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Emerging fund managersFundraising · the packet

What should be in a Fund I data room for LP due diligence?

A Fund I data room is the indexed evidence file an emerging manager sends for LP due diligence: the deck, the PPM and LPA, the track record and its attribution, the DDQ answers, the fund model, and the service-provider list.

SVB names nine components. ILPA does not publish a 24-file list.

Fund I data room (definition). The indexed evidence file behind a first-time fund raise.

It compensates for the absence of a fund-level track record by putting every material claim next to the file that supports it.

A Drive dump of drafts is not this room.

Subscription documents and wire details belong in the administrator’s portal.

The packet, sourced, not a vendor list

SVB’s Building a Comprehensive Data Room names nine components LPs ask of an emerging manager. ILPA publishes a Due Diligence Questionnaire 2.0, not a folder tree. Neither is a 24-file vendor checklist with the fund name swapped in. How to send the packet is how an emerging fund manager should share the PPM and track record with LPs. How to fill the questionnaire is how a first-time fund manager should answer an LP due diligence questionnaire.

Put thisWhy it is in the packetWhere the norm is written
Data room best practicesHow the files are staged and indexed before anyone opens them.SVB, component 1 of 9
Fundraising pitch deckThe qualitative first look. SVB says it entices an LP to open the rest.SVB, component 2 of 9
Investment track recordA quantitative spreadsheet of prior deals, with attribution.SVB, component 3 of 9
Investment memos and market mapThe thought process at the time of each investment, plus the market you serve.SVB, component 4 of 9
Due diligence questionnaireA living document LPs use to cross-compare. Keep it aligned with the deck.SVB, component 5 of 9; ILPA DDQ 2.0
Limited partnership agreementThe legal terms that will govern the partnership.SVB, component 6 of 9
Fund modelA forward-looking spreadsheet that translates the thesis into a hypothetical portfolio.SVB, component 7 of 9
Reference listFounders, other GPs, and LPs willing to speak.SVB, component 8 of 9
Fund contact listThe partnership and the back-office support team: counsel, administrator, auditor.SVB, component 9 of 9

A Fund II room still starts from the same nine components, plus evidence Fund I already produced. Do not invent a file count.

Share in layers, not as one dump

The deck and a one-page teaser can go out open. The PPM, the LPA, and the deal-level track record wait for an NDA. Substantiation (attribution letters, underlying workpapers) waits until an LP leans in. See how an emerging fund manager should share the PPM and track record with LPs.

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 advice.

ILPA’s DDQ 2.0 User Guide (9 November 2021) says the questionnaire was developed using private equity firms and strategies as its reference point, and was not designed with venture capital in mind. Answer it anyway. Write Not yet where a policy does not exist.

First-look, confirmatory, keep out

First-look is what an LP sees after the NDA. Confirmatory is what opens after a soft circle. Keep-out is what does not belong in this room at all.

FolderFirst-lookConfirmatoryKeep out
DeckCurrent deck and one-pagerPrior decks marked supersededA stale deck left as current
OfferingPPM if counsel says you need one, terms summarySigned LPA, side lettersSubscription documents, government IDs, wire details
Track recordDeal-level table with attribution notesPrior-firm letters, banked numbersUnattributed prior-firm returns
DDQMaster ILPA DDQ 2.0 answers, datedFollow-ups, operational policies that existA policy invented to fill a blank
Model and providersFund model, counsel, administrator, auditorCompliance manual, Form ADV if one existsCapital-call notices, K-1s, LP reports

Teaser vs room vs LP portal

DocSend and email win the deck. Drive wins one trusted LP. This room wins the packet once several LPs open the same files. Carta, Juniper Square, and AngelList win subscriptions, KYC, capital calls, distributions, and K-1s. Those jobs are the administrator’s portal at first close, not this room.

JobWho winsWhy
Send the deck, see who read which slideDocSendOne file. Not this room.
PPM, LPA, track record, and DDQ under NDAThis roomIndexed folders. One or two clicks from the question to the file.
Subscriptions, KYC, capital calls, K-1s, LP reportingCarta, Juniper Square, AngelListThe fund administrator's portal. Not this room.

See What is Cashpian?, and pricing.

FAQ

Does ILPA publish a Fund I file list?

No. ILPA publishes a due diligence questionnaire, not a folder tree.

SVB names nine components for an emerging manager room.

Neither page is a 24-file vendor list.

What stays out of the Fund I room?

Subscription documents, government IDs, and wire details.

Those belong in the fund administrator's portal at first close.

A hoped-for policy that does not exist stays out too.

Is Google Drive enough for LP diligence?

For one trusted LP and a view-only folder, yes.

Once several LPs open the PPM, Drive has no watermark and no per-LP log.

That is when a dedicated room earns the line.

Do I put the PPM in the first share?

Usually no. The deck and teaser can go out open.

The PPM, LPA, and deal-level track record wait for an NDA.

Have fund counsel review. SVB notes a PPM is not always required.

Sources

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.

The packet, not a vendor count

Put the Fund I files in a room before the second LP opens them.