How should an emerging fund manager share the PPM and track record with LPs under NDA?
An emerging fund manager shares the PPM and track record with LPs in stages: the deck and teaser before any NDA, the PPM, LPA and deal-level track record after an NDA, and substantiation last.
Start from the ILPA Model NDA (January 2021). An NDA is not a securities exemption.
PPM share (definition). Staged disclosure of the offering documents and the track record to uncommitted LPs under NDA.
A DocSend of the deck is not this share.
An LP portal is a later job.
Share in stages, not as one dump
LPs have not committed yet. The first email is usually the deck plus the NDA. Turning the NDA is what opens the PPM and the deal-level track record. What belongs in the folder is what should be in a Fund I data room for LP due diligence. How to fill the questionnaire is how a first-time fund manager should answer an LP due diligence questionnaire.
| Stage | What goes out | When | Gate |
|---|---|---|---|
| Teaser and deck | Thesis, team, high-level returns. No deal-level names if counsel says so. | Before any LP NDA. | None. Keep the offering document out. |
| PPM and track record | PPM if counsel says you need one, LPA draft, deal-level track record. | After the LP NDA. | NDA. Start from the ILPA Model NDA. Have fund counsel review. |
| Substantiation | Attribution letters, underlying workpapers, prior-firm permission. | After an LP leans in. | One room. One audience per LP or LP group. |
SVB’s DDQ note says private placement memorandums are no longer common for emerging managers, but they are still required for some firm structures. Have fund counsel decide whether you need one. This page is not a template.
Start from the ILPA Model NDA
ILPA published a Model Non-Disclosure Agreement on 14 January 2021, and added it to the emerging-manager toolkit. The press note says the form is intended for click-through use on hosted diligence platforms, because LPs hate signing a custom NDA per fund. The model text is the January 2021 PDF. Have fund counsel review it before you put it on the door. Do not copy a clause from this page.
An NDA is not a securities exemption
Turning an NDA does not make a general solicitation legal, and it does not take a track record out of the Marketing Rule. Name the rules fund counsel usually covers: Rule 506(b), Rule 506(c), and the SEC Marketing Compliance FAQ. Have fund counsel review. This page is not advice.
A prior-firm track record needs attribution and usually permission. SVB’s investment track record component treats the spreadsheet as a quantitative file of prior deals, not a borrowed fund-level number. Split sourced, led, and sat-on. Have fund counsel review what you show. See What is Cashpian? for the company behind the room.
Which tool for which job
DocSend wins the teaser and the deck. A dedicated room wins once the PPM, the track record, and more than one LP sit in the same files. Drive wins one trusted LP. Carta, Juniper Square, and AngelList win subscriptions.
| Job | Who wins | Why |
|---|---|---|
| Send the deck and see who opened which page | DocSend | A tracked file. LPs already know the viewer. |
| One trusted LP, view-only folder | Google Drive | $0. No watermark. Anyone with the Viewer link can copy it. |
| PPM, track record, and more than one LP | Dedicated room | NDA at the door, one audience per LP, Q&A fenced. Cashpian is one example. |
| Subscriptions, capital calls, K-1s, wiring the money | Carta / Juniper Square / AngelList | A later job. The room does not take subscriptions or move money. |
Email is fine until the second LP forwards the track record. See pricing.
FAQ
Is an NDA a securities exemption?
No. Rule 506(b), Rule 506(c), and the SEC Marketing Rule still apply.
Have fund counsel review.
This page is not advice.
When does the deck become a PPM share?
When the offering document or deal-level track record leaves the teaser.
The deck can go out before an NDA.
The PPM waits for the NDA.
Do LPs refuse a custom NDA?
Many prefer not to negotiate one per fund.
ILPA published a Model NDA in January 2021 for that reason.
Have fund counsel start from it.
Does a data room replace Carta or Juniper Square?
No. Those tools take subscriptions, capital calls, and K-1s.
The room is the raise under NDA.
It is not an LP portal.
Sources
- ILPA, press release on the Model NDA, 14 January 2021, retrieved 2026-10-01. Standard fundraising NDA, added to the emerging-manager toolkit, intended for click-through on hosted diligence platforms. Model text: 2021.1.14 ILPA Model NDA.
- SEC, Private placements - Rule 506(b), last reviewed 21 September 2026, retrieved 2026-10-01.
- SEC, General solicitation - Rule 506(c), last reviewed 17 March 2026, retrieved 2026-10-01.
- SEC, Marketing Compliance Frequently Asked Questions, updated 15 January 2026, retrieved 2026-10-01.
- SVB, The Emerging Manager Investment Track Record, retrieved 2026-10-01.
- SVB, Emerging Manager Due Diligence Questionnaire. PPMs are no longer common for emerging managers, but still required for some firm structures. Retrieved 2026-10-01.
If the files are already in a folder, grade which row they are on. Cashpian is a gated room for that packet. It is not a listing portal. It does not sell the company or run the deal.