The secondaries market hit $150B in 2024. Roughly $65-70B of that was GP-led โ and continuation funds were the engine driving it.
This is not a niche institutional maneuver anymore. It is becoming a primary exit mechanism for the best-performing venture-backed companies โ and most founders, LPs, and even newer investors do not fully understand how they work or who benefits.
How Continuation Funds Actually Work
Standard VC funds have a 10-year life โ roughly 3-4 years deploying capital, 5-6 years managing and exiting. When that clock runs out and the best companies still aren't public or sold, GPs face an ugly choice: force an exit at a bad price, or ask LPs for yet another extension.
Continuation funds offer a third path. The GP creates a new vehicle โ sometimes a single-asset fund, sometimes a portfolio of 2-5 companies โ and transfers the target assets at an independently assessed NAV. Existing LPs get a binary choice:
Roll Forward
Keep your stake in the new vehicle, extending your hold alongside the GP โ betting that more time means more value.
Cash Out
Sell your interest at the transfer price to new investors buying into the continuation fund โ typically institutional secondaries buyers.
The GP then raises new capital from secondaries buyers โ firms like Lexington Partners, Ardian, Hamilton Lane, or Goldman Sachs Asset Management โ to fund the liquidity option for LPs who want out. The GP continues managing the asset with a fresh 3-5 year horizon.
The Numbers Behind the Trend
Global secondaries volume in 2024
Up 3x from $50B in 2020 (Jefferies 2024 Secondary Market Review)
GP-led secondaries volume in 2024
Roughly 30% of total secondary market activity
Thrive Capital's OpenAI continuation vehicle
Largest single-company continuation fund ever raised
Average discount to NAV in 2023-2024
vs. premiums in 2021; secondaries buyers now have pricing power
Typical continuation fund lifespan
Compared to the 10-year lifecycle of a standard VC fund
The Real Conflict of Interest
Here is the uncomfortable truth GPs rarely advertise: in a continuation fund, the GP sits on both sides of the transaction. They represent the fund selling the asset and they manage the vehicle buying it. They set โ or heavily influence โ the transfer price for a company they have been running for years.
Best practices include independent fairness opinions from firms like Duff & Phelps or Houlihan Lokey, and LP advisory committee approval. But in practice, LPs often lack the information and leverage to push back meaningfully. If you are a $20M pension fund in a $400M GP's fund, your "no" vote does not carry much weight.
The incentive misalignment cuts both ways: GPs might price the transfer too high (favoring existing LPs on paper but making it hard to generate returns in the new vehicle) or too low (giving incoming buyers a steal while existing LPs miss appreciation they were owed). There is no clean answer โ only disclosure and governance quality.
Who Uses Them and Who Benefits
When Continuation Funds Work Well
- โ Company is genuinely on a steep growth trajectory
- โ IPO or M&A market is genuinely closed, not just inconvenient
- โ GP has strong conviction and operational involvement
- โ Transfer price is independently validated and fair
- โ Existing LPs who want liquidity get a reasonable bid
When They Become a Problem
- โ GP is hiding underperformance behind a fresh vehicle
- โ Transfer price inflated to show DPI to existing LPs
- โ No LP advisory committee involvement or fairness opinion
- โ Company growth has plateaued and GP is hoping for a turnaround
- โ GP collects new management fees on recycled assets
What This Means for Founders
If you are a founder and your lead investor moves your company into a continuation vehicle, pay attention to the details:
- 1.Your cap table now includes secondaries buyers with different return targets and timelines than your original VC โ typically 2-3x in 3-5 years, not 10x in 10 years.
- 2.Secondaries buyers usually don't take board seats or provide operational support. They are financial holders. Your relationship with the original GP may stay intact, but their ownership economics have changed.
- 3.Continuation fund buyers often pressure for a faster, cleaner exit path. If you were planning a 7-year journey, expect a conversation about the exit strategy within 18-24 months of the transfer.
- 4.The transfer price sets an informal benchmark for your next round. If the continuation fund bought in at $2B, your Series E will face a higher bar.
Continuation funds are not inherently bad โ but they are not inherently good either.
They are a tool that concentrates power in the GP's hands at exactly the moment when LP and founder interests need the most protection.
Governance quality โ fairness opinions, LPAC oversight, transparent pricing โ is what separates a legitimate liquidity mechanism from a conflict-riddled asset shuffle. Ask for both before you accept the structure.
Track VC fund structures and secondaries market trends at Value Add VC. Originally published in the Trace Cohen newsletter.
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