Usually only in limited, LPA-defined situations, and almost always with **GP consent**.

Common circumstances:
- **Estate planning / entity change**: transfer to a revocable trust, family vehicle, affiliate, or related entity
- **Death or incapacity**: interest may pass to the LP’s estate or heirs
- **Liquidity / secondary sale**: sale to another qualified investor, if permitted
- **Regulatory, tax, or compliance reasons**
- **Hardship or special situations**, if the GP approves

Typical conditions:
- transferee must be an eligible investor
- execution of transfer / joinder documents
- no violation of securities, tax, ERISA, or other laws
- no adverse effect on the fund or other LPs
- often subject to ROFR or other LPA restrictions

This is governed by the fund’s LPA and counsel should review it.