What is a fairness opinion?

In a continuation fund deal the manager acts for both the selling fund and the buying vehicle, so the price is a conflict for the LPAC to clear. ILPA’s October 2026 continuation vehicle guidance says a fairness opinion from an independent valuer can help support the price, that a strong competitive process may be enough on its own, and that any opinion should be independent, transparent and broad enough to be useful. An SEC rule that would have required one for adviser-led secondaries was vacated in 2024.

Say a fund sells a company to a continuation vehicle for $500 million, against a last reported value of $480 million. A fairness opinion would say whether $500 million is fair to the selling fund, using current information rather than the older $480 million figure. Simple example. Terms vary by fund.

It is one of the few independent checks on a price the manager sets on both sides, and selling LPs weigh it when deciding whether to cash out or roll.