VC & InvestingMay 5, 2026ยท8 min read

Continuation Funds: The New Exit Nobody Talks About

IPOs are rare. M&A is slower. So GPs invented a third option: transfer your best companies into a new fund, give existing LPs the choice to cash out or roll forward, and keep compounding. It sounds elegant. It is also rife with conflicts.

TC
Trace Cohen
3x founder, 65+ investments, building Value Add VC

Quick Answer

Continuation funds are GP-led secondaries vehicles that let VCs transfer portfolio companies from a maturing fund into a new structure, extending the hold period without forcing an exit. They now represent roughly 30% of the $150B annual secondaries market and are the fastest-growing liquidity mechanism in private markets โ€” but they come with real conflicts of interest between GPs and their LPs.

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

~$150B

Global secondaries volume in 2024

Up 3x from $50B in 2020 (Jefferies 2024 Secondary Market Review)

~$65-70B

GP-led secondaries volume in 2024

Roughly 30% of total secondary market activity

$5B

Thrive Capital's OpenAI continuation vehicle

Largest single-company continuation fund ever raised

5-15%

Average discount to NAV in 2023-2024

vs. premiums in 2021; secondaries buyers now have pricing power

3-5 years

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

  • โœ“ Company is genuinely on a steep growth trajectory
  • โœ“ IPO or M&A market is genuinely closed, not just inconvenient
  • โœ“ GP has strong conviction and operational involvement
  • โœ“ Transfer price is independently validated and fair
  • โœ“ Existing LPs who want liquidity get a reasonable bid

When They Become a Problem

  • โœ• GP is hiding underperformance behind a fresh vehicle
  • โœ• Transfer price inflated to show DPI to existing LPs
  • โœ• No LP advisory committee involvement or fairness opinion
  • โœ• Company growth has plateaued and GP is hoping for a turnaround
  • โœ• 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.

Frequently Asked Questions

What is a continuation fund in venture capital?

A continuation fund (or continuation vehicle) is a special purpose vehicle a GP creates to transfer one or more portfolio companies out of an existing fund before that fund is wound down. Existing LPs can cash out at the transfer price or roll their stake into the new vehicle. The GP continues managing the assets with a fresh timeline.

Why are GPs using continuation funds instead of selling companies?

The IPO window has been largely closed since 2022, and strategic M&A prices have compressed. Continuation funds let GPs hold onto their top winners โ€” the companies driving most of their fund returns โ€” without being forced into a low-multiple exit. The GP bets that more time equals more value.

What is the conflict of interest in continuation funds?

The GP simultaneously represents the seller (existing fund LPs) and the buyer (the new continuation vehicle they also manage). They set the transfer price for an asset they control โ€” creating an inherent tension between getting existing LPs a fair price and setting up the new vehicle at an attractive entry. Independent fairness opinions help but don't fully resolve this.

How big is the continuation fund market?

Global secondaries volume reached approximately $150B in 2024, up from $50B in 2020. GP-led transactions โ€” of which continuation funds are the primary type โ€” represented roughly $65-70B of that, or about 30% of total secondary market activity, according to Jefferies and Lazard secondaries market data.

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