This chapter addresses how first- and second-time GPs should structure their data room and DDQ responses to signal credibility, governance, and readiness to LPs. The core thesis is that an ILPA-mapped room using familiar formats reduces friction during diligence.
The Seven-Section Data Room Framework
A well-organized data room signals operational maturity and reduces LP diligence cycles by enabling direct comparison to familiar ILPA standards.
Section 00: Executive Summary
- One-page statement: Investment thesis ("Why you / Why now / Why this strategy"), target fund size, hard cap, check size, ownership targets, reserves, headline terms using ILPA vocabulary
- Team tile: Headshots, roles, decision rights, time allocation
- Operating calendar: First-close target, investment period, audit timeline, reporting cadence
- Quick links: Links to folders plus changelog
Section 01: Team & Governance
- Partner bios: 2-3 paragraphs with domain expertise
- IC charter: Membership, quorum, voting, escalation
- Ownership map: GP cap table, carry splits, vesting, replacement
- Governance matrix: Valuation approvers, conflicts resolution, side-letter authority, LP comms
- Supporting: 3 CEO/co-investor references, quarterly partner time-allocation plan
Section 02: Strategy & Pipeline
- Sourcing Engine memo: Communities, referrers, monthly intros, conversion rates
- Underwriting Day-5 Pack: 3-5 questions, buyer validation, risks, kill-criteria
- Redacted pipeline: With stage labels
- 90-day value-creation playbook: With owners and SLAs
- Supporting: 2 anonymized case studies
Section 03: Track Record
- Attribution schedule: Per deal (sourcer, diligence lead, IC role, board status, interventions)
- Performance presentation: Net/gross with equal prominence, SEC Marketing Rule compliant
- For light tracks: 2-3 full IC memos including pass decisions
Section 04: Policies
- Valuation policy: Frequency, methods, price-source hierarchy, approval workflow
- Conflicts policy: Related-party, cross-fund, expense allocation, information barriers
- Side-letter/MFN template: With tracking
- Cybersecurity overview: Roles, vendor risk, MFA/SSO, encryption, backup/DR, incident response
Section 05: Service Providers
- Administrator: Scope, deliverable calendar, portal screenshots, SOW with SLAs
- Auditor & tax firm: Names, materiality, timelines
- Legal counsel: For formation and primary contacts
- Service-level calendar: One-page with escalation paths
Section 06: Legal Documents
- PPM/LPA/subscription drafts: With glossary mapping to ILPA
- Side-letter template: And MFN note
- Regulatory exhibits: Form ADV, marketing compliance
- "What changed" redline summary: If anchor feedback drove edits
Section 07: Reporting Samples
- Quarterly report mock: Aligned to ILPA Reporting Template v2.0
- Sample capital account statement: With roll-forward
- K-1 layout: Or local tax format
- KPI glossary: And production timetable
Track Record Attribution Strategy
Angel Portfolio
- Split deals into Lead and Participate blocks
- Show ownership percentages and influence levels
- Document interventions with specific dates and outcomes
Prior Firm Experience
- Attribution letters: From former partners detailing your role in sourcing and diligence
- Artifact trails: IC memos, board minutes, investment committee materials
- Reference plans: Pre-cleared contacts who can validate your contributions
Mock Portfolio (Light Track Records)
- Demonstrate repeatable process through 2-3 full IC-caliber investment memos
- Mirror actual IC packets including unit economics, risk frameworks
- Include clear pass/proceed reasoning with pass decisions to show discipline
DDQ Deep Dive
ILPA-Mapped Structure
Every DDQ page should include document title, version, and owner. Map responses to ILPA's standardized sections:
- Organization & Governance
- Investment Strategy
- Process & Risk
- Valuation
- Fees & Expenses
- Liquidity & Lines
- Service-Provider Oversight
- Compliance/ESG/Cyber
Emerging Asset Manager Yellow Flags to Preempt
- Thin ops bench: Document admin SOW with named contacts and SLAs
- Unclear valuation: Require a written policy with frequency, methods, and sample memos
- Conflicts: Create a decision tree with approval workflows
- Scaling plan: Show how operations will grow with AUM
- Key-person risk: Document succession and continuity plans
DDQ Response Library
Build a DDQ Answer Bank with the following for each question:
- Approved text: 100-250 words
- Evidence links: Supporting documents
- Owner: Responsible party
- Review date: Last verification
Security & Compliance
VDR Selection Criteria
- 2FA/MFA authentication
- Granular permissions
- Watermarking
- Exportable access logs
Two-Tier Access Model
Pre-NDA Access (Sections 00-02): Executive Summary, Team & Governance, Strategy & Pipeline
Post-NDA Access (Sections 03-06): Track Record, Policies, Service Providers, Legal Documents, Reporting Samples
Use a short, friendly NDA (2-3 pages) to reduce friction while protecting sensitive information.
Cybersecurity Documentation
Document the following areas for LP diligence:
- Governance: Policy ownership and oversight structure
- Controls: MFA/SSO, encryption standards, backup cadences
- Incident response: Timelines and documented tabletop exercises
- Vendor risk: Third-party oversight procedures
Key Takeaway: An ILPA-mapped data room with consistent vocabulary, repeatable processes, and auditable track record attribution signals operational maturity and reduces LP diligence cycles by enabling direct comparison to familiar standards.