A crisp, searchable, and compliant data room is the fastest way to turn LP curiosity into conviction. Below is the standard most LPs expect today—grounded in current LP norms (ILPA templates) and 2025 U.S. marketing-rule guidance.

How LPs use your data room

Early pass: Skim your summary, deck, and team to decide if deeper diligence is worth the time.

Core diligence: Scrutinize strategy, track record integrity, portfolio/pipeline, process, and terms, then benchmark with ILPA standards.

Confirm & close: Validate reporting readiness (ILPA Reporting Template v2.0), references, and legal docs before side letters/final close.

The 2025 "Must-Have" Checklist (by folder)

1) Fund Overview

Two-page executive summary (thesis, target size, edge, target returns, risk).
Firm overview deck and fund deck (fund economics, pipeline, reserves, governance).
Investment process overview (IC flow, decision rights, conflicts handling).
Attribution policy (who gets credit for deals).

These items represent the top sections every LP scans first during due diligence.

2) Legal & Formation

PPM, LPA (clean draft), subscription booklet (blank template), side-letter template.
GP & ManagementCo org docs (formation certs, operating agreements).
Expense/allocation policy, valuation policy (ASC 820 alignment), fee offsets summary, carry waterfall summary (euro vs. deal-by-deal; hurdles, catch-up).

LPs will quickly triangulate these against ILPA's alignment/transparency principles.

3) Fund Economics & Operations

Service providers (admin, audit, tax, legal, banking; engagement letters).
Compliance manual & code of ethics, BCP/DR plan, cybersecurity & data privacy policy, conflicts policy.
Operating budget (MgmtCo), sources/uses for closes.

Ops depth demonstrates operational maturity and smooths late-stage approvals.

4) Regulatory & Compliance

RIA/ERA status + Form ADV (if applicable); Form D, blue-sky filings; AML/KYC procedures.
Marketing compliance memo summarizing your approach to the SEC Marketing Rule (performance controls, extracted performance policy). In March 2025, the SEC staff updated FAQs clarifying when extracted/position-level performance and certain gross characteristics may be shown without net-of-fee pairs—subject to conditions. Your memo should reflect this to avoid friction.

Note: The 2024 Fifth Circuit decision vacated the SEC's private-fund adviser rule on quarterly statements and more. LPs still often expect robust reporting, but you're not bound by that vacated rule. Set expectations via ILPA templates instead.

5) Track Record & Performance (sine qua non)

Gross and net performance since inception (TVPI, DPI, IRR) with clear methodology (fees, expenses, leverage, benchmarks).
Deal-by-deal table (MOIC/IRR, dates, realized/unrealized, write-ups/downs) + attribution consistent with policy.
Case studies (3–6 concise, high-signal narratives).

Clear performance presentation is critical; SEC Marketing Rule FAQs dictate how you present performance.

6) Portfolio & Pipeline

Portfolio summary (company, stage, thesis, check size, ownership).
Reserves model and follow-on policy; IC memos (redacted).
Forward pipeline (probability, timing).

These are standard requirements for LP due diligence.

7) Team & Governance

Team CVs/bios with deal lists; org chart; key-person plan.
IC charter (voting, recusals); carry & comp overview (vesting, clawback, GP commit).

ILPA norms put governance clarity near the top.

8) ESG / DEI (standardized, not fluffy)

ESG policy and integration in sourcing/IC/monitoring.
Completed ILPA DDQ (core) including ESG/DEI sections; Diversity Metrics Template; PRI/EDCI status if applicable. ILPA templates are the market's common language; many LPs expect them.

9) Investor Reporting Readiness

Sample quarterly report (redacted).
ILPA Reporting Template v2.0 sample and the new ILPA Performance Template (both released 2025)—clear signal you can report to spec post-close.

10) Risk, Insurance & Security

D&O/E&O certificates; risk register; data-room controls note (NDA gating, watermarking, access logs).

These are essential for addressing operational risk concerns.

11) References (released late-stage)

Referenceable LPs and founder references with a clear contact protocol.

Emerging-manager lists highlight references as a closing lever.

Folder tree you can copy/paste

/00_INDEX_AND_CHANGELOG
/01_FUND_OVERVIEW
/02_LEGAL_AND_FORMATION
/03_ECONOMICS_AND_OPS
/04_REGULATORY_AND_COMPLIANCE
/05_TRACK_RECORD_AND_PERFORMANCE
/06_PORTFOLIO_AND_PIPELINE
/07_TEAM_AND_GOVERNANCE
/08_ESG_AND_DEI
/09_IR_AND_REPORTING_READINESS
/10_RISK_INSURANCE_SECURITY
/11_REFERENCES

Tip: Put a Master Index (with dates and versioning) at /00_INDEX_AND_CHANGELOG so returning LPs can see what changed since last visit. This demonstrates attention to detail and operational excellence.

2025 Compliance Watch-outs (U.S.)

SEC Marketing Rule (Rule 206(4)-1) – performance: The Mar 19, 2025 FAQ updates allow use of extracted performance (incl. position-level) and certain gross performance characteristics without paired net figures if you meet conditions (e.g., prominent disclosures, fair/ balanced presentation, no cherry-picking). Coordinate language in your data room (methodology footnotes, attribution policy, track-record tables) accordingly.

Private Fund Adviser Rule (quarterly statements/audits/side-letter limits): Vacated by the Fifth Circuit in 2024, and the SEC did not seek review in July 2024. Many LPs still expect ILPA-style transparency—use the 2025 ILPA templates to meet the spirit without the (now-void) rule.

This is general information, not legal advice—coordinate with counsel before publishing performance/advertising content.

Presentation standards LPs reward

Net + gross, clearly labeled, with assumptions & fees spelled out. Map footnotes to the SEC FAQ terms you rely on.
ILPA-native outputs: Have ILPA Reporting Template v2.0 and Performance Template samples ready. It signals operational maturity on Day 1.
Version discipline: ISO-style file names (YYYY-MM-DD_Title_v1.2.pdf) and a changelog at the root. This demonstrates professional document management.
Access tiers: Stage your room—light "teaser" access first; unlock performance tables, LPA, side-letter template, and sensitive memos for qualified LPs as conversations progress. This is considered best practice.

Red flags that slow (or kill) a "yes"

Track-record math doesn't reconcile with fees/offsets or attribution policy.
No valuation policy or deviations from ASC 820 with no explanation.
Missing ILPA templates—LPs assume reporting pain later.
Security theater—no real cyber/BCP detail in 2025.
Side-letter chaos—no standard, no log.

Fund I vs. Fund II/III: what changes?

Fund I: Heavier on team narrative, process, and case studies from relevant prior roles; lighter realized DPI.

Later funds: Heavier on net performance, ILPA templates, audited financials, and reporting evidence. This reflects the different expectations for established vs. emerging managers.

Quick setup guide (90 minutes)

Copy the folder tree above.
Drop in your two-pager, decks, and process notes.
Upload legal drafts (PPM/LPA/sub docs) + policies (valuation, expense, conflicts).
Add performance tables (gross & net) with methodology footnotes consistent with your marketing-rule memo.
Load portfolio/pipeline summaries and reserves model.
Complete ILPA Reporting Template v2.0 + Performance Template samples; add to /09_IR_AND_REPORTING_READINESS.
Finish ESG/DDI: ILPA DDQ (incl. DEI/ESG sections) and Diversity Metrics Template.
Publish index & changelog, set access tiers, enable NDA gating, watermarking, and access logs.

How Peony Streamlines Fund Data Rooms

Peony accelerates fund fundraising with AI-powered organization and LP engagement tracking:

AI Organization:

Upload all fund documents in minutes
AI creates perfect folder structure automatically
Comprehensive organization vs. 20-40 hours manual work
Try Peony's AI structuring

LP Engagement Tracking:

See which LPs accessed materials and when
Track document engagement and time spent
Identify serious prospects vs. browsers
Perfect follow-up timing with analytics

Professional Presentation:

Custom branded domain (yourfund.peony.ink)
Modern, mobile-optimized interface
Secure document sharing with watermarks
Impressive presentation that builds LP confidence

Security & Compliance:

NDA-gated access for sensitive materials
LP-specific watermarks and access controls
Complete audit trails for compliance
Enterprise-grade security for fund data

Result: Professional fund data room that accelerates LP fundraising and demonstrates operational excellence.

Additional Resources

Grab-and-go deliverables

CSV master checklist (editable): Download template
Folder tree & naming scheme above (copy/paste)
ILPA templates: use the 2025 versions for reporting/performance to avoid "we'll fix it later" debt

Related Resources

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