Starting Point: Your Liquidity Priorities

• To get started, how would you rank your primary liquidity goals: capital reallocation, meeting liability needs, de-risking, or organizational change? Options: Capital reallocation, Meeting liability or cash needs, De-risking/exposure reduction, Funding a new mandate, Organizational change or divestiture
• Which of these timelines best matches your target for completing a sale? Options: Within 2 weeks, Within 1 month, Within 3 months, 3 to 6 months, Longer than 6 months, No firm timeline
• Tell me about the last time you sold a private fund position, including how long it took from engagement to close.
• Share the internal approval steps and which committees or roles must sign off on a transaction like this.
• List the dollar or percentage bands for the portion of your private markets allocation you are willing to free up now. Options: < 1% of AUM, 1%–5% of AUM, 5%–10% of AUM, 10%–25% of AUM, > 25% of AUM
• Rank how important each is for this mandate: certainty of close, net price, speed, confidentiality. Options: Certainty of close, Net price, Speed to close, Confidentiality

Where timing and process most often fail

• If the deal timeline slips by a month, what key project or regulatory deadline would break or change your decision?
• When you think about recent auction processes you've seen, which step caused the most value erosion? Options: Initial valuation misread, Lengthy diligence, Buyer retrade, Consent delays, Unexpected tax issues, Other
• Describe any experiences where a buyer retraded or delayed and what that cost you in rework, opportunity, or stakeholder confidence.
• Who on your team becomes most vocal if pricing moves, and how does that influence final decision making? Options: CIO/Head of PM, CFO/Controller, Investment committee, External advisor, Legal/compliance
• Estimate how much of your intended proceeds would be at risk if consents or covenants add unexpected timing. Options: < 5%, 5%–10%, 10%–20%, > 20%, Unsure

How your portfolio actually looks to a buyer

• What hidden complexity in your portfolio would make a buyer increase due diligence time by weeks?
• Walk me through the mix between fund LP stakes and direct company holdings, including approximate counts by type.
• List the top five funds or direct sectors that contain most of the value in the package, by percentage or dollar band.
• Tell us which LPs or GPs have transfer restrictions or consent policies that regularly slow transactions.
• Are there any legacy side letters, co-invest arrangements, or preferred return waterfalls that materially alter cash flows? Options: Yes, several, Yes, a few, None known, Unsure
• Identify the single portfolio holding or agreement that, if not transferable, would make you pause the sale.

Deal economics and structural limits

• Which payment structures would you never accept: deferred-only, earnout-heavy, or escrow-first? Options: Deferred-heavy, Earnout-heavy, Escrow-first with long release, No cashless structures, Open to negotiation
• Would accepting a small deferred component materially improve the price you can achieve? Options: Yes, significantly, Yes, modestly, No, not meaningfully, Unsure
• Rate how flexible your tax and accounting teams are on alternative settlement mechanics. Options: Very flexible, Somewhat flexible, Limited flexibility, No flexibility
• If a buyer proposed a 90/10 split between cash now and contingent upside, what is the minimum immediate cash you would require?
• Please estimate the maximum acceptable deferral period in months for any contingent payments. Options: 0 months, 3 months, 6 months, 12 months, 24 months+, Depends on structure
• Describe any internal rules that prevent accepting earnouts, such as board policy or auditor guidance.

Decision-makers, influencers, and gatekeepers

• Who would walk out of the room if a deal closed without their explicit sign-off? Options: CIO/Head of PM, CFO, General Counsel, Investment Committee Chair, Board member, No single person
• Name the roles that must approve pricing, legal terms, and settlement mechanics. Options: CIO/Investment Committee, CFO/Finance, Legal/Compliance, Treasury, External advisor sign-off
• In recent deals, who led consent negotiations with the GP or LP advisory committee and how long did that take? Options: Internal legal, External counsel, Placement agent, Internal PM team, Other
• Provide external advisors you typically involve, such as secondary advisors, tax counsel, or custodians. Options: Secondary advisor, Tax counsel, Transfer agent/custodian, Placement agent, None
• When push comes to shove, whose risk tolerance sets the deal's limits: CFO, CIO, legal, or board? Options: CFO, CIO/Head of PM, Legal/Compliance, Board/Trustees, Shared equally
• Assuming the primary approver is unavailable for a month, who fills their role and what authority do they have?

Readiness issues that stop deals cold

• What single technical or compliance barrier would force you to take this off market immediately?
• Estimate how clean and accessible your holdings data are, on a scale from 1 to 5. Options: 1 - Fragmented and incomplete, 2 - Patchy, 3 - Mostly accessible, 4 - Clean and well organized, 5 - Audit-ready
• Identify the systems where position and cashflow data live, and who owns each.
• Do you have standing API or reporting feeds that can export LP statements, capital calls, and distributions? Options: Yes, full feeds, Partial exports available, Only manual statements, No automated reporting
• Please name the person responsible for producing transfer paperwork and whether they can commit to target turnaround times.
• Are there any regulatory filings or internal compliance approvals that must clear before a buyer can receive ownership? Options: Yes, regulatory clearance, Yes, internal compliance approval, Both, No

Other paths you are considering

• Under what circumstances would your current approach remain preferable to a sale instead of changing course now?
• Indicate whether anyone inside your firm has proposed solving this without an outside partner, and what solution they suggested. Options: Liquidity facility or credit line, Synthetic hedging, Portfolio restructuring internally, Holding until maturity, Other
• Name any incumbent buyers, placement agents, or advisors currently engaged on this mandate.
• Compare the strengths and risks of the internal option versus a sale in terms of timeline, certainty, and net proceeds.
• Choose the outcome that would leave your committee more comfortable: slightly lower price with immediate close, or higher price with extended conditional payments. Options: Lower price, immediate close, Higher price, extended conditional payments, Prefer hybrid solution, Undecided
• State the concrete metrics or milestones that would prove the internal option was the right call.

What will make this happen fast

• Assuming the buyer meets your target net proceeds, what single unresolved item would still block a sign-off?
• Provide the documents and approvals that must be complete before funds can be wired. Options: Executed SPA/transfer agreement, GP consent or waiver, Tax withholding forms, Board or committee minutes, KYC/AML clearance
• Give the earliest realistic close date you can accept and the factors that could move that date earlier or later.
• Designate the person who can execute settlement instructions and confirm wire transfers on the day of close.
• Approximate how quickly your tax team can produce required withholding documentation once a purchase agreement is signed. Options: Same day, 2–3 business days, 1 week, 2+ weeks, Longer or depends
• Point to the single consent or approval, if denied, that would terminate the transaction.

• Transaction Experience Session

• Confirm the current state and its cost
• You confirm the mapped transaction type(s) for each portfolio segment eliminate the mismatch you described in Discovery.
• Provide a representative sample of 10-20 fund positions with NAV, vintage, GP contact (if available), outstanding commitments, and desired liquidity timing for model calibration.
• You confirm the demonstrated pricing outputs meet your minimum proceeds expectations or identify the gap to your target.
• Map transaction types to your positions
• Deliver binding indicative pricing memo for the sampled positions within 10 business days after receiving the sample.
• Document and share your internal approval roles and decision timeline for secondary transactions.
• You agree that the proposed execution timeline meets your internal approval and liquidity deadlines or specify what must change.
• Demonstrate pricing methodology and expected outcomes
• Show execution timelines and tradeoffs
• You identify any remaining evidence needed to reach a go/no-go decision.
• Schedule a decision review within 5 business days after delivery of indicative pricing to confirm next steps.
• Live proof using a representative scenario
• Validate the fit

• Transaction Experience Session
• Transaction Experience Deck
• Transaction Experience Brief

• meeting
• slides
• document

• Deliver binding indicative offer
• Provide bottom-up portfolio valuation model
• Manage virtual data room and document collection
• Prepare and execute purchase and transfer agreements
• Manage LP advisory committee consent process
• Structure and document GP-led continuation vehicles
• Administer escrow, deferred payment, and earnout mechanics
• Execute KYC/AML and regulatory transfer compliance
• Process ownership transfers and custodian record updates
• Provide tax structuring and withholding administration
• Operate post-close earnout and escrow settlements
• Manage confidential investor communications to limit leakage

Deliver binding indicative offer

• Which signing authority will be recognized for a binding indicative offer (for example the authorized signer listed on the subscription agreement)? Options: CIO, Head of Private Markets, Treasurer, Other
• Do you require a specific confidentiality or non-disclosure provision to be included with the indicative term sheet (for example a market-leakage clause or announcement embargo)? Options: Yes, No
• List the portfolio artifacts we should review to produce a binding indicative offer (for example LP schedule, capital account statements, side letters). Options: LP schedule, Capital account statements, Side letters, KYC files, Other
• Provide your preferred currency and foreign exchange treatment for the indicative offer (for example USD delivered net of FX fees). Options: USD, EUR, GBP, Other
• Specify any minimum cash or deferred components you require in the proposed deal structure (for example minimum upfront cash percentage, maximum earnout percentage).
• Confirm the evidence that will validate the indicative offer as binding (select up to two): Options: Signed term sheet by your authorized signer, Internal committee approval document, Receipt of escrow deposit, Other

Provide bottom-up portfolio valuation model

• When should the model use the most recent NAV (for example most recent quarter-end) for cashflow and discounting alignment? Options: Most recent quarter-end, Most recent month-end, Latest available NAV
• How many distinct fund vehicles and direct stakes must be modelled individually (count of fund LP interests and direct holdings)? Options: 1-10, 11-50, 51-200, 201+
• Are there fund-level GP-led continuation vehicles or structured notes in the portfolio that require bespoke cashflow treatment or rollover assumptions? Options: Yes, No
• Identify any side letters, preferential economics, or subscription agreement clauses that require bespoke waterfall or hurdle treatment in the model. Options: Side letters, Preferential economics, Distribution holdbacks, None
• Select required valuation outputs (for example per-interest cashflow model, consolidated NAV bridge, IRR/TVPI by interest, stressed scenarios). Options: Per-interest cashflow model, NAV bridge, IRR and TVPI by interest, Stressed scenarios, Other
• Upload or specify the model sign-off owner and acceptance thresholds for the valuation model (for example variance tolerance relative to your internal NAV). Options: Spreadsheet (CSV/XLSX), Fund accounting export, PDF statements, Other

Manage virtual data room and document collection

• Indicate the primary VDR access model you prefer for investor and fund documents (for example watermarked view-only, download allowed to approved users, time-limited links). Options: Watermarked view-only, Download allowed to approved users, Time-limited access links, No preference
• Estimate the total number of documents and aggregate file size you expect to upload to the VDR to size storage and bandwidth (for example <500 files / <5GB). Options: <500 files / <5GB, 500-2,000 files / 5-50GB, 2,000+ files / 50GB+
• Attach the list of external advisors who require delegated VDR access and indicate whether they need redacted views.
• State your expected turnaround for uploading and tagging LP schedules and transfer consents in the VDR. Options: 48 hours, 3-5 business days, More than 5 business days
• Choose the retention period for audit logs and download records for subscription and KYC documents. Options: 1 year, 3 years, 7 years, Custom
• Describe any regulatory restrictions on storing investor tax forms (for example W-9 or W-8BEN) that we should enforce in the VDR.

Prepare and execute purchase and transfer agreements

• Detail which agreement templates should be used as the starting point (for example purchase and sale agreement, assignment and assumption agreement, escrow instructions). Options: Purchase and sale agreement, Assignment and assumption, Escrow instructions, Other
• Clarify material representations, warranties, and indemnities that you expect to negotiate (for example title to LP interest, absence of pending capital calls).
• Does any portfolio asset include transfer restrictions in the subscription agreement or side letters that require bespoke transfer language? Options: Yes, No
• Include the closing deliverables tied to the purchase agreement we must prepare (for example executed assignment, updated limited partner register entry, closing certificates). Options: Executed assignment, Updated LP register, Closing certificates, Other
• Supply your preferred governing law and dispute jurisdiction approach anticipated in the agreements (for example state law to be specified, neutral jurisdiction, arbitration). Options: State law (to be specified), Neutral jurisdiction, International arbitration, Open to negotiation
• Describe signature mechanics required for execution (for example e-signature on assignment forms versus wet-ink required by the transfer agent). Options: E-signature accepted, Wet ink required, Hybrid approach

Manage LP advisory committee consent process

• Outline whether LP advisory committee (LPAC) consent is required under governing documents for any transfers in scope. Options: Consent required, Consent not required, Unclear — need to review governing documents
• Name the LPAC chair or contact who should receive consent requests and indicate the expected response window.
• Estimate the number of LPs whose consent will be solicited and whether majority or supermajority thresholds apply. Options: <10 LPs, 10-50 LPs, 50+ LPs
• Pinpoint any funds in the portfolio with side letters granting individual LP veto or preferential transfer terms. Options: Yes, No
• Cite the consent package deliverables we must assemble for LPAC review (for example consent form, notice template, supporting fund statements). Options: Consent form, Notice template, Supporting fund statements, Other
• Mark your preferred timetable for LPAC outreach and reminders (for example initial notice then weekly reminders). Options: Initial notice then weekly reminders, Initial notice then bi-weekly reminders, Custom schedule

Structure and document GP-led continuation vehicles

• Flag whether any assets should be moved into a GP-led continuation structure rather than transferred outright. Options: Yes, No, Under consideration
• Denote the expected continuation vehicle structure (for example continuation fund, tender offer, continuation with preferred equity). Options: Continuation fund, Tender offer, Preferred equity overlay, Other
• Enumerate the governing documents you expect to require drafting (for example continuation subscription agreement, GP side letter, new LP agreement). Options: Continuation subscription agreement, GP side letter, New LP agreement, Other
• Document the proposed economics for rollover and cash-out tranches, including earnout or deferred consideration schedules. Options: Upfront cash %, Deferred payment schedule, Earnout tranche details, Combination
• Share examples of precedent continuation structures that are acceptable or unacceptable from your perspective.
• Confirm who will negotiate GP-led documents on your side and provide legal counsel contact for execution.

Administer escrow, deferred payment, and earnout mechanics

• Which escrow arrangements are acceptable for the transaction (for example third-party escrow agent, escrow to transfer agent, holdback in a special purpose vehicle)? Options: Third-party escrow agent, Escrow to transfer agent, Holdback in SPV, Other
• Do you require use of a specific escrow agreement template or will you accept the escrow agent form we propose? Options: Use your template, Accept our proposed template, Open to negotiation
• List the earnout triggers or KPIs that will determine deferred payment release (for example exit event, realized proceeds threshold, portfolio IRR target). Options: Exit event, Realized proceeds threshold, Portfolio IRR target, Other
• Provide the maximum escrow duration you will accept and any step-down release mechanics you expect. Options: 6 months, 12 months, 24 months, Custom
• Specify tax gross-up, withholding responsibilities, and net-versus-gross payment expectations for deferred consideration.
• Confirm who will act as escrow agent and supply contact and AML onboarding requirements for that agent.

Execute KYC/AML and regulatory transfer compliance

• When do you expect KYC and AML checks to be completed relative to signing (for example pre-signing, at signing, or pre-funding)? Options: Pre-signing, At signing, Pre-funding
• How many investor entities require KYB verification versus individual KYC in the package? Options: Individuals only, Entities only, Both — fewer than 10 entities, Both — 10+ entities
• Are any investors or assets subject to sanctions screening flags (for example OFAC, EU sanctions) that require escalation? Options: Yes, No, Unknown — need to screen
• Identify required regulatory filings for transfer in applicable jurisdictions (for example transfer notice to fund, local regulator filing, tax clearance). Options: Transfer notice to fund, Local regulator filing, Tax clearance, Other
• Select required investor documents for the compliance package (for example certified ID, corporate extract, beneficial ownership declaration, W-9 or W-8BEN). Options: Certified ID, Corporate extract, Beneficial ownership declaration, W-9/W-8BEN, Other
• Upload your timeline expectations for completing KYC/AML onboarding and note any jurisdictional timelines (for example 10 business days for corporate KYB).

Process ownership transfers and custodian record updates

• Indicate the transfer agent or fund administrator contact who processes LP register updates and executes assignment entries.
• Estimate how many transfer packets require transfer agent sign-off and physical delivery versus electronic assignment processing. Options: All electronic, Majority electronic with some paper, Majority paper with some electronic
• Attach a sample executed assignment and assumption form or transfer deed used by the funds in your portfolio for reference.
• State required proof of transfer completion (acceptance criteria such as updated LP register entry, transfer confirmation from fund administrator, or custodian ledger update). Options: Updated LP register entry, Written confirmation from fund administrator, Custodian ledger entry / wiring confirmation
• Describe any capital call or distribution holdback mechanics the transfer agent typically enforces on assignment.
• Choose preferred post-transfer notification recipients and templates (for example transfer acknowledgment to LPs, notice to GP, tax reporting contacts). Options: Transfer acknowledgment to LPs, Notice to GP, Tax reporting contact, Other

Provide tax structuring and withholding administration

• Detail whether you require gross-up mechanics or a net payment model for withholding on cross-border transfers. Options: Gross-up required, Net payment (withholding borne by seller), Hybrid
• Clarify which jurisdictional tax forms are required at closing (for example W-9, W-8BEN, or local tax clearance certificates). Options: W-9, W-8BEN, Local tax clearance, Other
• Does the portfolio include investors or assets in jurisdictions with special transfer taxes or stamp duties that affect net proceeds? Options: Yes, No, Unknown — need review
• Include any post-close tax reporting deliverables you expect (for example 1099/1042-S, local withholding certificates, final withholding statement). Options: 1099/1042-S, Local withholding certificates, Final withholding statement, Other
• Supply the preferred payee setup for withheld amounts and the contact for correspondence with tax authorities.
• Describe any historical tax elections or partnership regime treatments (for example partnership audit regime, entity-level elections) that affect withholding calculations.

• Binding Commitment Letter
• Purchase Agreement
• Assignment and Assumption Agreement
• Disclosure Schedule
• Escrow and Payment Agent Agreement
• Deferred Consideration / Promissory Note (if applicable)
• Security Agreement / Intercreditor Agreement (if applicable)
• Consent & Notice Package
• Closing Timeline & Conditions Checklist
• Tax & Withholding Addendum (if applicable)
• Side Letter (if required)

• Go-live Settlement Health Check
• First Reconciliation and Measurement
• Acceptance and Closeout Decision (Day ~90)
• Ongoing Post-Close Quarterly Review

• Update the post-close issue tracker with closure dates and move items to the standard ops queue when resolved.
• Confirm transfer-agent or registrar next steps for each pending position and capture expected confirmation dates.
• Restate acceptance criteria from Mutual Commit
• Record a formal acceptance decision per the Mutual Commit criteria or, where criteria are unmet, agree a time-bound remediation plan and final acceptance checkpoint.
• Ensure evidence for each acceptance criterion is attached to the documented decision record.
• Establish the post-close support channel and SLAs for remaining items after acceptance or conditional acceptance.
• Publish the signed acceptance record or documented buyer decision with attached reconciliation evidence.
• For unmet criteria, produce a final remediation plan with owners, milestones, and a calendar for the follow-up acceptance checkpoint if required.
• Confirm the ongoing post-close issue channel, its operating hours, and expected response SLAs for remaining items.
• Final reporting delivery status
• Achieve measurable reduction in open post-close issues or reclassify remaining items with definitive closure plans.
• Confirm delivery of final reporting items and capture any remaining documentation gaps with completion dates.
• Produce an agreed lessons-learned summary with 2-3 process improvements and owners for incorporation into future deal playbooks.
• Deliver a final reporting completeness summary showing which positions remain outstanding and expected delivery dates.
• Publish the lessons-learned summary and agreed playbook updates for use in future transactions.
• Re-confirm agreed post-close checklist
• All high-priority settlement exceptions identified and assigned an action with a target resolution date.
• Confirmation that final executed documents and consent records are stored in the agreed repository and accessible to named owners.
• Produce a reconciliation exceptions log listing each open item, its root cause hypothesis, and the target resolution date.
• Deliver copies or links to final executed transfer documents and consent confirmations to the shared repository.
• Provide wire confirmation statements and escrow release notices for all closed tranches.
• Present reconciliation summary
• Quantify settlement reconciliation variance and agree which variances count as tolerable exceptions vs. required remediation.
• Confirm the ownership transfer completion rate and commit to resolution dates for all pending transfers.
• Establish a concrete remediation plan with milestones leading into the acceptance review or final closeout.
• Produce a prioritized remediation tracker with each open item, root cause, remediation step, and a target completion date.
• Reconcile and annotate any wire or fee variances and circulate the annotated reconciliation workbook.
• Settlement and wire confirmation
• Open post-close issues review
• Ownership transfer completion status
• Present outcome data against each criterion
• Document pass/fail per criterion
• Lessons learned and process improvements
• Root-cause diagnosis for gaps
• Document and consent delivery verification
• Early exceptions and issue triage
• Agree corrective actions and timelines
• Acceptance decision and next steps
• Ongoing support channel and escalation path
• Agree immediate remediation actions
• Confirm reporting cadence and recipients
• Agree final closeout and reporting handoff