How to sell an LP interest in a private fund

01Read the LPA before anything else

The limited partnership agreement controls the sale the way a company’s bylaws control a share sale. Look for the transfer article: GP consent (nearly always required, and often at the GP’s sole discretion), any right of first refusal for the GP or other LPs, transfer windows or lockups, and minimum sizes. A buyer’s price on an interest the GP will not consent to transfer is not a price.

02Assemble the file a buyer needs

The LPA and your subscription documents, the latest quarterly report and capital account statement, the capital call and distribution history, and your remaining unfunded commitment. LP secondaries price off the fund’s reported NAV, so the reference quarter — the record date — anchors everything. A clean file is the difference between an indication in days and one in weeks.

03Understand how the price is quoted

LP interests trade as a percentage of NAV as of the record date, adjusted for capital calls and distributions between that date and close: calls you fund after the record date are typically added to the price, distributions you receive are subtracted. Where the percentage lands depends on the fund’s age and quality, the GP’s name, the assets left in the portfolio, and how much unfunded commitment the buyer must assume. Funds in wind-down and tail-end positions trade differently from young funds.

04The buyer assumes your whole seat

An LP transfer is not just the assets — the buyer steps into your commitment, funded and unfunded. They take over future capital calls, and they inherit your capital account. This is why the unfunded number moves price so much, and why buyers diligence the GP as hard as the portfolio: they are signing up for a relationship, not a position.

05GP consent is the clock

Once terms are agreed, the transfer goes to the GP for consent. Most GPs process routine transfers to credible institutional buyers without drama — but on their calendar, often quarterly, and some charge a transfer fee or require counsel review at your expense. A GP can also simply say no. A buyer the GP already knows clears consent faster than a stranger; this is where who finds your buyer matters.

06Close on the fund’s rhythm

Purchase and sale agreement, transfer agreement, GP consent letter, and often a closing timed to a quarter end so the capital accounts cut over cleanly. Sixty to one hundred twenty days start to finish is normal for a straightforward single-interest sale; portfolios and complicated funds run longer. A sale of private fund interests is a taxable event with its own wrinkles — allocations, the fund’s tax year, your K-1 — worth an hour with your tax adviser before signing.

Where a desk earns its place

Two places. The buyer: most LP interests sell best to a buyer who already knows the GP, and a desk with standing relationships among secondary funds and family offices starts there instead of running your name through an auction. The consent: a transfer the GP finds easy to approve — recognized buyer, clean file, quarter-end timing — closes; one that fights the LPA does not. Tell this desk the fund, your commitment and roughly the unfunded balance, and an indication comes back once the file supports one. There is no fee to ask, nothing up front, and the fee is quoted on the file in writing — how the fee works. The desk’s LP service page is at LP liquidity.

Common questions

What discount to NAV should I expect?

There is no single number, and distrust anyone who quotes one before seeing your fund. Pricing moves with the GP’s quality, the fund’s age, what remains in the portfolio, the reference date’s staleness, and the unfunded commitment the buyer assumes. Strong recent-vintage funds with good GPs can trade near — occasionally above — NAV; tail-end and troubled funds trade well below. A real indication comes from showing the actual interest to buyers.

Can the GP block my sale?

Usually yes — most LPAs require GP consent, often at the GP’s discretion. In practice GPs consent to routine transfers to institutional buyers they recognize, on their own timetable. The practical move is to sell through a process the GP finds easy to say yes to: a known buyer, clean documents, and a transfer that lands on their quarterly calendar.

What happens to my unfunded commitment?

The buyer assumes it — future capital calls become theirs. The size of the unfunded relative to NAV is one of the biggest price movers: a large unfunded commitment is a future obligation the buyer prices in, and some buyers will not take interests above a certain unfunded ratio at all.

What is a GP-led continuation fund, and is it the same as selling?

In a GP-led deal, the GP moves assets into a new vehicle and offers existing LPs a choice: cash out at the deal price or roll into the new fund. It is a liquidity event you are invited to, on the GP’s terms and timeline, rather than a sale you run. If one is on the table, evaluate it before starting an LP-led sale — and know that the deal price was negotiated by the lead buyer, not by a process you controlled.

Who buys LP interests?

Dedicated secondary funds, funds of funds, pensions and sovereigns topping up exposure, and family offices — overwhelmingly institutional. Most buyers want known GPs and will pay more for funds they already hold or have diligenced. That is why the route to a buyer who already knows your fund usually beats a broad auction.

How long does an LP secondary take?

A straightforward single interest: commonly sixty to one hundred twenty days from engagement to close, with GP consent and quarter-end mechanics setting most of the calendar. A price indication comes much sooner — days to a couple of weeks once the file is assembled.

None of this is legal or tax advice; the LPA controls, and a fund-interest sale deserves your tax adviser’s hour before it closes.

Read next

• Direct transfer, SPV or forward — the structures compared, including the sale of a fund interest.
• The share-sale process, step by step — the company-side counterpart to this page.
• How the broker’s fee works — the success-fee model and the warning signs.
• The ROFR and company approval — the company-side gatekeeper, for the shares you hold directly.
• Every route to liquidity, compared — tender, broker, marketplace, forward, or wait.