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What to Include in Fundraising Data Room for VC Firms: Complete Checklist 2025

Deqian Jia
Deqian Jia
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Raising a venture fund is a credibility exercise. Limited partners (LPs) must see that your strategy is coherent, your team can execute, and your operations are institution-grade. A well-built data room is how you prove it—clearly, consistently, and on LP time.

This guide explains what a VC fundraising data room is, why it's essential, and exactly which documents to include—with plain-English notes on why LPs ask and how to prepare each item. It draws on ILPA standards that LPs use to evaluate managers, relevant SEC materials for advisers, and current ESG/AML expectations so a first-time or emerging manager can get it right the first time.

What a VC LP Data Room Is—and Why It Matters

A fundraising data room is a structured, access-controlled library of documents that gives prospective LPs everything they need to evaluate your firm, strategy, track record, risks, and terms. Done well, it reduces back-and-forth, shortens diligence timelines, and signals you run a tight ship.

ILPA (the Institutional Limited Partners Association) provides the Due Diligence Questionnaire (DDQ) and reporting templates many LPs follow; aligning to those expectations will make your room feel familiar and complete.

Outcome to aim for: any serious LP can navigate your room in minutes, understand the story in hours, and verify details without requesting one-off files.

How to Organize the Room (Recommended Folder Map)

Use a simple, numbered structure. It mirrors the way LPs review managers and keeps version control clean.

  1. 00_Overview & Terms
  2. 01_Firm & Team
  3. 02_Strategy & Edge
  4. 03_Track Record & Attribution
  5. 04_Performance Methodology
  6. 05_Portfolio Construction & Pipeline
  7. 06_Operations & Service Providers
  8. 07_Compliance & Regulatory
  9. 08_Legal & Offering Docs
  10. 09_Valuation & Audits
  11. 10_Reporting Samples
  12. 11_Responsible Investment (ESG/DEI)
  13. 12_Cybersecurity & Risk
  14. 13_Side Letters & MFN (Gated)
  15. 14_Q&A & RFI Tracker

Below, you'll find the complete checklist, with a brief "why LPs ask" for each.

Complete Data Room Checklist (with LP Rationale & Prep Notes)

00_Overview & Terms

  • One-page summary (strategy, target size, target return profile, fees/carry, geography/stage focus).

    Why LPs ask: rapid orientation before deeper dives.

  • Key terms sheet (management fee, carry, hurdle or preferred return, recycling, key man, term, extensions).

    Why: anchors expectations to the LPA. ILPA Principles highlight transparency on economics and governance.

  • Contact matrix (IR lead, ops, legal).

    Why: speeds diligence.

01_Firm & Team

  • Team bios (relevant prior roles, functional strengths, time allocation, conflicts).

  • Org chart (management company, GP entities, advisory committees).

  • Time series of headcount and hiring plan tied to fund size.

    Why: LPs underwrite people first and need to see execution capacity. The ILPA DDQ asks for structured team information.

02_Strategy & Edge

  • Investment memo on strategy (problem, sourcing, selection, value creation, reserves, exits).

  • Market maps & theses (where you win and why now).

  • Sourcing funnel data (last 12–24 months).

    Why: Consistency with what LPs see in the DDQ; helps LPs test repeatability of your process.

03_Track Record & Attribution

  • Deal-level ledger (gross & net cash flows per deal; TVPI/DPI/IRR; write-ups/write-downs; date stamps).

  • Attribution policy (who led what; how co-leads are handled; pre-firm deals).

  • Third-party verification or administrator extracts (if available).

    Why: LPs evaluate performance quality and attribution integrity. Use ILPA's performance/reporting conventions if you can.

04_Performance Methodology

  • Methodology memo (calculation methods; benchmark choices; treatment of fees/expenses; cash vs. NAV timing).

  • Fair value policy (ASC 820) with examples of level hierarchy and rigor.

    Why: LPs need comparability and valuation discipline. ASC 820 sets the fair-value framework used by auditors and administrators.

05_Portfolio Construction & Pipeline

  • Model (target number of names, initial check sizes, ownership, reserve ratios, loss assumptions).

  • Pipeline list (illustrative, with stage and thesis fit).

    Why: verifies that strategy aligns with fund size and team bandwidth.

06_Operations & Service Providers

  • Service provider roster (auditor, fund admin, tax, counsel, compliance consultant, banking).

  • Management company financials (if sharing) and expense policy (what is fund vs. management company).

    Why: ILPA calls for clarity on fees and expenses and who does what.

07_Compliance & Regulatory (for SEC-registered or state-registered advisers)

  • Form ADV Parts 1 & 2A (and 2B supplements)—current versions.

  • Form CRS if you have retail clients (many VC firms do not; include only if applicable).

  • Code of Ethics & Compliance Manual; Policies for gifts/entertainment, political contributions, personal trading, MNPI handling.

    Why: Baseline disclosures and controls. The SEC explains content and delivery standards for ADV and CRS.

Note on AML/KYC (new in 2025): FinCEN adopted an AML program rule for investment advisers but has proposed delaying the effective date to January 1, 2028 while it reopens aspects of the rule. LPs will still expect to see your draft AML policy and vendor approach. Include a short plan for readiness even if obligations are deferred. View the Federal Register notice.

08_Legal & Offering Docs

  • Private Placement Memorandum (PPM) or Offering Memo (if used).

  • Limited Partnership Agreement (draft)—or a term-sheet summary aligned to your LPA draft.

  • Subscription package (sub agreement, investor questionnaire, FATCA/CRS forms, wiring). ILPA's model subscription is a useful reference.

  • Key policies referenced in LPA (recycling, key person, conflicts).

    Why: LPs compare terms to ILPA's model and best practices.

    Tax note: foreign and U.S. withholding/reporting obligations under FATCA often surface in subs; make sure your package and admin workflow anticipate this.

09_Valuation & Audits

  • Audited financial statements for prior funds (if any) and the management company (optional).

  • Valuation committee charter and sample valuation memos.

    Why: demonstrates independent checks and adherence to ASC 820.

10_Reporting Samples

  • Sample quarterly report (portfolio updates, valuations, fees/expenses).

  • Capital call and distribution notices—use or map to ILPA templates (updated in 2025 to align with ILPA Reporting & Performance Templates).

    Why: LPs prefer standardized formats that feed their systems.

11_Responsible Investment (ESG/DEI)

  • Responsible Investment policy and governance (who owns it, how integrated).

  • ESG reporting approach (what you track, cadence); PRI/LP ESG DDQ responses if you use them.

  • DEI metrics and initiatives (align with ILPA diversity template if possible).

  • SFDR classification (if marketing in Europe) and related disclosures.

    Why: LPs increasingly diligence sustainability processes. Point to PRI/ILPA materials; provide Article 6/8/9 positioning only if applicable. View SFDR regulation.

12_Cybersecurity & Risk

  • Information security policy (access controls, encryption, incident response, vendor risk).

  • Business continuity & disaster recovery plan.

    Why: Even small firms handle sensitive data; LPs care about leak and outage risk.

13_Side Letters & MFN (Gated)

  • Pro forma side letter (typical clauses and constraints).

  • MFN process description (timelines, scope, carve-outs).

    Why: Side letters are common; a transparent, time-boxed MFN process is now considered best practice by many LPs. Keep these behind a stricter gate. See ILPA analysis for context.

14_Q&A & RFI Tracker

  • Central log of LP questions and your responses (with dates and versions).

    Why: Prevents divergent answers and speeds closes.

Optional but Often Helpful

  • Case studies (sourcing → decision → post-investment value add → exit).

  • Advisory committee charter and minutes template.

  • ERISA note (if you intend to accept ERISA plan investors): quick memo on your approach to the Plan Asset Regulation and the VCOC exception; include a management-rights letter template for portfolio companies.

Setup Best Practices That LPs Notice

  1. Mirror ILPA where possible. Use ILPA's Reporting and Performance Templates, and the updated Capital Call/Distribution template released in 2025. Familiar formats reduce friction and follow how LP back offices work.

  2. Version discipline. Date-stamp files and keep a change log; move superseded files to an Archive subfolder.

  3. Access tiers. Keep "Side Letters & MFN" and any personally identifiable information under a tighter permission set; gate them behind an NDA.

  4. Sensitive data hygiene. Redact non-essential PII; watermark materials; restrict downloads where appropriate.

  5. Answer the DDQ once—then link. Complete the ILPA DDQ and link to evidence in each folder; don't duplicate files in multiple places.

Industry jargon explained

  • TVPI/DPI/IRR: Measures of performance; total value, cash returned, and annualized return. Your methodology memo should define each and the exact data you use.

  • ASC 820: Accounting standard that governs how you measure "fair value" for investments—important for audits and LP comparability. Learn more about ASC 820.

  • Form ADV / Form CRS: SEC adviser disclosures. ADV is your long-form brochure; CRS is a short relationship summary for retail clients. Include only what applies to you. View SEC guidance.

  • Side letter / MFN: A side letter customizes terms for a specific LP; MFN lets other LPs elect comparable terms within defined limits and timeframes. State your MFN process plainly. Read more on side letters.

  • SFDR Article 6/8/9: EU sustainability disclosure categories; include only if you market to EU LPs and have prepared the required disclosures. View SFDR regulation.

Building the Room in Practice (and why leading VCs use Peony)

LPs expect security, control, and insight without friction. Peony is built specifically for fundraising and diligence, so you can meet those expectations without stitching together five tools.

Here's what sets Peony apart for VC fundraising:

Built for Fundraising Workflows

  • Update files after send so your "one link" stays current as drafts evolve—no broken trails or awkward "please ignore the previous link" emails.

  • Integrated eSignatures let you execute NDAs and side letters inside the same room, with full audit trails.

  • Page-by-page analytics show what LPs read and for how long, so you can prioritize follow-ups intelligently and know exactly what resonated.

Enterprise-Grade Security

The Professional Edge LPs Notice

When you use Peony, LPs get a professional, secure, and responsive diligence experience. You get precise engagement analytics and update workflows that make you look organized—because you are.

Many leading VCs have switched to Peony because it eliminates the manual work of managing multiple tools while delivering the security and insights they need. Explore Peony's data room features.

Quick Starter Pack (copy this)

Create these first, then layer depth:

  1. Overview.pdf (one pager + key terms)

  2. ILPA DDQ with links to evidence

  3. Team_Bios.pdf and Org_Chart.pdf

  4. Strategy_Memo.pdf and Portfolio_Construction_Model.xlsx

  5. Track_Record.csv (deal-level cash flows) + Attribution_Policy.pdf

  6. Valuation_Policy_ASC820.pdf

  7. Compliance_Pack/ (ADV 2A/2B if applicable; Code of Ethics; Manuals; Form CRS only if required) SEC guidance

  8. Offering_Docs/ (LPA draft or term sheet; Sub docs with FATCA/CRS forms) ILPA model

  9. Reporting_Samples/ (Quarterly report; ILPA capital call & distribution samples) ILPA templates

  10. ESG_Policy.pdf + DEI_Metrics.pdf (+ SFDR disclosures if relevant) SFDR regulation

  11. Security_Pack/ (Cyber policy; BCDR; vendor risk summary)

Final Thought

LPs aren't looking for perfection; they're looking for clarity, consistency, and control. If your data room reflects those three, the rest of diligence moves faster.

If you want the room itself to telegraph that professionalism—security up front, familiar ILPA-aligned structure, and precise engagement analytics—Peony is purpose-built for this exact moment in 2025.

You'll share one secure link, gate it behind an NDA, update documents without breaking the trail, and know precisely what your potential LPs cared about when they read. This is what the future of fundraising looks like.

Sources & Standards Referenced

Related Resources