简而言之： Continuation funds have stopped being a workaround for stuck assets and become a standard exit channel that GPs run alongside M&A and IPOs. GP-led secondary volume hit $115 billion in 2025, continuation vehicles now touch roughly four in five of the largest sponsors, and single-asset deals built around one trophy holding have overtaken diversified multi-asset vehicles for the first time. The mechanism works because it solves a real problem: a fund’s term clock runs out before the best asset is done compounding. It also creates a structural conflict, since the GP sits on both sides of the trade, shaping the price and terms of a vehicle it will keep managing. ILPA’s guidance, and the market discipline building around it, exists precisely to keep that conflict honest. For sponsors and asset owners weighing whether to launch, roll, or sell into one of these vehicles, the decision now has real financial architecture behind it, and getting the structuring and timeline right is a job for outside advisors, not a rounding error.
The GP-led market’s new center of gravity
A continuation fund is a new vehicle that a private equity sponsor forms to buy one or more assets out of an existing fund it manages, typically as that fund nears the end of its life. The old fund’s investors get a choice: sell their stake for cash at a negotiated price, or roll into the new vehicle and keep exposure. The GP stays in control of the company; the capital base simply resets around a longer runway.
The scale this has reached is no longer a rounding error in private equity’s exit mix. The global secondary market reached $240 billion in transaction volume in 2025, a 48 percent increase on an already record 2024, and GP-led activity was the faster-growing half of that market: GP-led secondary volume rose 53 percent year over year to $115 billion, or 48 percent of total secondary activity. Continuation vehicles made up the large majority of that GP-led volume. Deal sizes have scaled alongside it: the average continuation vehicle size rose to roughly $900 million in 2025, and the number of GP-led deals above $1 billion climbed to 29, up from 21 in 2024. Adoption has broadened well past a handful of mega-sponsors: nearly 80 percent of the top 100 sponsors by assets under management have now completed a continuation vehicle transaction, and GP-led secondaries represented roughly 14 percent of all sponsor-backed exit volume last year, competing directly with trade sales and IPOs as an exit route.
Single-asset vehicles and the trophy-asset trade
Within that growth, the mix has shifted toward concentration rather than diversification. Multi-asset continuation vehicles, which bundle several portfolio companies into one new fund, were the original template. But single-asset continuation vehicles built around one trophy holding exceeded 50 percent of total continuation vehicle volume for the first time in 2025, overtaking multi-asset structures. The logic is straightforward: a GP with one standout performer, still growing but past the point where a full exit makes sense, can isolate that asset, bring in new secondary capital at a price the market sets competitively, and let existing investors choose between cash and continued upside. Buyout strategies still dominate the GP-led category overall, accounting for roughly 70 percent of GP-led transaction volume, concentrated in technology, business services, industrials, and healthcare. Credit and real-assets continuation vehicles are growing quickly too, but the buyout single-asset trade remains the sharpest expression of the model: keep the winner, and let the secondary market underwrite the next chapter of its story.
Why continuation funds are conflicted by design
The same feature that makes continuation funds useful, the GP retaining control of an asset it already knows intimately, is what makes them structurally awkward. In every one of these transactions the general partner sits on both sides: selling the asset out of the old fund, buying it into the new one, shaping the price, and often crystallizing carried interest along the way. ILPA has been explicit that this is a real tension rather than a theoretical one, noting in its founding guidance that these transactions are conflicted by nature, with the GP sitting on both sides, and that growing LP frustration with the process was what compelled the association to act. The friction shows up in three places: compressed timelines that push LPs toward a decision before proper underwriting is complete, disclosure gaps between what a buyer sees and what an existing investor sees, and terms that favor incoming capital over LPs already exposed to the asset.
ILPA’s guardrails: status quo, timing, disclosure
ILPA’s response rests on two principles stated plainly at the top of its guidance: continuation fund transactions should maximize value for existing limited partners, and rolling LPs should be no worse off than if the transaction had never happened. Everything else in the framework operationalizes those two lines. Existing investors are meant to receive a genuine status-quo option: no increase in management fee rate or base, no increase in carried interest or reduction in the preferred return hurdle, and no crystallization of carry for those who roll. Investors are entitled to no less than 30 calendar days or 20 business days to make their roll-or-sell decision, and the Limited Partner Advisory Committee is expected to review conflicts, the rationale for the deal, and the competitiveness of the bidding process before voting to waive those conflicts. The LPAC’s job, per ILPA, is to keep the process transparent and fair rather than to bless a foregone conclusion, and members are encouraged to seek independent advice, at the fund’s expense, when a deal is complex enough to warrant it. That framework is itself evolving: ILPA is now consulting the market on updated continuation vehicle guidance aimed at further tightening conflicts management, pricing defensibility, and process integrity, alongside a new standardized disclosure template for GPs to use with LPs.
Pricing, capital, and the liquidity math
None of this happens in a vacuum of capital. Dedicated secondary capital reached a record $327 billion in 2025, up 14 percent from the prior year-end, and total secondary market capital including traditional LP allocations and leverage reached roughly $477 billion. Pricing discipline has tightened alongside that capital growth: structured features such as deferred purchase price mechanisms now appear in close to 29 percent of GP-led transaction volume, giving buyers and sellers a way to bridge valuation gaps without simply cutting price. On the LP-led side of the same market, average portfolio pricing settled at 87 percent of net asset value in 2025, with funds under five years old pricing near 95 percent and funds more than a decade old trading closer to 73 percent, a useful benchmark for what a rolling LP implicitly gives up or gains by choosing the continuation vehicle over an outright sale. That same secondary bid is now absorbing supply from a newer source, the semi-liquid evergreen funds that rationed withdrawals in 2026, where gates turned wealth-channel vehicles into structural sellers.
| 2025 market metric | Figure |
|---|---|
| Global secondary market volume | $240 billion (+48% year over year) |
| GP-led secondary volume | $115 billion (+53% YoY), 48% of total |
| Average continuation vehicle size | ~$900 million |
| Top-100 sponsors that have run a CV | ~80% |
| Single-asset share of CV volume | Over 50% (first time, 2025) |
| Dedicated secondary capital | $327 billion (+14% YoY) |
Where Neumarz fits
For a sponsor or family holding company weighing a continuation vehicle, the questions rarely start with pricing. They start with rationale: is this asset genuinely better held longer, or is the fund’s term clock the only reason the conversation is happening. Getting that rationale right, and building a process around it that an LPAC can approve without friction, is a structuring exercise as much as a capital-markets one. Neumarz advises sponsors and asset owners on exactly that intersection: framing the liquidity choice, running a competitive process that stands up to LPAC scrutiny, and negotiating roll-or-sell terms so that neither side ends up quietly worse off than the status quo. As continuation vehicles keep taking exit-market share from trade sales and IPOs, the sponsors who treat the structuring seriously, rather than as a formality on the way to a predetermined price, are the ones who keep the confidence of the limited partners they will need again for the next fund.
参考资料
- Jefferies Private Capital Advisory, “2025 Global Secondary Market Review: Another Record-Breaking Year,” https://www.jefferies.com/insights/the-big-picture/2025-global-secondary-market-review-another-record-breaking-year/
- ILPA, “Continuation Funds: Considerations for Limited Partners and General Partners” (May 2023), https://ilpa.org/wp-content/uploads/2023/05/Continuation-Funds-Considerations-for-Limited-Partners-and-General-Partners.pdf
- ILPA, “Continuation Funds” industry guidance page, https://ilpa.org/industry-guidance/principles-best-practices/continuation-funds/
