Data room for a fund of funds raise
A fund of funds data room has to justify a second layer of fees: LPs want the manager selection record, the returns of underlying commitments and the access the team brings. It also has to respect confidentiality, because underlying GPs usually restrict what can be shared about their funds.
Folder index
- 01 Fund overview Strategy mix (primaries, secondaries, co-investments), target size, fee terms.
- 02 Offering documents PPM, LPA draft, subscription booklet.
- 03 Commitment history Every underlying commitment by vintage, strategy, size and current performance.
- 04 Manager selection Sourcing, scoring and approval process, sample investment memos with names removed.
- 05 Monitoring How underlying funds are tracked, LPAC seats held, watchlist process.
- 06 Fee analysis Total fees at both layers, with worked examples.
- 07 Benchmarks Comparison of underlying fund returns against stated benchmarks.
How this raise works
A fund of funds commits to a portfolio of underlying private funds, often adding secondaries and co-investments. Its investors are commonly smaller pensions, family offices, wealth platforms and foreign institutions that want diversified exposure without building their own team. Some are bespoke separate accounts rather than commingled funds.
Diligence asks whether the team picks managers well and can get into funds that are hard to access. LPs review the history of commitments by vintage and strategy, performance of underlying funds against benchmarks, the selection and monitoring process, and total fees across both layers. Expect questions about how many underlying funds would have been chosen anyway by the LP itself.
Two structural points come up. Under section 3(c)(1), a fund that owns 10 percent or more of an underlying 3(c)(1) fund's voting securities can be looked through, so its own investors count toward that fund's 100-owner limit; managers size commitments with this in mind. Underlying GPs also impose confidentiality terms, so detailed portfolio data from those funds may only go into the room in aggregated or anonymized form.
Best data rooms for this raise
The 16 rooms re-ranked with this raise's weights. Permission control carries the most weight here.
- Investor tracking 22%
- Permission control 27%
- Raise workflow 20%
- Investor onboarding 16%
- Cost of a raise 16%
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Full deal room with AI, a listed price and a 14-day free trial.
Price $149 a month Trial 14-day free trial Features 8 of 12 listed -
Long-running M&A platform with layered permissions and fast support.
Price Priced on request Trial Free trial available Features 9 of 12 listed -
Bank-grade platform for large processes, with AI and a mobile app.
Price Priced on request Trial Demo on request Features 10 of 12 listed -
Deal room with AI and readiness tools for preparing a process.
Price Priced on request Trial Free trial available Features 8 of 12 listed -
One of the oldest deal rooms, common on bank-led transactions.
Price Priced on request Trial Demo on request Features 8 of 12 listed -
Easy, reliable deal room favored by mid-market advisers.
Price Priced on request Trial Free trial available Features 7 of 12 listed -
Simple flat-rate deal room with signing and Q&A.
Price $250 a month Trial Free trial available Features 8 of 12 listed -
Security-focused deal room with detailed permission controls.
Price Priced on request Trial Demo on request Features 7 of 12 listed -
Deal room with a listed monthly price and an open API.
Price $299 a month Trial Free trial available Features 7 of 12 listed -
Content cloud with watermarks and signing, priced per user.
Price $15 a user a month Trial Free trial available Features 9 of 12 listed
Places 11 to 16: Drooms (7.2), DealRoom (7.0), ShareVault (6.9), Venue by DFIN (6.3), Digify (6.2), DocSend (5.8)
Folder index for the room
A starting index for this raise. Number the folders so the order survives exports and investors can cite them in questions.
- 01 Fund overviewStrategy mix (primaries, secondaries, co-investments), target size, fee terms.
- 02 Offering documentsPPM, LPA draft, subscription booklet.
- 03 Commitment historyEvery underlying commitment by vintage, strategy, size and current performance.
- 04 Manager selectionSourcing, scoring and approval process, sample investment memos with names removed.
- 05 MonitoringHow underlying funds are tracked, LPAC seats held, watchlist process.
- 06 Fee analysisTotal fees at both layers, with worked examples.
- 07 BenchmarksComparison of underlying fund returns against stated benchmarks.
- 08 DDQ and ODDDDQ, valuation approach for underlying fund interests, administrator, audit.
- 09 ComplianceForm ADV, conflicts policy, confidentiality obligations to underlying GPs.
- 10 LP foldersPer-LP side letters and separate account discussions.
Features this raise needs
| Feature | Why | Ellty | iDeals | Datasite | Ansarada | Intralinks | Firmex |
|---|---|---|---|---|---|---|---|
| View-only files | Files can be read but not saved or printed, and the setting can change mid-raise without a new invite. | ||||||
| Dynamic watermarks | Stamps the reader and a timestamp over every page, so a PPM that leaks carries its source with it. | ||||||
| Investor activity log | A per-investor record of opens, pages and minutes, which tells the IR team who is in diligence and who stalled. | ||||||
| Built-in redaction | Masks fee splits, investor names or personal data in place, with no edited duplicate to keep in sync. |
Setting up the room
- 01
Check what you may share
Read the confidentiality clauses of each underlying fund before uploading any of its reports or names.
- 02
Show fees honestly
Give a worked example of total fees and carry at both layers for a typical commitment.
- 03
Anonymize underlying data
Redact names and identifying details where underlying GPs require it, and say so in a note.
- 04
Restrict memos to serious LPs
Investment memos show your selection skill; make them view-only and limited to LPs in diligence.
- 05
Track look-through exposure
Record your ownership share in each 3(c)(1) underlying fund as commitments are sized.
Common mistakes
- Uploading underlying fund reports in breach of their confidentiality terms.
- Showing only net-of-underlying returns, hiding the second fee layer.
- Commitment history that leaves out funds that were later written down.
- Ignoring the 10 percent look-through when sizing a commitment to a small 3(c)(1) fund.
Calculators for this raise
Or take the four-question quiz and check the raise checklist.
Questions and answers
Why do investors use a fund of funds?
For diversification across managers and vintages, access to funds they could not get into alone, and a team that handles selection and monitoring, in exchange for an extra layer of fees.
What is the 3(c)(1) look-through rule?
If a company that is an investment company, or would be one but for 3(c)(1) or 3(c)(7), owns 10 percent or more of a 3(c)(1) fund's voting securities, its own holders count toward that fund's beneficial owner limit.
Can a fund of funds share underlying fund data with prospects?
Only within the confidentiality terms of each underlying fund. Many managers share aggregated or anonymized data and keep names to a minimum.