Operational Due Diligence (ODD)
ODD evaluates whether a manager can safely operate: controls, valuation, compliance, reporting, and resilience. It answers: can this firm run money through stress without operational failure?
ODD is the allocator review of a manager’s operational integrity—governance, controls, compliance, valuation processes, service providers, cybersecurity, and business continuity. ODD exists because investment returns can be destroyed by operational failure: weak cash controls, inaccurate valuations, conflicts, reporting breakdowns, or resilience gaps.
From an allocator perspective, ODD is often a gate. High conviction on strategy does not survive weak operational infrastructure.
How allocators define ODD risk drivers
Allocators assess:
- Segregation of duties: who can initiate/approve wires and reconcile accounts
- Valuation governance: policy, oversight, independence, escalation
- Service providers: admin/audit quality, independence, stability
- Compliance maturity: testing, documentation, regulatory posture
- Conflict controls: allocations, side vehicles, related-party policy
- Reporting reliability: timeliness, transparency, data integrity
- Cybersecurity & BCP: incident response, DR testing, continuity plan
- Governance ownership: who is accountable for controls and why
Allocator framing:
“Do controls prevent bad outcomes—or just describe them after the fact?”
Where ODD matters most
- strategies with valuation discretion
- complex vehicles (SPVs, side pockets, multiple funds)
- managers scaling rapidly
- stressed markets where marks and liquidity pressure rise
How ODD changes outcomes
Strong ODD:
- accelerates approvals and reduces late-stage blockers
- increases long-term allocator trust and re-up probability
- reduces operational blow-up risk in stress events
Weak ODD:
- triggers delays and heavier side letter demands
- creates silent “no decision” outcomes
- increases perceived reputational risk for institutional LPs
How allocators evaluate ODD discipline
Conviction increases when managers:
- have documented procedures matching actual workflows
- show evidence of testing (BCP/cyber drills, compliance reviews)
- maintain stable, credible service providers
- provide reporting samples that reconcile cleanly
What slows allocator decision-making
- DIY controls with no documentation
- unclear valuation oversight
- weak wire approval controls
- provider churn without explanation
Common misconceptions
- “ODD is for big funds” → it’s for any manager taking institutional capital.
- “Admin + audit = safe” → governance and controls still matter.
- “We’ll improve ODD later” → allocators price operational risk immediately.
Key allocator questions during diligence
- Who can move cash and what approvals exist?
- How are valuations set, reviewed, and challenged?
- What testing has been done for BCP/cyber and when?
- Who are service providers and what is their scope?
- How are conflicts and allocations governed across vehicles?
Key Takeaways
- ODD is a trust gate, especially under stress
- Controls must be real, owned, and tested
- Strong ODD increases speed and relationship durability