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The Manufactured Exit: How Continuation Vehicles and NAV Loans Turned Private Equity's Liquidity Drought Into Reported Distributions—and What Institutional Investors Must Demand Before They Sign the Next Election Form

July 8, 202631 min read

On the surface, 2025 was the year private equity's liquidity problem began to heal. The global secondary market cleared a record $240 billion in transaction volume, a 48 percent increase over the prior year and the largest annual total ever recorded.¹ Exit values surged. Sponsors circulated the improvement in fundraising decks. Yet beneath the headline, the cash-on-cash reality facing limited partners barely moved: distributions as a percentage of net asset value came in at roughly 14 percent for 2025, a level last seen during the 2008–2009 financial crisis, marking the fourth consecutive year below 15 percent—an industry record for sustained illiquidity.²

The distance between those two facts is the subject of this article. A growing share of what limited partners now receive as "distributions" originates in transactions where no independent third party ever purchased the underlying company. In a continuation vehicle, the selling fund and the buying fund answer to the same general partner, who negotiates with itself across the table and invites its investors to approve the result. In a NAV loan, the cash arriving in a limited partner's account was borrowed against the very portfolio that remains unsold, sometimes on terms that make the distribution recallable. Both structures produce the outward evidence of a successful exit—a wire, a distribution notice, an improved DPI figure—without the one event that has historically disciplined private equity valuations: a sale to someone with no stake in flattering the mark.

Buxton Helmsley refers to this growing category as the manufactured exit. The term is meant descriptively. Continuation vehicles and NAV facilities each have legitimate uses, and in specific circumstances they genuinely serve limited partners. The forensic problem is one of information. When a distribution can be generated by an asset sale, by a transfer between two funds controlled by the same manager, or by fund-level borrowing, the distribution itself ceases to carry reliable information about realized value. An allocator who evaluates managers on DPI—and by 2025, limited partners ranked DPI as the most critical performance metric at two and a half times the rate they did just three years earlier³—is now evaluating a number that different managers manufacture through materially different means. The most important question an allocator can ask about any distribution received in 2026 concerns its origin, and most quarterly reports are not designed to answer it.

The Drought Beneath the Record

The structural pressure driving all of this is not in dispute. Bain & Company's 2026 Global Private Equity Report counts roughly 32,000 unsold companies sitting in buyout portfolios worldwide, worth an estimated $3.8 trillion.² Average holding periods for assets at exit now hover around seven years, up from the five-to-six-year norm that prevailed from 2010 through 2021.² The aging is not cosmetic. Bain's analysis of fifteen years of buyout vintages found that internal rates of return begin to stagnate around year seven of a holding period and decline thereafter—which means a substantial portion of the industry's unsold inventory is now past the point where additional time reliably creates additional value.²

The arithmetic confronting general partners is therefore unforgiving. Funds raised during the 2018–2021 boom are approaching the end of their terms with assets still on the books, marked at valuations set during a lower-rate era. Selling those assets into today's market would crystallize prices that in many cases sit below carrying value, with consequences for track records, carried interest, and the next fundraise. The alternative—continuing to hold—is what has produced the distribution drought that has made fundraising the industry's most difficult exercise in more than a decade. Faced with that dilemma, sponsors have constructed a third path: liquidity events that do not require an arm's-length sale. Bain estimates that managers generated approximately $410 billion of liquidity through minority stake sales, recapitalizations, secondaries, and NAV financings in 2025 alone, and that nearly a third of the companies sitting in buyout portfolios have already undergone a liquidity transaction of some kind.²

The growth rates tell the story of where the industry is placing its weight. GP-led secondary volume reached $115 billion in 2025, a 53 percent increase year over year, accounting for 48 percent of all secondary market activity.¹ Continuation vehicles comprised the majority of those GP-led transactions.¹ The second half of 2025 alone produced $68 billion of GP-led volume—nearly matching the full-year 2024 total of $75 billion, which had itself been a record.¹ Average continuation vehicle size climbed to approximately $900 million, and twenty-nine GP-led transactions exceeded $1 billion, up from twenty-one the year before.¹ Bain measured continuation vehicle exit volume growing 62 percent year over year, a pace representing 37 percent compound annual growth since 2022, even though these vehicles still account for less than 10 percent of total private equity exit value.² In a StepStone/Bain survey of general partners, a quarter of respondents said they had initiated or completed a continuation vehicle within the past two years, roughly 40 percent said they planned to explore one within the next twelve to twenty-four months, and more than half named generating liquidity as a primary reason for launching one.²

That last figure deserves a pause. The continuation vehicle was originally marketed as a tool for retaining "crown jewel" assets—companies performing so well that a forced sale at fund expiry would shortchange investors. When more than half of sponsors now cite liquidity generation as a primary motive, the instrument has been repurposed into the industry's pressure-release valve for a $3.8 trillion inventory problem, and the incentives surrounding a pressure-release valve differ considerably from the incentives surrounding a trophy case.

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A Sale in Which the Seller Sits on Both Sides

The mechanics of a continuation vehicle can be described in a paragraph; policing them has proven far harder. A general partner identifies one or more portfolio companies in an aging fund. The general partner forms a new vehicle—which it will also manage—and arranges for the new vehicle to purchase the assets from the old fund, with the cash portion typically funded by secondary buyers. Existing limited partners receive an election form offering a choice: sell their exposure at the transaction price and take the cash, or roll their interest into the new vehicle. The general partner, meanwhile, appears on every side of the transaction. It manages the selling fund, owing fiduciary duties to investors whose interest is the highest achievable price. It manages the buying vehicle, whose incoming investors want the lowest defensible entry price. It selects the advisor who runs the process, shapes the marketing of the asset, controls the information each side receives, and sets the timeline on which limited partners must decide. The Institutional Limited Partners Association, in its guidance on these transactions, states the matter plainly: conflicts are inherent because the general partner sits on both sides of the deal.⁴

The economics compound the conflict. A continuation vehicle typically crystallizes carried interest on the transferred assets with respect to selling investors, restarts the management-fee stream in the new vehicle, and resets a fresh carried-interest schedule on top of the new entry price. ILPA's 2023 guidance recommends that general partners roll 100 percent of their accrued carried interest into the continuation vehicle in nearly all cases, precisely because a sponsor who cashes out its own carry at a price it set for itself has told investors something important about its conviction.⁵ The guidance further recommends that rolling limited partners be offered a true "status quo" option—no increase in the management fee rate or base, no increase in carried interest, no reduction in the preferred return, and no crystallization of carry for those who roll—and that limited partners receive no fewer than 30 calendar days, or 20 business days, to evaluate the proposal and return their election forms.⁵ ILPA also recommends full disclosure of the bidding process, including the number of bids received, their pricing, and any preferential economics for incoming acquirers, including special terms such as stapled financing.⁵ These recommendations exist because, in practice, transactions have been run without them.

How do limited partners actually respond when the election form arrives? Overwhelmingly, they take the cash. Jefferies data indicate that, on average, only about 17 percent of incumbent limited partners roll their stakes into continuation vehicles; the rest elect liquidity.⁶ Research published by the CFA Institute places the cash-out rate for legacy investors at 80 to 90 percent.⁷ In an ILPA webinar poll, more than 60 percent of participating limited partners said they preferred liquidity from traditional exits even where those exits would price below continuation vehicle valuations—a striking statement of distrust toward the manufactured alternative.⁶ Some of that selling reflects genuine liquidity need, portfolio policy, or the practical inability to re-underwrite an asset on a thirty-day clock. The pattern nonetheless functions as a market signal. When the investors who know an asset best—those who have watched it through an entire fund life—decline to maintain exposure at the transaction price in roughly five of every six instances, the price deserves interrogation before it deserves celebration.

None of this has slowed the structure's spread. The largest continuation vehicles now rival major buyouts in scale: Vista Equity Partners closed a record $5.6 billion continuation vehicle involving Cloud Software Group in 2025, and New Mountain Capital progressed a roughly $3 billion multi-asset vehicle for healthcare marketing company Real Chemistry.⁶ The structure has also migrated across asset classes. Continuation vehicles represented approximately 60 percent of total credit secondaries volume in 2025, as private credit managers—facing their own maturity walls—adopted the same playbook.⁸ The buy side, meanwhile, increasingly includes evergreen and semi-liquid retail vehicles alongside dedicated secondary funds,¹ which means assets a sponsor declined to sell into the open market are finding their way, at sponsor-arranged prices, into the very channels through which private markets are now reaching individual savers and retirement accounts—a channel whose structural fragilities Buxton Helmsley examined in "Borrowed Liquidity."⁹ An instrument that migrates this quickly from buyout equity into credit portfolios and retail vehicles is no longer a niche portfolio-management tool. It is becoming the default architecture through which private markets postpone the reckoning between carrying values and clearing prices.

There is a further, quieter cost. The single-asset continuation vehicle—now a major share of the market—concentrates what was once a diversified secondary transaction into a single company held for an extended period, weakening the diversification and duration characteristics that historically justified secondary allocations in the first place.³ Limited partners who commit to secondary funds expecting diversified, shorter-duration exposure are increasingly receiving concentrated, sponsor-selected positions instead, priced in processes the sponsor designed.

The Price That Answers to No Market

Every continuation vehicle transaction rests on a single number: the price at which the assets move from the old fund to the new one. That number is anchored to a net asset value determined by the general partner, tested—if it is tested at all—by a process the general partner designs. Understanding how much confidence that number deserves is the central forensic question, and the reality is uncomfortable: it deserves less confidence than the industry's marketing suggests, and least of all in exactly the situations where continuation vehicles arise.

Recent research from MSCI, examining global buyout exits from 2012 through 2025, found that reported net asset values are, on average, conservative relative to the prices ultimately realized at exit—a genuinely reassuring aggregate finding.¹⁰ The same research located the critical exception in the oldest corners of the portfolio. Valuation reliability deteriorates as assets age, and the deterioration is sharpest for companies held a decade or longer, a population that skews toward broken investment theses and stale peer comparisons.¹⁰ This is precisely the population from which continuation vehicles and secondary processes draw their inventory. The comforting average, in other words, is carried by the healthy portion of the portfolio, while the manufactured exit harvests the aging tail where the average breaks down. Buxton Helmsley examined the analogous problem in private credit—valuation marks that survive only until an outside bid arrives to test them—in "Marks Without a Market," and the lesson transfers intact: a mark is a hypothesis, and until an adversarial counterparty has tested it, it deserves the evidentiary weight of a management estimate.¹¹

Transaction pricing data reinforce the caution. Continuation vehicle pricing is systematically skewed below the sponsor's own prior reported net asset value, meaning the "liquidity" offered to selling limited partners routinely embeds a haircut against the valuations those same limited partners had been reporting to their own boards and beneficiaries.³ Across the broader secondary market, limited partnership portfolios priced at an average of roughly 87 percent of net asset value in 2025.¹ A discount, standing alone, is not an indictment—illiquidity has a price. But consider the full circuit: the manager marks the asset; the marks drive the interim performance figures on which the manager raises its next fund; and the eventual "exit" occurs at a discount to those marks, in a transaction the manager itself arranges and prices. That is a system in which interim performance is structurally biased toward optimism, and the discount is where the optimism quietly settles up.

The counter-evidence deserves a fair hearing. Early performance studies of continuation vehicles are, on their face, favorable. Morgan Stanley's Private Capital Advisory group, reviewing vintages from 2018 forward, found continuation funds delivering a median multiple on invested capital of roughly 1.4x against approximately 1.3x for comparable buyout funds, with lower loss ratios.¹² An HEC Paris study of 2018–2022 vintages found continuation funds performing in line with vintage-matched buyouts—a mean total value to paid-in multiple of 1.50x versus 1.51x—with meaningfully lower dispersion of outcomes.¹³ These findings deserve weight. They also deserve context. The studied vintages are young, and their multiples rest substantially on unrealized marks set by the same sponsors who priced the entry—the very feedback loop under examination. The sample is dominated by an era in which sponsors selected their most defensible assets for a structure that still carried stigma; as continuation vehicles shift from showcasing winners toward warehousing a liquidity backlog, the selection effect that flattered early results should be expected to fade. And a median comparison says nothing about process fairness in any individual transaction, which is where limited partners actually live. The performance debate, in Buxton Helmsley's assessment, remains genuinely open. The conflicts are not debatable at all.

Distributions on Borrowed Money

If the continuation vehicle manufactures an exit by replacing the buyer, the NAV facility manufactures a distribution by dispensing with the sale altogether. A NAV loan is credit extended to a fund, or to a holding vehicle beneath it, secured by the fund's portfolio companies as a cross-collateralized pool. The Fund Finance Association has estimated the market at roughly $100 billion, with projections that it will reach $600 billion by 2030.¹⁴ Proceeds fund follow-on investments, support struggling portfolio companies, and—most consequentially for the integrity of performance reporting—finance distributions to limited partners.

A distribution funded by a NAV loan performs a remarkable accounting alchemy. It converts unrealized, manager-marked asset value into reported DPI, accelerates cash into the IRR calculation at exactly the moment when the time-weighting of that metric matters most, and leaves the underlying assets unsold and the fund newly levered. In some structures, the distribution is recallable, meaning the limited partner may be required to return the cash—after having already booked the improved performance figures the cash produced, and with attendant complications for the limited partner's own capital planning and tax position.¹⁵ ILPA's July 2024 guidance on NAV facilities catalogued the concerns limited partners had been raising: many did not learn a facility existed until a distribution notice or an audited financial statement disclosed it; older limited partnership agreements are silent on the product, leaving general partners to interpret fund-level borrowing limits in their own favor; interest costs are borne by the fund while the reporting benefits accrue to the manager's marketing materials; cross-collateralization places the fund's strongest companies at risk in a default scenario, particularly where proceeds were deployed to shore up its weakest; and the structures can be used to artificially enhance reported fund performance.¹⁵ The guidance recommends that general partners obtain limited partner advisory committee consent before implementing a NAV facility where fund documents do not clearly authorize one, and that express LPAC approval be obtained—separately, and in advance—whenever proceeds will fund a distribution.¹⁵

The market's own behavior confirms that these concerns bit. In July 2024, the Financial Times reported that private equity firms had sharply curtailed the use of NAV borrowings to fund payouts after investor criticism intensified, with usage migrating toward portfolio support and add-on financing instead.¹⁶ That is a partial improvement, and an unstable one. The economic pressure that produced distribution-funding NAV loans—the same $3.8 trillion of unsold inventory—has not receded, and the fund finance industry's own growth projections do not contemplate retreat. Sponsors have also learned to layer the instruments: a continuation vehicle recapitalizes the flagship asset while a NAV facility bridges distribution timing at the fund level, and dividend recapitalizations—funded overwhelmingly by leveraged loans in 2025—extract cash at the portfolio-company level beneath both.¹⁷ Each layer is individually disclosed somewhere. The composite picture—how much of a fund's reported distribution history was financed against unsold assets, and how much leverage now sits stacked between the limited partner and the underlying companies—is almost never assembled in one place for the investor, and assembling it is precisely the work that diligence now requires.

The Rule That Never Took Effect

For a brief period, federal regulation addressed this landscape directly. In August 2023, the Securities and Exchange Commission adopted the Private Fund Adviser Rules, which included an adviser-led secondaries rule—Rule 211(h)(2)-2 under the Investment Advisers Act—requiring registered advisers initiating a continuation vehicle transaction to obtain a fairness opinion or valuation opinion from an independent provider, distribute it to investors before the election deadline, and disclose any material business relationships between the adviser and the opinion provider during the preceding two years.¹⁸ The requirements were modest. They codified what a well-run process already included, and they attached the disclosure at the only moment it matters: before the limited partner signs.

The rule never took effect. On June 5, 2024, a unanimous panel of the United States Court of Appeals for the Fifth Circuit vacated the Private Fund Adviser Rules in their entirety in National Association of Private Fund Managers v. SEC, holding that the Commission had exceeded its statutory authority in adopting them.¹⁹ The vacatur was total. No federal rule today requires an independent opinion, or standardized conflict disclosure delivered before the election deadline, in a transaction where an adviser sells assets from one client to another client it also controls. The compliance dates arrived, and nothing arrived with them.

What survives is the Advisers Act's fiduciary duty itself, and the Commission has shown it will use it. In September 2023, the SEC charged American Infrastructure Funds LLC with, among other violations, transferring assets from expiring funds into a new vehicle the adviser also managed—locking up investor money for at least an additional decade—without obtaining investor consent, without offering existing investors an option to exit, and without disclosing the adviser's conflicts of interest.²⁰ The adviser paid more than $1.6 million to settle, in what was widely noted as the Commission's first enforcement action addressing a continuation-fund transfer. The co-chief of the Enforcement Division's Asset Management Unit described the case as reflecting the Commission's focus on "holding private fund advisers responsible when they fail to act in their clients' best interests," with specific reference to continuation funds.²⁰ The precedent matters, but enforcement arrives after the fact, punishing the worst processes without supplying the standardized, before-the-signature disclosure that the vacated rule would have required in every transaction.

Into that vacuum has stepped a trade association. ILPA's 2023 continuation fund guidance has become the de facto rulebook, and ILPA is now revising it: in January 2026 it published a standardized template for the key disclosures limited partners should receive in continuation fund transactions, and in June 2026 it released draft updated guidance—built around strengthened conflicts management, an evidenced commercial rationale, fair and defensible pricing, and process integrity—with a public comment period open through August 5, 2026.⁴ Buxton Helmsley encourages every allocator reading this article to submit comments. Voluntary guidance drafted with limited partner input is, at present, the only rulemaking process this market has.

What the Most Sophisticated Sellers Are Signaling

While sponsors manufacture liquidity, the most sophisticated limited partners in the world have been purchasing their own liquidity the old-fashioned way: by selling to independent buyers at a visible discount. In 2025, Yale University—the institution whose endowment model legitimized institutional private equity allocation—moved to sell private equity fund interests in its first known secondary sale, a process reported at up to $6 billion under review and roughly $2.5 to $3 billion in execution, at a reported discount of less than 10 percent to net asset value.²¹ Harvard agreed to sell approximately $1 billion of private equity stakes in a parallel process.²² The Financial Times framed the moment directly: Ivy League endowments were selling private equity stakes amid a buyout downturn.²³

Two features of these transactions merit attention. First, the sellers accepted prices below their own reported carrying values as the cost of real liquidity, which functions as a public admission about where clearing prices sit relative to marks across seasoned portfolios generally. Second, they chose LP-led sales—in which an independent buyer prices the portfolio against the seller's interest—over reliance on sponsor-manufactured alternatives. When the institutions with the longest track records, the deepest information, and the greatest negotiating leverage elect the adversarial transaction and absorb the haircut, other allocators should ask what those institutions understand about the alternative.

The skepticism is not new; it has simply become harder to dismiss. In June 2022, Amundi's chief investment officer, Vincent Mortier, warned that in some parts "the private equity market may look like a Ponzi scheme," describing an ecosystem in which firms sell assets to one another at prices sustained by inflowing capital rather than external validation.²⁴ The remark drew criticism at the time as hyperbole. Four years later—with nearly half of the secondary market composed of transactions initiated by sponsors, most of them sales of assets into vehicles the same sponsors control, and with fund-level borrowing standing in for realizations—the underlying observation reads as an early diagnosis. Buxton Helmsley documented a parallel circularity dynamic inside the artificial intelligence capital cycle in "The Circular Bargain"; the private markets version of the pattern is older, quieter, and far larger in aggregate dollar terms.²⁵

What Institutional Investors Must Demand

The instruments are here to stay, and prohibiting them would serve no one. What must be restored is the informational integrity of the distribution itself—so that when cash arrives, the allocator knows what kind of event produced it, what conflicts shaped its size, and what obligations may travel with it. Buxton Helmsley believes institutional investors should demand the following, in fund documents at the moment of commitment and in practice when the election form arrives.

First, demand distribution provenance reporting. Every capital account statement should classify distributions by origin: third-party asset sale, continuation vehicle or other adviser-led transfer, NAV facility or other fund-level borrowing, dividend recapitalization, or other. A DPI figure that aggregates all of these categories without distinction is no longer a decision-useful number, and a manager who resists the classification is telling the allocator which category is doing the work.

Second, demand the ILPA baseline as a contractual floor. The 2023 guidance and the pending 2026 revision set out the minimum architecture of a fair process: election periods of no fewer than 30 calendar days, a genuine status quo roll option with no fee or carry deterioration and no carry crystallization for rolling investors, full rollover of the general partner's accrued carried interest, LPAC engagement before terms are fixed, and disclosure of the bidding process together with all bids received.⁴,⁵ These terms should be negotiated into limited partnership agreements and side letters at commitment, while the allocator still holds leverage; the middle of a live transaction, engineered around a deadline, is the weakest possible moment to raise them.

Third, demand independent price testing calibrated to the conflict. With Rule 211(h)(2)-2 vacated, no federal regulation requires a fairness opinion in an adviser-led transaction.¹⁹ Allocators should therefore require one contractually for any continuation vehicle, together with disclosure of the opinion provider's business relationships with the sponsor over the trailing two years—the architecture of the vacated rule, reconstructed privately. Stronger evidence still comes from a genuinely competitive process run by an experienced secondary advisor—with disclosed bid counts and pricing, as ILPA recommends—or from a meaningful minority sale to an independent third party at or above the transaction price. An opinion commissioned by the conflicted party from a repeat vendor is weak validation; it is simply the least an allocator should accept.

Fourth, demand NAV facility governance before any facility exists. Consistent with ILPA's 2024 guidance, limited partnership agreements should define NAV-based facilities expressly, cap fund-level leverage inclusive of them, require LPAC consent for implementation where documents are silent, and require separate, advance LPAC approval for any use of proceeds to fund distributions—together with disclosure of facility size, cost, security structure, covenants, and whether resulting distributions are recallable.¹⁵ An allocator who learns of a NAV facility from a distribution notice has already lost the governance moment that mattered.

Fifth, demand recallable-distribution transparency in performance reporting. Any distribution subject to recall should be flagged as such in the capital account statement and, where actually recalled, restated out of DPI presentations used in marketing. Performance credit for cash that may be clawed back is performance credit the manager has not yet earned.

Sixth, treat the roll-or-sell election as a new underwriting, and resource it accordingly. The low rolling rates across the market partly reflect institutions that lack the internal bandwidth to re-diligence a company inside a thirty-day window, which converts a conflict-laden price into a default outcome.⁶ Allocators should establish standing internal protocols for continuation vehicle elections—approval pathways, valuation review procedures, and outside counsel arrangements—before the first election form arrives, as ILPA has recommended since 2023.⁵ An election made by the calendar amounts to an abstention that counts as consent.

Seventh, underwrite the manager's manufactured-exit history at every new commitment. Diligence questionnaires should require a schedule of every continuation vehicle, NAV facility, and dividend recapitalization across the manager's prior funds, showing pricing relative to prior marks, subsequent performance of transferred assets, roll rates among existing investors, and the disposition of the general partner's own carried interest in each transaction. A sponsor's conduct inside its last liquidity crunch is the best available evidence of its conduct inside the next one.

The Question That Must Precede the Signature

Private equity's founding bargain with institutional capital was always specific: illiquidity in exchange for alignment, with the sale of the company serving as the moment of truth that reconciled every interim estimate to reality. The manufactured exit renegotiates that bargain unilaterally. It preserves the appearance of the moment of truth—cash moves, DPI rises, the fundraising deck updates—while removing the adversarial buyer who made the moment truthful. Some of these transactions will prove to have served limited partners well; the early performance data are far from damning, and the structures answer a real liquidity need that traditional exit markets have failed to meet for four consecutive years.²,¹² But a market in which nearly half of all secondary volume is initiated by sponsors—most of it flowing into vehicles those sponsors also control—in which fund-level debt stands in for realizations, in which the one federal rule written for the conflict was vacated before it ever operated, and whose own limited partners elect to sell in roughly five of every six instances, is a market running on a degree of trust that its participants demonstrably do not extend to it.¹,⁶,¹⁹

The window for shaping the replacement rulebook is open now and closes soon: ILPA's public comment period on its updated continuation fund guidance ends on August 5, 2026.⁴ Allocators who want fair processes should say so in writing, and should then write the same requirements into every limited partnership agreement they sign. The next election form will arrive with a deadline, a data room, and a price set by a seller for a buyer it also controls. The only durable protection is to have answered the important questions before it arrives.

Referenced Sources:

  1. Jefferies Private Capital Advisory, 2025 Global Secondary Market Review: Another Record-Breaking Year (February 2026), available at https://www.jefferies.com/insights/the-big-picture/2025-global-secondary-market-review-another-record-breaking-year/.

  2. Bain & Company, Global Private Equity Report 2026 (February 2026), available at https://www.bain.com/insights/topics/global-private-equity-report/; see also Bain & Company, Press Release, Private equity resurgence gathers steam as new era challenges firms to enhance value creation (February 23, 2026).

  3. CAIA Association, The Continuation Vehicle Boom: Structural Shift or Liquidity Patch? (February 11, 2026) (citing McKinsey & Company survey data and continuation vehicle transaction pricing data), available at https://caia.org/blog/2026/02/11/continuation-vehicle-boom-structural-shift-or-liquidity-patch.

  4. Institutional Limited Partners Association, Continuation Funds—Principles & Best Practices (guidance hub; standardized key-disclosures template published January 27, 2026; draft updated guidance released June 2026, with the public comment period closing August 5, 2026), available at https://ilpa.org/industry-guidance/principles-best-practices/continuation-funds/.

  5. Institutional Limited Partners Association, Continuation Funds: Considerations for Limited Partners and General Partners (May 2023), available at https://ilpa.org/wp-content/uploads/2023/05/Continuation-Funds-Considerations-for-Limited-Partners-and-General-Partners.pdf.

  6. White & Case LLP, Unlocking liquidity: How secondaries and continuation vehicles are freeing up the PE exit pipeline (December 2025) (citing Jefferies roll-rate data, Evercore volume data, and an Institutional Limited Partners Association webinar poll), available at https://mergers.whitecase.com/highlights/unlocking-liquidity-how-secondaries-and-continuation-vehicles-are-freeing-up-the-pe-exit-pipeline.

  7. Stephen Deane, Continuation Funds: Ethics in Private Markets, Part I, CFA Institute Research and Policy Center (2025), available at https://rpc.cfainstitute.org/sites/default/files/docs/research-reports/rpc_deane_continuationfunds-ethicsinprivatemarkets_pti_online.pdf.

  8. Ares Management Corporation, The Rise of Continuation Vehicle Transactions in Credit Secondaries (2026), available at https://www.ares.com/us/news-and-insights/rise-continuation-vehicle-transactions-credit-secondaries.

  9. Buxton Helmsley, Borrowed Liquidity, Insights (May 15, 2026).

  10. MSCI Research, When Buyout Marks Meet the Market (2026), available at https://www.msci.com/research-and-insights/blog-post/when-buyout-marks-meet-the-market.

  11. Buxton Helmsley, Marks Without a Market, Insights (April 29, 2026).

  12. Morgan Stanley Private Capital Advisory, The Case for Continuation Funds: An Initial Performance Review (August 2024), with updated findings reported in Continuation fund performance begins to solidify—Morgan Stanley, Secondaries Investor (April 2025).

  13. HEC School of Management, Paris, "Continuation Funds" Performance and Determinants, 2018–2022 Vintages (March 2024).

  14. Morgan, Lewis & Bockius LLP, ILPA Issues Guidance on Net Asset Value–Based Credit Facilities (September 3, 2024) (citing Fund Finance Association market estimates), available at https://www.morganlewis.com/pubs/2024/09/ilpa-issues-guidance-on-net-asset-value-based-credit-facilities.

  15. Institutional Limited Partners Association, NAV-Based Facilities: Guidance for Limited Partners and General Partners (July 25, 2024), available at https://ilpa.org/resource/nav-based-facilities-guidance/.

  16. Eric Platt, Sun Yu & Antoine Gara, Private equity firms slash use of risky debt tactic to fund payouts, Financial Times (July 15, 2024).

  17. Stout Risius Ross, LLC, Alternative Liquidity: GP-Led Secondaries & Dividend Recaps Lead in 2025 (October 2025), available at https://www.stout.com/en/insights/article/alternative-liquidity-gp-led-secondaries-dividends-lead-2025.

  18. Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews, Investment Advisers Act Release No. 6383 (August 23, 2023) (adopting, inter alia, Rule 211(h)(2)-2, the adviser-led secondaries rule).

  19. National Association of Private Fund Managers v. SEC, No. 23-60471 (5th Cir. June 5, 2024) (vacating the Private Fund Adviser Rules in their entirety); see also U.S. Securities and Exchange Commission, Announcement Regarding the Private Fund Advisers Rules, available at https://www.sec.gov/announcement-regarding-private-fund-advisers-rules.

  20. U.S. Securities and Exchange Commission, Press Release No. 2023-193, SEC Charges Private Equity Fund Adviser American Infrastructure Funds for Breaching Its Duties (September 22, 2023), available at https://www.sec.gov/newsroom/press-releases/2023-193; In re American Infrastructure Funds, LLC, Investment Advisers Act Release No. 6428 (September 22, 2023).

  21. Greg McKenna, As Harvard's and Yale's private equity holdings go on sale, buyers can use this technique for 1,000% windfalls, Fortune (June 15, 2025) (reporting Yale's sale process and pricing and Harvard's parallel sale); see also Yale nears $2.5bn sale of private equity assets in one of the largest university-led secondary deals, Private Equity Insights (2025).

  22. Harvard in Talks to Sell $1 Billion of Private Equity Stakes, Bloomberg (April 24, 2025).

  23. Ivy League endowments sell private equity stakes amid buyout downturn, Financial Times (May 19, 2025).

  24. Some Parts of Private Equity Look Like a Ponzi, Amundi CIO Says, Bloomberg (June 1, 2022); see also Private equity industry like a Ponzi scheme, says Amundi CIO, Reuters (June 1, 2022).

  25. Buxton Helmsley, The Circular Bargain: How Reciprocal Investment and Vendor Backstops Are Manufacturing Demand Inside the Artificial Intelligence Capital Cycle—and What Institutional Investors Must Demand Before They Underwrite the Next Build-Out, Insights (May 28, 2026).

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