Investing through the gateway follows a clear, compliance-first sequence. Each step has a document, and each document gates the next. Understanding the order — and what each stage commits you to — keeps the process fast and clean.
Step 1 — Sign the NDA
Everything begins behind a non-disclosure agreement. Before any teaser, data room or fund terms change hands, the manager and the prospective investor put confidentiality in place. Where only the manager is disclosing — the usual case at the start — a one-way NDA is cleanest; where both sides will share sensitive information (for example in a co-investment), a mutual NDA runs the obligations both ways. The NDA is not a commitment to invest; it simply protects what is about to be shared.
Step 2 — Self-certify and open the data room
Next comes eligibility and onboarding. The investor completes a self-certification questionnaire confirming accredited / qualified status and declaring source of wealth and source of funds. This supports the manager’s know-your-customer (KYC) and anti-money-laundering (AML) obligations and unlocks the secure data room — the private placement memorandum (PPM), the limited partnership agreement (LPA) draft, the track record and the live pipeline.
Step 3 — Work through the DDQ
Serious investors then run due diligence. The investor issues a due-diligence questionnaire (DDQ) — often the ILPA standard — covering the firm and team, strategy and process, track record, risk management, legal and compliance, operations and valuation, ESG, and fees and terms. The manager returns a structured response, indexed against a cover sheet that lists the sections answered and the data-room exhibits provided.
Step 4 — Agree terms, then subscribe
- A term sheet records the headline economics — the commitment amount, the instrument, the valuation or commitment basis, and the governance the investor expects. Most of it is non-binding and subject to contract; a few clauses (exclusivity, confidentiality, costs) usually bind.
- The subscription agreement is the binding document under which the investor commits capital and makes its eligibility representations. It sets the commitment, the funding basis, completion mechanics, warranties and a risk acknowledgement.
- On the first close (or completion) the investor is admitted and recorded in the register.
Step 5 — Fund on capital calls
Most fund commitments are not paid up front. Instead the manager draws the commitment down over the investment period through capital-call (drawdown) notices as deals are funded. The investor pays each called amount in cleared funds by the date specified. Distributions later flow back through the waterfall.
Each document in this chain — NDA, investor questionnaire, DDQ cover & index, term sheet and subscription agreement — is available as a fillable template. They are starting points for ordinary use, not legal advice, and any live deal should be papered with qualified counsel. Nothing here is an offer of, or solicitation to invest in, any security.