venture capital funds. The company helps VC firms better manage their accounting and reporting needs with a range of practical and reliable services that include:

    Capital call and distribution processing:

    Managing the process of capital calls and distributions of proceeds.  

    NAV calculation:

    Accurate and timely calculation of Net Asset Value (NAV).

    Management fee and carried interest calculations:

    Accurate calculation and processing of management fees and carried interest in line with fund agreements.

    Financial statement preparation:

    Preparing financial statements in accordance with relevant accounting standards (e.g., IFRS, US GAAP).

    Tax compliance support:

    Assisting in preparing tax documentation and ensuring compliance with relevant regulations.  

    Investor Reporting:

    Generating customized reports for investors that provide clarity on fund performance, portfolio holdings, and financial activities.

    Wrapping up: Fund accounting & reporting for venture capital firms

    Venture capital accounting is vastly different from traditional accounting. It includes unique tasks such as tracking capital calls, conducting fair value assessments, calculating carried interest, and managing complex portfolio valuations. These tasks require specialized knowledge and systems to ensure accuracy, compliance, and timely reporting.

    As such, many VC firms are turning to expert fund administrators to handle these specialized accounting tasks. Alter Domus is one such provider, offering accounting and reporting services built around the specific needs of venture capital funds. Learn more about Alter Domus’ venture capital solutions and fund administration services, or get in touch to discuss how we can help with your fund’s accounting and reporting requirements.

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    Analysis

    Venture capital compliance requirements

    Venture capital funds are pooled investment vehicles that provide financing to startups and emerging companies with high growth potential. In exchange, they take an ownership stake and aim to generate significant returns by exiting these investments later on through events like initial public offerings (IPOs), mergers, or acquisitions.

    Like all participants in the financial markets, venture capital funds are subject to a range of regulations designed to ensure transparency, protect investors, and maintain market integrity.

    For VC managers, understanding and adhering to these regulations is crucial not only to avoid legal repercussions and penalties, but also to build investor trust, manage risks effectively, and secure the long-term success of both the fund and its portfolio companies.

    This article explores the key compliance requirements that apply to venture capital firms, the challenges of managing compliance internally, and how fund administrators like Alter Domus can support VC firms in meeting their obligations.


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    Key compliance obligations for VC firms

    Let’s look at some of the key compliance requirements for starting and managing a venture capital firm or fund.

    SEC registration and reporting

    Most venture capital funds in the US are typically “private funds,” which means they don’t need to register with the Securities and Exchange Commission (SEC) as ‘investment companies”.. 

    What’s more, many VC firms are classified as Exempt Reporting Advisers (ERAs) under the Dodd-Frank Act, and as such, they are not required to register with the SEC as investment advisers. 

    However, VC firms are still subject to certain obligations. This includes completing specific sections of Form ADV Part 1A, such as information about their business, ownership, and any sanctions they or their personnel have faced. 

    In addition, VC firms that qualify as ERAs are required to regularly update their Form ADV to ensure the SEC has accurate and timely information. This includes 2 key obligations.

    • ERAs must file an update to Form ADV at least once annually, within 90 days of the end of their fiscal year.
    • In addition to the annual filing, firms must promptly amend Form ADV whenever there are material changes to the information previously disclosed, such as changes or updates in ownership, business structure, or disciplinary history.

    Fundraising and marketing

    Most VC firms raise capital from investors through “exempt offerings,” which essentially allows them to sell securities without registering with the SEC.The most commonly used exemption is Regulation D, particularly Rule 506(b) and Rule 506(c).

    Rule 506(b) allows VC firms to raise an unlimited amount of money from accredited investors and up to 35 non-accredited investors. However, this rule forbids general solicitation, meaning that firms cannot publicly advertise their offerings or use broad marketing tactics. All fundraising efforts must be done privately, typically through existing relationships or direct outreach.  

    Rule 506(c) offers a different approach by permitting general solicitation and public advertising, opening up the possibility of reaching a wider pool of potential investors. However, this flexibility comes with a significant condition: all purchasers of the fund’s interests must be accredited investors, and the venture capital fund must undertake reasonable measures to confirm each investor’s accredited status.

    Regardless of whether a venture capital fund uses Rule 506(b) or 506(c), a critical compliance requirement under Regulation D is the timely filing of Form D with the SEC. This brief notice, which provides basic details about the offering, including the amount being raised and the type of investors targeted, must be submitted within 15 days after the first sale of securities.

    In addition to the aforementioned SEC regulations, venture capital funds must also be mindful of state-level securities laws, often referred to as “blue sky laws,” in each state where they solicit investors. These state regulations may impose additional requirements that firms must meet alongside the federal rules of Regulation D. 

    It’s crucial to consult legal counsel to ensure compliance with state requirements.

    Anti-Money Laundering (AML) and Know Your Customer (KYC) Requirements

    Previously, many venture capital firms, particularly those that qualified as ERAs, were not required to follow comprehensive Anti-Money Laundering (AML) regulations in the same way as banks or broker-dealers under the Bank Secrecy Act (BSA). 

    While the SEC could take enforcement actions related to misleading statements about voluntary AML procedures, there was no direct mandate under the BSA for these VC firms to establish full-fledged AML programs.

    However, a significant regulatory shift is on the horizon with a final rule issued by the Financial Crimes Enforcement Network (FinCEN) on August 28, 2024.

    This new rule amends the BSA regulations to include certain SEC-registered investment advisers (RIAs) and ERAs within the definition of “financial institution” under the BSA. This means that a significant portion of venture capital fund managers will now be directly subject to AML obligations.

    Specifically, from January 1, 2026,  VC firms must establish formal AML compliance programs that include procedures for identifying and reporting suspicious activities, conducting risk assessments, and maintaining thorough records. Additionally, firms must implement Know Your Customer (KYC) protocols to verify the identity of their investors and assess the source of their funds.

    Environmental, social, and governance (ESG) considerations

    Although Environmental, Social, and Governance (ESG) reporting isn’t yet a formal compliance requirement for many venture capital firms, it has rapidly become a significant area of focus for both regulators and investors. 

    In regions like the EU, regulations such as the Sustainable Finance Disclosure Regulation (SFDR) are already pushing firms to disclose how they integrate ESG factors. Though these regulations are currently more applicable to larger firms, they signal a shift that may expand to all VC firms over time.

    In the U.S., the SEC has adopted rules for public companies to disclose climate-related risks. Similar frameworks could eventually extend to private funds, including venture capital firms. 

    What’s more, LPs are increasingly demanding greater ESG data reporting from firms, with some even willing to pay more for it. For example, according to a report by PwC Luxembourg, two-thirds of surveyed LPs indicated a willingness to pay higher management fees if it leads to significant improvements in ESG data reporting by their GPs.

    Additionally, nearly 45% of respondents said they would consider a fee increase of 5% to 9% if it resulted in more comprehensive and higher-quality ESG reporting practices.

    Proactively adopting ESG policies and reporting frameworks can prepare VCs for future regulatory changes and at the same time help gain a competitive edge in the market by demonstrating to investors that they are forward-thinking, transparent, and responsible in their approach to managing investments.

    Strategic importance of compliance

    Builds trust and credibility:

    A strong compliance record signals to investors and portfolio companies that the VC firm operates ethically and with integrity. This fosters trust and enhances the firm’s reputation, which is crucial for attracting and retaining both investors and promising startups.  

    Non-compliance can lead to significant fines, legal battles, and even the loss of licenses to operate. A sturdy compliance program minimizes these risks.  

    Protects against financial crime:

    Implementing strong KYC and AML procedures, as mandated by regulations, safeguards the firm and its investors from financial crimes and reputational damage.

    Challenges of managing compliance internally

    High resource demands:

    Effectively managing compliance internally demands significant time and personnel. For smaller venture capital firms, this can stretch resources thin and lead to oversight gaps where certain regulatory requirements are missed or misunderstood.

    Constantly changing regulations:

    The regulatory environment for venture capital is complex and frequently shifting, with new rules, reporting standards, and jurisdictional requirements. Keeping pace with these changes internally is difficult, especially for firms operating across multiple regions. This increases the likelihood of inadvertent noncompliance.

    Insufficient internal expertise:

    Compliance requires deep knowledge of specialized areas, such as financial regulations, anti-money laundering policies, and evolving trends like ESG disclosures. Many firms, particularly smaller ones, lack professionals with expertise in these areas. This lack of sufficient in-house expertise could lead to misinterpretations of regulatory requirements and thus non-compliance.

    Rising operational costs:

    Maintaining compliance internally can be expensive. Firms may need to invest in additional staff, ongoing training, continuous monitoring, and internal audits.  For smaller firms, these added costs can divert resources away from other important business activities, such as deal sourcing and portfolio management.

    How Alter Domus supports venture capital compliance

    Alter Domus provides specialized compliance services that help venture capital firms meet regulatory requirements effortlessly. Key areas of support include:

    Regulatory filings:

    Assistance with the preparation and submission of crucial filings such as Form ADV, Form D, and other jurisdictional reporting obligations.

    Ongoing monitoring and support:

    Continuous monitoring of regulatory changes and updates relevant to VC firms, proactive communication of these changes, and ongoing support in adapting compliance programs accordingly.

    AML and KYC support:

    Assistance with creating, implementing, and maintaining KYC and AML programs.

    ESG reporting support:

    Assistance with ESG data collection, aligning with relevant ESG frameworks, and preparing ESG disclosures to meet the expectations of limited partners and comply with any relevant regulations.

    Audit support:

    Assistance with audit preparation, including organizing required documents, coordinating with auditors, and addressing audit-related questions or issues.

    Final thoughts: Venture capital compliance requirements

    Compliance management is a critical function in venture capital firms. Besides helping firms meet legal requirements, it builds investor trusts, reduces risk exposure, and contributes to long-term operational stability.

    However, for firms with lean teams, staying on top of compliance can be time-consuming and complex. This is where specialized support, like that provided by a fund administrator like Alter Domus, can make a big difference.

    Alter Domus takes care of your compliance requirements and operations, including regulatory filings, AML/KYC implementation, and ESG reporting, so you and your team can focus on your core business of finding and nurturing high-potential startups without having to worry about meeting your regulatory obligations.

    Explore Alter Domus administration and governance solutions or reach out to our team today to learn more about how we can support your firm’s compliance strategy today.