Data room for a continuation fund
A continuation fund needs two audiences in the data room: secondaries buyers pricing the assets, and existing LPs deciding whether to sell or roll. Buyers get asset-level diligence; existing LPs get the election pack with the price, the fairness opinion, the new terms and enough time to decide.
Folder index
- 01 Transaction overview Assets moving, price, lead buyer, timetable, election deadline.
- 02 Process record Adviser engagement, bidders contacted, bid summary.
- 03 Fairness opinion Opinion or independent valuation and its scope.
- 04 New vehicle terms LPA for the continuation fund, fees, carry, GP commitment, status quo option if offered.
- 05 Conflicts disclosure GP economics on both sides, crystallized carry, related arrangements.
- 06 LPAC materials LPAC presentation, minutes, consent.
- 07 Election pack Election form, sell versus roll comparison, tax notes.
How this raise works
In a continuation fund deal, the GP moves one or more assets from an older fund into a new vehicle it also manages. A lead secondaries buyer sets the price, often after a process run by an adviser. Existing LPs choose to sell their share for cash or roll into the new vehicle, sometimes on reset economics with new carry and fees.
The GP sits on both sides, so conflicts are central. LPs and the LPAC expect a competitive price discovery process, an independent fairness opinion or valuation, full disclosure of the GP's economics in the new vehicle, a meaningful GP commitment, and enough time to elect. ILPA has published guidance for continuation funds that many LPs use as a checklist. An SEC rule that would have required fairness opinions in adviser-led secondaries was vacated by the Fifth Circuit in 2024, but LPs still commonly expect one.
The election period is usually short, and LPs need to compare the sale price with what rolling means for them. A clear election pack, per-LP elections collected in the room and a log of what was sent and when protect the GP if the process is later questioned.
Best data rooms for this raise
The 16 rooms re-ranked with this raise's weights. Permission control carries the most weight here.
- Investor tracking 23%
- Permission control 26%
- Raise workflow 24%
- Investor onboarding 14%
- Cost of a raise 12%
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Full deal room with AI, a listed price and a 14-day free trial.
Price $149 a month Trial 14-day free trial Features 8 of 12 listed -
Long-running M&A platform with layered permissions and fast support.
Price Priced on request Trial Free trial available Features 9 of 12 listed -
Bank-grade platform for large processes, with AI and a mobile app.
Price Priced on request Trial Demo on request Features 10 of 12 listed -
Deal room with AI and readiness tools for preparing a process.
Price Priced on request Trial Free trial available Features 8 of 12 listed -
One of the oldest deal rooms, common on bank-led transactions.
Price Priced on request Trial Demo on request Features 8 of 12 listed -
Easy, reliable deal room favored by mid-market advisers.
Price Priced on request Trial Free trial available Features 7 of 12 listed -
European deal room strong in real estate, with AI features.
Price Priced on request Trial Demo on request Features 8 of 12 listed -
Simple flat-rate deal room with signing and Q&A.
Price $250 a month Trial Free trial available Features 8 of 12 listed -
Deal room with a listed monthly price and an open API.
Price $299 a month Trial Free trial available Features 7 of 12 listed -
Security-focused deal room with detailed permission controls.
Price Priced on request Trial Demo on request Features 7 of 12 listed
Places 11 to 16: Box (7.1), DealRoom (7.0), ShareVault (6.8), Venue by DFIN (6.4), Digify (6.0), DocSend (5.6)
Folder index for the room
A starting index for this raise. Number the folders so the order survives exports and investors can cite them in questions.
- 01 Transaction overviewAssets moving, price, lead buyer, timetable, election deadline.
- 02 Process recordAdviser engagement, bidders contacted, bid summary.
- 03 Fairness opinionOpinion or independent valuation and its scope.
- 04 New vehicle termsLPA for the continuation fund, fees, carry, GP commitment, status quo option if offered.
- 05 Conflicts disclosureGP economics on both sides, crystallized carry, related arrangements.
- 06 LPAC materialsLPAC presentation, minutes, consent.
- 07 Election packElection form, sell versus roll comparison, tax notes.
- 08 Asset diligenceBuyer-only area: business plans, financials, management presentations per asset.
- 09 Q&ASeparate threads for buyers and for existing LPs.
- 10 ClosingTransfer documents, funds flow, final elections list.
Features this raise needs
| Feature | Why | Ellty | iDeals | Datasite | Ansarada | Intralinks | Firmex |
|---|---|---|---|---|---|---|---|
| Q&A module | LPs and lead investors post questions on a file; the deal team routes each one, drafts a reply and decides who sees it. | ||||||
| Investor activity log | A per-investor record of opens, pages and minutes, which tells the IR team who is in diligence and who stalled. | ||||||
| NDA e-sign step | Confidentiality terms an investor must accept in the room before folder one appears. | ||||||
| View-only files | Files can be read but not saved or printed, and the setting can change mid-raise without a new invite. | ||||||
| Dynamic watermarks | Stamps the reader and a timestamp over every page, so a PPM that leaks carries its source with it. |
Setting up the room
- 01
Separate buyers from existing LPs
Two permission groups with different folders and Q&A threads. Existing LPs should not see buyer underwriting, and buyers should not see LP elections.
- 02
Brief the LPAC early
Share the process plan and conflicts disclosure with the LPAC before the price is set.
- 03
Publish one election pack
Price, fairness opinion, new terms and a sell versus roll comparison in one place for every LP.
- 04
Collect elections in the room
Signed election forms with timestamps make the record clear if an LP later disputes the deadline.
- 05
Archive the full record
Export documents, Q&A and the access log at closing for both funds' files.
Common mistakes
- An election period too short for institutional LPs to get internal approval.
- GP economics in the new vehicle described only in the LPA, not in the election pack.
- One shared Q&A thread where buyers and LPs read each other's questions.
- A single-bidder process presented as a market test.
Calculators for this raise
Or take the four-question quiz and check the raise checklist.
Questions and answers
What is a continuation fund?
A new vehicle managed by the same GP that buys one or more assets from an older fund, letting existing LPs take cash or roll their interest while the GP keeps managing the assets.
Is a fairness opinion required for a continuation fund?
The SEC rule that would have required one was vacated in 2024, so it is not required by that rule. Many LPs and LPACs still expect a fairness opinion or independent valuation as good practice.
What do existing LPs receive?
An election pack with the price, how it was set, the fairness opinion, new vehicle terms, GP economics and conflicts, and the election form with its deadline.