An estate or trust that holds an LP interest can keep it until the fund winds down, or sell it on the secondary market for cash now. The sale works like any LP-led secondary: a buyer steps into the position, including any unfunded commitment, under a purchase agreement and a GP-approved transfer.1 The person with authority to act for the estate or trust, typically the executor or trustee, acts as the seller. On The Boring Desk they list the interest, upload the fund documents, and the desk runs the sale from underwriting to wire.
What is different in this situation
- The executor or trustee creates the seller account and uploads the LPA, the latest capital account statement and the most recent GP letter.
- The desk underwrites NAV independently, so the estate sees how the reported NAV compares with where comparable interests trade before it decides anything.
- Nothing is sold until the estate accepts a bid and signs the purchase agreement.
How the sale runs on The Boring Desk
| Step | What happens |
|---|---|
| Intake | Create a seller account, name the fund, GP, vintage, strategy and reported NAV, confirm accredited-investor status, and upload the LPA, the latest capital account statement and the most recent GP quarterly letter. |
| Underwriting | The documents are extracted, including the LPA's transfer provisions. NAV is underwritten independently against strategy and vintage benchmarks, and a banker approves the valuation before anything goes out. |
| CIM and model | The desk produces a confidential information memorandum and an Excel model for the position. |
| Marketing | A blind profile goes to buyers whose mandate matches. Buyers sign an NDA before the data room opens, and your identity is disclosed only when you authorize it. |
| Bids | Buyers submit nonbinding indications as a percentage of NAV. You accept, reject or counter each one. |
| LOI and PSA | A letter of intent, then the purchase and sale agreement, which is the binding document. |
| Transfer and GP consent | The transfer agreement and the consent requests (GP consent, and LPAC, ROFR or ROFO waivers where the LPA requires them) are sent and tracked, with reminders, until each is answered. |
| Closing and wire | Closing tax forms are collected, the transfer completes at the fund's transfer window, and the proceeds are wired. |
Transfer and pricing mechanics
The transfer of an interest into an estate at death is one of the private transfers that the publicly traded partnership rules disregard. A later sale by the estate to a buyer is a separate transfer, which the GP assesses in the usual way.2
Secondary prices are quoted as a percentage of NAV at a reference date. Across LP portfolios the average was 87% of NAV in H1 2026, with wide variation by strategy and vintage.3
Until the transfer closes, the current holder keeps funding capital calls. Calls funded after the reference date are added to the purchase price, and distributions received after it are deducted.4
If the seller is not a US person, the buyer must withhold 10% of the amount realized unless a certification applies. A US seller removes that withholding by providing a Form W-9.5
What it costs
The seller pays a 3% success fee on the transaction value, owed only on settlement. No retainer and no upfront fee. Buyers pay nothing.
Sources
- Ropes & Gray, considerations for institutional investors contemplating a secondary sale
- 26 CFR §1.7704-1, publicly traded partnership safe harbors (eCFR)
- Jefferies, Global Secondary Market Review, July 2026 (H1 2026), pp. 5 and 6
- HSF Kramer, LP-led fund secondaries: what you need to know
- Prager Metis, the impact of Section 1446(f)