Data room for raising a secondaries fund
A secondaries fund data room shows how the team buys: the pricing record against NAV, how much of the return came from the purchase discount versus later growth, the deal flow and the split between LP portfolio purchases and GP-led deals. Underlying fund data is usually confidential, so share it in summary form.
Folder index
- 01 Fund overview Strategy split (LP portfolios, GP-led, credit secondaries), target size, terms.
- 02 Offering documents PPM, LPA draft, subscription booklet.
- 03 Transaction record Deals by date with price to NAV, size, type, current multiple.
- 04 Return attribution Split of value from discount at purchase, NAV growth and borrowing.
- 05 Sourcing Deal flow by channel, win rates in adviser-led processes.
- 06 Underwriting Sample underwriting packs with names removed.
- 07 Borrowing and deferrals Fund-level facilities and deferred purchase price use.
How this raise works
Secondaries funds buy existing interests in private funds from LPs who want liquidity, and back GP-led transactions such as continuation funds. Their investors are pensions, insurers, sovereign wealth funds, endowments, funds of funds and, more and more, wealth platforms through evergreen vehicles. Because secondaries buy into mature portfolios, LPs expect earlier distributions than in a primary fund.
Diligence looks at pricing: purchase price as a percentage of NAV by deal, how the NAV moved after purchase, and how much of the multiple came from the discount versus asset growth. LPs also ask how deals are sourced (auctions run by advisers versus proprietary), the team's underwriting of underlying companies, the use of deferred payments, and fund-level borrowing.
Confidentiality runs in two directions. Selling LPs and the GPs of the underlying funds restrict what the buyer can disclose, and transfer requires GP consent, sometimes with rights of first refusal. A secondaries room usually shares portfolio data in aggregate, with deal names only where the counterparties agreed.
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 24%
- Permission control 27%
- Raise workflow 20%
- Investor onboarding 15%
- Cost of a raise 14%
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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 -
Security-focused deal room with detailed permission controls.
Price Priced on request Trial Demo on request Features 7 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 -
European deal room strong in real estate, with AI features.
Price Priced on request Trial Demo on request Features 8 of 12 listed
Places 11 to 16: Box (7.2), DealRoom (7.0), ShareVault (6.9), Venue by DFIN (6.3), Digify (6.1), DocSend (5.7)
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 Fund overviewStrategy split (LP portfolios, GP-led, credit secondaries), target size, terms.
- 02 Offering documentsPPM, LPA draft, subscription booklet.
- 03 Transaction recordDeals by date with price to NAV, size, type, current multiple.
- 04 Return attributionSplit of value from discount at purchase, NAV growth and borrowing.
- 05 SourcingDeal flow by channel, win rates in adviser-led processes.
- 06 UnderwritingSample underwriting packs with names removed.
- 07 Borrowing and deferralsFund-level facilities and deferred purchase price use.
- 08 DDQ and ODDDDQ, valuation of acquired interests, administrator, audit.
- 09 ConfidentialitySummary of restrictions from sellers and underlying GPs.
- 10 LP foldersPer-LP side letters and requests.
Features this raise needs
| Feature | Why | Ellty | iDeals | Datasite | Ansarada | Intralinks | Firmex |
|---|---|---|---|---|---|---|---|
| View-only files | Files can be read but not saved or printed, and the setting can change mid-raise without a new invite. | ||||||
| Built-in redaction | Masks fee splits, investor names or personal data in place, with no edited duplicate to keep in sync. | ||||||
| Investor activity log | A per-investor record of opens, pages and minutes, which tells the IR team who is in diligence and who stalled. | ||||||
| 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
Report price to NAV for every deal
LPs judge a secondaries buyer by what it paid. Show it at deal level with the reference NAV date.
- 02
Split the return sources
Separate the discount captured at purchase from later NAV growth so LPs can see repeatable skill.
- 03
Disclose borrowing and deferrals
Deferred payments and facilities raise early returns. Show their size and terms beside the performance.
- 04
Respect counterparty confidentiality
Redact names where sellers or GPs require it, and note the restriction in the room.
- 05
Share underwriting samples carefully
View-only, watermarked and limited to LPs who are close to committee.
Common mistakes
- IRRs boosted by deferred payments and fund borrowing with no unlevered view shown.
- Price to NAV figures using a stale reference date.
- Naming underlying funds or companies against the terms of the purchase agreement.
- Mixing GP-led and LP portfolio deals so LPs cannot judge each strategy.
Calculators for this raise
Or take the four-question quiz and check the raise checklist.
Questions and answers
What do LPs look for in a secondaries fund?
Pricing discipline, return attribution between discount and growth, deal sourcing, underwriting quality, use of borrowing and deferrals, and the mix of LP-led and GP-led deals.
Why do secondaries funds distribute earlier?
They buy into portfolios that are already several years old, so exits and distributions from the underlying funds often start soon after purchase.
What is a GP-led secondary?
A transaction started by the manager, such as moving assets into a continuation fund, where existing LPs can sell or roll and a secondaries buyer leads the new capital.