How to Track Private Equity Secondaries After You Buy

How to track PE secondaries is a ledger after close, not another why-secondaries thesis. You bought an existing limited-partner Interest from a seller. The general partner did not issue you a new primary commitment. Raziel’s benefits of private equity secondaries page stays the strategy walkthrough. This page is the book you open the day the transfer hits the Register: purchase price, remaining unfunded you inherited, transfer date, and a new cost basis. Startup tenders are a different instrument. That split lives in the startup secondary sale tracking post.

This is not legal, tax, or investment advice. Raziel Holdings, Inc. does not provide it. Read the transfer agreement and the LPA.

What to copy from the transfer packet

Copy the event from the documents the GP accepted. Do not rebuild it from a marketing NAV or the seller’s old capital-account PDF. Attach the purchase agreement, the GP’s written consent, the Transferee’s subscription or assignment, and the updated capital-account statement. Write these fields on the new commitment row:

• Transfer date. The date the GP lists you on the Register (ILPA Model LPA 17.2.2), not the week you signed the SPA and not the NAV cutoff used to price the deal.

• Fund legal name, currency, and the Interest transferred (full or a stated portion).

• Purchase price. Cash (and any other consideration) you paid the seller.

• Transfer expenses. ILPA Model LPA 17.2.1.1: amounts paid for Fund and GP transfer expenses are not Capital Contributions and do not reduce Remaining Commitment. Log them as deal costs, not as a call.

• Remaining unfunded on the transfer date, plus cumulative contributions and distributions the GP prints for that Interest.

• Reference NAV, if the SPA uses one. Store it as a pricing input. It is not your cost unless that is what you paid.

If the packet is a portion of the seller’s Interest, log the portion the Register shows. Do not guess a split from a headline percentage.

Remaining unfunded you inherited

The obligation that moves with the Interest is Remaining Commitment, not the original Commitment on the seller’s subscription.

ILPA’s Model Limited Partnership Agreement (Whole-of-Fund, July 2020) Article 17.2.2: once the Fund and the General Partner accept the Transferee’s Subscription Agreement for the Interest, the Transferee is admitted as a Substitute Partner and succeeds to all of the rights and obligations of the Transferor with respect to that Interest. The GP lists the Substitute Partner on the Register. Remaining Commitment, in the same model, is the Partner’s Commitment decreased by Capital Contributions and increased by certain returned or reinvestable distributions. Section 3.2.2: each Limited Partner must pay the Fund amounts up to Remaining Commitment.

That is the unfunded you inherited. Future calls are against Remaining Commitment as of the transfer date. Starting at the original Commitment double-counts capital the seller already sent.

ILPA’s 2011 Capital Call & Distribution Notice Best Practices require LP unfunded commitment, cumulative contributions, and cumulative distributions before and after every notice. If beginning balances do not match the prior notice, the template asks for a variance explanation. The first GP notice after close should show your name and your unfunded. Keep that PDF on the commitment. Raziel’s capital-call tracking guide is how later drawdowns move the same unfunded field.

New cost basis is what you paid, not what the seller paid in

IRS Publication 541 (revised December 2025): if a partner acquires an interest by gift, inheritance, or under any circumstance other than by a contribution of money or property to the partnership, basis is determined using the rules in Publication 551. A secondary purchase is that circumstance. Publication 551: basis is the amount of your investment in property for tax purposes, and you must keep accurate records of items that affect it. The basis of property you buy is usually its cost (cash, debt obligations, other property, or services). You may have to capitalize certain other costs related to buying the property.

Write the purchase price as the opening cost. Add transfer costs the tax rules treat as purchase costs. Do not paste the seller’s historical paid-in as your basis, and do not paste cutoff NAV as basis unless that is what you paid. Later calls you fund are additional contributions. Publication 541: additional contributions increase a partner’s basis. Distributions of money decrease it (not below zero). These publications are recordkeeping rules, not a filing walkthrough. Raziel does not give tax or legal advice.

IRR starts on your transfer date

The original LP’s contribution calendar is not your cash. Your first outflow is the purchase price on the transfer date. Calls you answer after close are later outflows. Distributions you receive after close are inflows. An IRR calculator that uses the fund’s vintage first close, or the seller’s paid-in dates, is computing someone else’s return.

NAV at cutoff is a pricing reference. If the SPA adjusts for calls and distributions between cutoff and close, post those as dated cash only if you actually paid or received them.

The event is a new row, not a new fund thesis

A workbook holds this if the links hold: one commitment, transfer date, purchase price as cost, Remaining Commitment as unfunded, notices attached. It fails when you open the position as a primary at original Commitment, copy the seller’s paid-in as basis, and run IRR from vintage year.

Raziel markets an alternative-asset dashboard that tracks IRR, MOIC, capital calls, and valuations, with AI ingest for the transfer packet. The honest input is still that dated purchase row. When someone asks what you paid and what you still owe, send the transfer date, the purchase price, and Remaining Commitment on the GP’s Register, not a discount-to-NAV headline.