Fund transfer diligence

The problem

You're evaluating an LP stake transfer. The seller sends you a 200-page Limited Partnership Agreement, three amendments, a side letter package, and quarterly NAV statements. You have 72 hours to decide if you can actually consummate the transfer — and at what price.

The deal hinges on answers buried in dense legal text: Does the GP have a right of first refusal? What consents are required? Are there transfer restrictions tied to investor type or jurisdiction? What are the economic terms you're inheriting?

Your team spends the weekend extracting transfer provisions manually. By Monday, you still don't have a complete picture — and the seller is asking for a binding LOI.

The Omega approach

Upload the LPA, amendments, and side letters. Omega Intelligence reads every page, extracts transfer-related provisions, and builds a structured summary of rights, restrictions, and requirements.

What you get:

• Transfer rights matrix: GP consent requirements, ROFR terms, tag-along rights, and drag-along provisions extracted and categorized
• Consent waterfall: Identify which parties must approve the transfer (GP, advisory committee, other LPs) and under what conditions
• Restriction analysis: Transfer limitations by investor type (accredited, qualified purchaser), jurisdiction restrictions, lock-up periods
• Economic terms: Management fees, carried interest allocation, capital call obligations, and distribution waterfalls you're assuming
• Key-person triggers: Clauses that could affect fund operations or LP rights post-transfer

Use case: Multi-fund LP portfolio acquisition

A secondaries fund is acquiring LP interests across 12 different funds from a single institutional seller. Each fund has different transfer provisions, consent requirements, and economic terms.

Traditional approach: Legal team manually reviews 12 LPAs (2,000+ pages total). Takes 3-4 weeks. Inconsistent extraction. High risk of missing critical transfer restrictions.

With Omega:

• Upload all 12 LPAs and amendments (2,400 pages) in one batch
• Omega extracts transfer terms across all funds in 6 hours
• Receive comparative matrix showing consent requirements, ROFR terms, and restrictions by fund
• Identify 3 funds with GP ROFR clauses that require immediate outreach
• Flag 2 funds with qualified purchaser requirements that affect buyer pool
• Complete transfer diligence in 2 days instead of 4 weeks

Documents processed

• Limited Partnership Agreements (LPAs)
• LPA amendments and restatements
• Side letters and most-favored-nation provisions
• Transfer restriction schedules
• Subscription agreements
• GP consent policies and procedures

Output deliverables

• Transfer rights summary with source citations
• Consent requirement checklist by counterparty
• ROFR and tag-along trigger analysis
• Transfer restriction matrix (investor type, jurisdiction, timing)
• Economic terms summary (fees, carry, waterfalls)
• Red flag report: deal-blocking provisions and approval risks

See it in action

Explore the live demo dashboard for a real LP secondary diligence workflow — from document ingestion to IC memo draft.

Open Deal Overview →Meridian Capital Partners III — LP Secondary Transfer

Demo dashboard · illustrative data only