ILPA Releases New GP-LP Continuation Fund Disclosure Template

February 5, 2026

The Institutional Limited Partners Association (ILPA) has recently released a new disclosure template that summarizes and standardizes the high-level information that limited partners (LPs) such as public pension funds typically request at the outset of “continuation fund” transactions, a prominent feature of the private equity (PE) industry over the last few years. ILPA – a global organization serving LPs in the private markets, representing over 575 institutions and $2 trillion in assets — encourages general partners (GPs), advisors, and law firms to consider integrating the template into their transaction processes as a tool to enhance transparency, improve alignment, and support a more efficient experience for all parties.

It should be noted at the outset that not all NCTR members invest in private equity. However, public pensions reported $64.3 billion in private markets commitments in the second quarter of 2025, up 22 percent from Q1, according to Dakota Marketplace, a Philadelphia-based financial technology, data, and media company. Furthermore, the 2025 public pension study conducted by the American Investment Council (AIC) – an advocacy and research organization that represents the private equity and private credit industries — reports that PE delivered a median 10-year annualized return of 13.5 percent for public pension funds, making it one of the top performing long term asset classes for governmental plans.

While allocations to private markets remain high, growth is, however, leveling off, as public pension funds are rebalancing toward fixed income as higher rates make bonds more attractive. Enthusiasm for alternatives, including PE, therefore appears to be cooling somewhat due to liquidity pressures and higher rates. Accordingly, the era of rapid allocation growth for private markets may be slowing.

Nevertheless, in the PE space, interest in continuation funds — the most common and most formal type of continuation vehicle (CV) — is increasing. As the CFA Institute Research and Policy Center explains, “CVs have accomplished a remarkable transformation in reputation, from an association with ‘zombie funds’ to a perceived repository of trophy assets,” and Microsoft Copilot refers to them as a “second act” for a company the GP still believes in.

Furthermore, global continuation funds have nearly tripled in value, rising to an estimated $63 billion in transaction volume in 2024, and CFA says growth is expected to continue.

[According to the CFA, a continuation fund is a private fund that acquires one or more assets from a preexisting private fund. “The manager of the older fund manages the new fund, gaining an expanded investment timeline and the opportunity to reset key economic terms,” CFA explains. In addition, the transaction usually brings in fresh capital for the new fund, and investors in the older fund can either “gain liquidity by selling their interests or roll them into the new fund.” CFA reports that an estimated 80–90 percent of legacy investors choose to cash out and are replaced by a new investor base.]

Continuation funds have “gained significance in private markets by meeting the increasingly pressing need for liquidity,” the CFA underscores. As it notes, traditional sources of liquidity — mergers and acquisitions (M&As) and initial public offerings (IPOs) — have been depressed in recent years, and “continuation funds have emerged as an important alternative.”

However, continuation funds raise fundamental conflicts of interest, the CFA also emphasizes. “The manager sits on both sides of the continuation fund transaction and owes fiduciary duties to both buyers and sellers,” the CFA explains. Moreover, the manager has its own financial incentives, which can “potentially become misaligned with the interests of the legacy fund, the continuation fund, and their respective investors.” Indeed, the CFA says that “[s}ome skeptical investors dismiss continuation funds as a ‘transfer of economics’ (i.e., financial benefits) from investors to managers.”

One key to addressing these conflicts of interest is for the manager to conduct a fair process in creating a continuation fund, the CFA stresses. This is where the ILPA template can play an important role in helping public pensions evaluate these opportunities with regard to transparency and standardized information before approving these deals.

The new template summarizes and standardizes the high-level information LPs typically request at the outset of a continuation fund transaction. “By consolidating core data points in one place, the template helps LPs begin their internal roll/sell analysis more efficiently, reducing repetitive information requests and creating a clearer starting point for engagement,” ILPA emphasizes. This can lead to “smoother workflows, fewer clarifying questions, and more predictable expectations across investor groups,” ILPA explains.

However, ILPA also stresses that the template does not replace definitive transaction materials or advisor documentation, but it does provide a concise, consistent overview for existing fund LPs. When multiple funds are involved, it also offers a structured way to present information across all participating vehicles, ILPA notes.

In summary, LPs have been concerned because continuation funds create inherent conflicts of interest, with the GP as both the seller (selling the asset from Fund I) and the buyer (buying the asset into Fund II). As the GP is effectively negotiating with itself, pricing, fees, and terms can also potentially be biased.

LPs also face tight timelines, with secondary buyers often requiring fast execution, leaving LPs with limited time to evaluate the asset, limited access to independent valuation data, and undue pressure to decide whether to roll or cash out.

Finally, GPs know far more about the asset than LPs do. LPs therefore need updated financials; full disclosure of valuation methodologies; disclosures of conflicts; fee and carry details; the rationale for the transaction; and terms for rolling vs. selling. In short, without standardized disclosures, LPs are left comparing apples to oranges.

This is why ILPA has acted, addressing:

inconsistent information;
compressed decision windows;
opaque valuation processes;
unclear conflicts management; and
difficulty comparing deals across GPs.

As ILPA notes in its “Continuation Funds: Considerations for Limited Partners and General Partners,” with continuation fund transactions increasing in prevalence, “greater transparency and consistency in these deals will be critical to their efficiency and quality of execution.” Accordingly, GPs should pursue processes and deal structures that maximize alignment and LP engagement. For LPs, “by anticipating how to successfully engage in the process and requesting adequate disclosures, they can transact in a manner that serves the best interest of their beneficiaries,” ILPA stresses.

ILPA’s new Continuation Fund Disclosure Template is meant to standardize the process, and NCTR encourages its member systems who may be affected by continuation funds, either directly or indirectly, to be sure to carefully consider the template and its potential benefits.