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Phase Four: Governance Assessment

Governance Assessment Checklist

  • Board composition: two or more independent directors with documented relevant experience and no undisclosed conflicts with the manager.
  • Board meeting frequency and minutes: at minimum quarterly meetings with documented agendas, substantive discussion records, and formal resolutions.
  • Director engagement: evidence that directors review NAV calculations, valuation policy, and risk reports independently of management presentations.
  • Escalation procedures: documented process for the board to require management action or exercise override authority in defined scenarios.
  • Conflicts of interest policy: documented and disclosed, covering the manager, directors, and key service providers.
  • Auditor independence: CIMA-registered auditor with no undisclosed conflicts and a current engagement for the fund's most recent fiscal year.

Phase Five: Reference Checks and Investment Committee Approval

At the fifty-million-dollar ticket level, the investment committee will require independent reference checks on the manager and the key individuals. These typically include references from prior employers, professional contacts, and ideally existing investors in the fund. The investment committee presentation must consolidate the investment, operational, legal, and governance findings into a single document that supports a documented approval or decline decision.

Managers who arrive at this process with complete documentation, no outstanding ODD questions, and no undisclosed material matters move through it in the minimum time. Managers who require iterative follow-up to resolve gaps extend the timeline at both ends and create the impression of disorganisation that investment committees find unfavourable regardless of the underlying strategy quality. The analysis of what allocators actually assess in a capital-raising process sets out the behavioural and structural dimensions that determine outcomes at this scale. The CV5 Capital digital asset fund platform is designed to ensure that managers are ODD-ready at every stage of this checklist before their first institutional conversation.


Key Takeaways

  • A fifty-million-dollar institutional allocation requires a documented five-phase due diligence process covering investment qualification, operational due diligence, legal review, governance assessment, and reference checks. No phase is optional.
  • The track record must be independently administered and audited, include at least one stress period, and demonstrate performance attribution that separates strategy alpha from market beta.
  • Operational due diligence at this scale involves direct verification with service providers, not solely manager representations. Incomplete documentation extends the timeline and creates adverse impressions.
  • Legal review independently confirms CIMA registration status, manager regulatory authorisation, and the absence of undisclosed material legal or regulatory events.
  • Governance assessment requires evidence of substantive board engagement, not merely the presence of independent directors. Board meeting minutes are a documentary requirement.
  • Managers with complete, accurate documentation who can respond to ODD questions within forty-eight hours complete this process in four to six weeks. Managers who cannot extend it to three to six months and risk losing the allocation window.

Build the Infrastructure That Passes a $50M Due Diligence Process

CV5 Capital's CIMA-regulated platform provides the institutional documentation, governance records, and operational infrastructure that institutional allocators require at every level of the due diligence checklist.

Speak with our team about positioning your digital asset fund for institutional capital at scale.

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This article is produced by CV5 Capital Limited for informational purposes only and does not constitute legal, regulatory, investment, tax, or financial advice. The due diligence framework described is illustrative of institutional practice and does not represent the stated requirements of any specific institution. CV5 Capital Limited is registered with the Cayman Islands Monetary Authority (CIMA Registration No. 1885380, LEI: 984500C44B2KFE900490).
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