This document governs ALL AI systems used by ALL fund personnel. Individual GP preferences do not override this framework. One standard. No exceptions.
This document establishes what data AI agents may access, under what conditions, and with what restrictions. It applies to all AI systems used by any fund personnel, including GP AI partners, analyst tools, and any future systems.
Why this exists: AI access to fund documents creates operational leverage but also creates risk -- data leakage, regulatory non-compliance, LP privacy violations, and privilege waiver. This constitution draws a clear, enforceable line.
Governing law and regulatory references: see Legal tab.
One standard. No exceptions.
Four GPs may use four different AI partners. All four follow this framework.
| Level | Badge | Definition |
|---|---|---|
| Full | Full | AI has unrestricted access. Can analyze, summarize, draft, flag issues. |
| Support | Support | AI provides research support. AI cannot access raw data. The human authors the output. AI assists with structure, frameworks, comparable analysis. |
| Redacted | Redacted | AI sees a version with sensitive fields removed. Names, amounts, addresses, personal identifiers stripped. AI analyzes structure and patterns, not specific commercial details. |
| Reference Only | Reference Only | AI knows the document exists and its purpose. Cannot see contents. Can reference its existence in context. |
| No Access | No Access | AI has zero access. Document is never shared, referenced, or described to AI. Human-only. |
When in doubt, find it here.
Behavioral principle: Before sharing, ask: "Does the AI need the specific names and numbers, or just the pattern?" If the pattern is sufficient, redact the specifics.
The primary reference for employees. Every document type the fund handles, classified with explicit permissions and restrictions.
| Document Type | Access Level | AI Can | AI Cannot |
|---|---|---|---|
| Market Research & Industry Analysis | Full | Analyze, summarize, compare, flag trends | -- |
| Fund Marketing Materials | Full | Draft, edit, format, suggest improvements | -- |
| Published Articles & Thought Leadership | Full | Research, draft, edit, suggest topics | -- |
| Operational Procedures & Workflows | Full | Document, optimize, suggest improvements | -- |
| Public Regulatory Filings (Form D) | Full | Review, summarize, flag requirements | -- |
| GP Strategic Thinking & Thesis | Full | Brainstorm, challenge, research, structure | -- |
| Compliance Manual | Full | Analyze, reference, help update | -- |
| Due Diligence Reports | Support | Research public data, competitive analysis, red flag scanning, structure frameworks | Access data room materials, draft final conclusions, sign off on findings |
| Investment Committee Memos | Support | Structure format, comparable analysis, market context | Draft final IC recommendation, access confidential deal terms |
| Portfolio Company Board Decks | Support | Help structure, suggest frameworks | Access actual financial figures, LP-specific data |
| Portfolio Company Board Minutes | Support | Help structure agendas, prepare follow-ups, research context | Access raw sensitive deliberations, make decisions on behalf of board |
| Portfolio Company Financials | Redacted | Analyze patterns, compare structures, flag anomalies | See company names, specific figures (unless analysis requires them) |
| Term Sheets & Deal Terms | Redacted | Analyze clause structure, compare against templates | See counterparty names, specific valuations (unless required) |
| Fund Strategy Documents | Redacted | Help refine thesis, market analysis | See specific pipeline targets with deal values |
| Internal Partner Communications | Redacted | Understand context for tasks | See raw partner disputes or disagreements |
| Aggregate Fund Performance | Redacted | Analyze trends, benchmark, draft commentary | See individual LP attribution |
| Employee Compensation Data | Redacted | Analyze aggregates, benchmark ranges | See individual records |
| Private Placement Memorandum (PPM) | Redacted | Help draft sections, review structure, flag regulatory requirements | See specific LP-targeted terms without redaction |
| Capital Call Notices | Redacted | Help structure and format | See individual LP names, amounts, bank details (redact before sharing) |
| Distribution Notices | Redacted | Help structure and format | See individual LP names, amounts, bank details |
| Annual Audited Financial Statements | Redacted | Analyze patterns, compare periods | See LP-specific allocations |
| Quarterly LP Reports (final) | Redacted | Help draft narrative, analyze aggregate performance | See individual LP attribution |
| Valuation Reports / NAV Statements | Redacted | Help with methodology analysis, benchmarking | See specific portfolio company marks without redaction context |
| Advisory Board Materials | Redacted | Help prepare agendas, research topics | See specific names and terms without redaction |
| Investor DDQ Responses | Redacted | Help draft responses, structure answers | See LP-specific details in questions |
| Limited Partnership Agreement (LPA) | Ref Only | Know it exists, reference general structure | See specific terms, waterfall provisions, LP-specific clauses |
| Side Letters | Ref Only | Know they exist, reference in context | See any contents |
| Subscription Agreements | Ref Only | Know they exist | See LP details |
| Co-investment Agreements | Ref Only | Know they exist, reference in context | See specific terms, third-party details |
| Fund Formation Documents | Ref Only | Know structure exists | See raw legal filings |
| Insurance Policies (D&O, E&O, Cyber) | Ref Only | Know coverage exists | See policy terms, limits, exclusions |
| LP Personal Data (SSNs, passports, bank details) | No Access | Nothing | Everything -- never shared under any circumstance |
| KYC/AML Documentation | No Access | Nothing | Everything -- regulatory violation |
| Attorney-Client Privileged Communications | No Access | Nothing | Everything -- privilege waiver per Heppner |
| Material Non-Public Information (MNPI) | No Access | Nothing | Everything -- securities law violation |
| Suspicious Activity Reports (SARs) | No Access | Nothing | Everything -- criminal offense (tipping-off) |
| Individual LP Commitment Amounts | No Access | Nothing | Everything -- breach of confidentiality |
| Raw NDA-Protected Documents | No Access | Nothing | Everything -- breach from transmission itself |
| K-1 Tax Documents | No Access | Nothing | Everything -- LP personal tax information |
| GP Commitment Documentation | No Access | Nothing | Everything -- personal financial commitments of principals |
| Wire Instructions / Bank Details | No Access | Nothing | Everything -- financial infrastructure, fraud risk |
These items never touch any AI system under any circumstances. There is no "with care" option. There is no "use judgment." The answer is always NO.
For data in the Support and Redacted tiers, a mechanical rule is not always sufficient. Apply this test:
"Does the AI need the specific details, or just the pattern?"
When in doubt, redact first. You can always add specifics later. You cannot un-share what has already been shared.
If a data type is NOT listed in the classification table, DO NOT share it and DO NOT refuse the task. Escalate to the AI Governance Officer for classification before proceeding. The default is ESCALATE, not SHARE and not REFUSE.
Data classification is not permanent. Some data moves between tiers based on context:
| Scenario | Classification Change |
|---|---|
| Deal under active negotiation → deal publicly announced | Redacted → Full |
| Portfolio company quarterly financials during reporting period → after LP report published | Redacted → Reference Only (aggregated in published reports) |
| Draft IC memo → final IC decision documented | Support → Redacted (final version with redacted specifics can be referenced) |
| Pipeline company under evaluation NDA → company passes, NDA expires | No Access → Redacted (if NDA permits post-expiry use) |
Reclassification requires AI Governance Officer approval. No individual can reclassify data unilaterally.
| Role | Responsibility |
|---|---|
| AI Governance Officer | Owns this document. Handles escalations. Conducts quarterly reviews. Approves reclassifications. To be assigned by GP resolution. |
| General Partners | Follow this framework without exception. Model correct behavior. Report violations immediately. |
| Analysts / Associates | Follow this framework. When uncertain, escalate -- never guess. |
| External Advisors | Bound by this framework when using fund AI systems. Must acknowledge in writing before access is granted. |
| AI Systems (all) | Must be configured to refuse No Access data if technically possible. Cannot override GP-locked compliance rules. |
AI Governance Officer: [To be named by GP resolution before first close]
This classification applies to ALL AI systems used by ALL fund personnel. Four GPs may use four different AI partners. All four follow this framework. Individual preferences, workflows, or AI system capabilities do not override these classifications.
If an AI system cannot technically enforce a classification (e.g., cannot redact automatically), the human user is responsible for manual compliance.
One standard. No exceptions.
| Severity | Example | Response |
|---|---|---|
| Level 1 Inadvertent, no harm |
Shared a company name that should have been redacted, caught immediately | Document the incident. Coaching conversation. Update training. |
| Level 2 Policy violation, potential harm |
Shared portfolio financials without redaction on consumer AI platform | Formal written warning. Mandatory retraining. Incident logged. AI Governance Officer review. |
| Level 3 Serious breach |
Shared LP personal data, KYC docs, or MNPI with AI | Immediate suspension of AI access. Investigation. May result in termination, clawback of compensation, and personal liability for resulting breach. Report to JFSC if required. |
"I didn't know" is not a defense. This document exists. Every fund employee acknowledges it in writing.
All violations are logged. Logs are reviewed quarterly. Patterns trigger systemic review.
Holding: Information input into consumer AI platforms does NOT receive attorney-client privilege protection.
Rule: "Sharing privileged information with consumer AI tools waives privilege over the underlying communications."
Implication: Once waived, subsequent disclosure to attorneys cannot cure the waiver.
Exception: Counsel-directed use on a secure enterprise platform with contractual confidentiality terms could yield a different result.
Fund Policy: All attorney-client communications are classified No Access. No exceptions. If you need AI assistance with legal analysis, request a sanitized summary from counsel -- do not input privileged communications directly.
Ready-to-use paragraph for offering documents:
"The Fund uses AI-assisted tools for operational efficiency, including research, communications, and portfolio monitoring. The General Partner maintains an AI Data Governance Constitution governing data classification and handling across five access tiers. LP personal data is classified as Restricted and is never shared with AI platforms. The Fund's AI governance framework is available for LP review upon request."