Continuation Vehicles
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Overview
Continuation funds, or continuation vehicles (CVs), have become a prominent feature in private markets, yet LPs face significant challenges in evaluating these transactions. Structures vary widely, timelines for review are often compressed, and conflicts are inherent as GPs sit on both sides of the deal. To ensure GPs run CV processes that are fair to LPs and oriented around strong commercial rationale for the transaction, best practices are set out in ILPA’s guidance that aim to address the inherent conflicts in these CV transactions based on transparency, early and continuous LP engagement, strong GP conflict management and standardized information, all of which is aimed at enabling LPs to make informed sell/roll decisions.
2026 Continuation Vehicle Guidance
With CVs now a more established feature of private markets, ILPA has updated its Continuation Fund Guidance from 2023 to set clearer expectations for GPs and LPs through best practices that provide a stronger framework for addressing the inherent conflicts associated with CV transactions to reflect today’s market environment.
The primary objective of the new guidance is to set out best practices capable of broad market adoption that build on the principles first laid out in the 2023 guidance, and which seek to ensure GPs run CV processes based upon transparent conflicts management, a strongly evidenced commercial rationale, fair and defensible pricing, and robust process integrity, aimed at promoting GP-LP alignment and enabling investors to be informed participants in these transactions.
Industry participants are encouraged to use this resource, developed with input from across the funds industry, to promote transparency, alignment, and informed decision-making throughout the CV process.
Alongside the guidance, these factsheets provide practical guidance to help LPs understand and evaluate CV transactions. They explain the range of GP-led structuring solutions and where CVs fit within them, outline the options available to existing LPs, compare the implications of remaining in place, selling or rolling into a CV, and examine the allocation of transaction costs. The factsheets also highlight the LPAC’s oversight role in reviewing conflicts, while emphasizing that responsibility for managing those conflicts and conducting the transaction remains with the GP.
To answer the most frequently asked questions around the new guidance, a series of short videos are now available covering some of the guidance’s key themes, including GP conflict management, sell/roll elections, CV process fairness, GP-LP alignment, and why ILPA decided to update its 2023 guidance.
Supporting Materials
To support the structuring of transparent, fair, and successful CV processes, ILPA has developed a checklist for sponsors / GPs to provide initial guidance on essential issues to disclose and address in any CV process with their existing LPs. It is, however, not itself a replacement for full and fair CV process management. It should be used alongside ILPA’s guidance (and not in substitute for it).
In addition, to support LPs in making informed sell/roll elections, ILPA has developed an LP-focused evaluation checklist to support their assessment of CV transactions. Its purpose is to act as a prompt for LPs to use for dialogue with the GP. It is not, however, intended to be used, in isolation, as an indicator of a CV’s propriety, suitability or fairness. LPs should consider using it to guide their own processes to evaluate CV transactions.
ILPA has developed a practical guide to key LPA and side letter provisions that may impact continuation vehicle transactions. Highlights legal diligence considerations and potential protections for LPs evaluating CV opportunities.
ILPA’s Continuation Fund Guidance 2023
ILPA’s Continuation Funds: Considerations for Limited Partners and General Partners first released in 2023 has now been superseded by the new guidance released in 2026. Industry participants, including GPs and service providers, are encouraged to utilize the more recent guidance to ensure CV transactions continue to be effective, circumstance specific tools to deliver liquidity through exit and enhance LP optionality, notwithstanding the conflicts inherent in these transactions.
Continuation Fund Disclosure Template
To support consistent and timely decision‑making, ILPA developed the Continuation Fund Disclosure Template in 2026, which summarizes and standardizes the high‑level information LPs receive during continuation fund processes. The template consolidates essential details into one place, complements (rather than replaces) GP and advisor materials, and directs LPs to supporting documents, all to help LPs initiate their internal roll/sell evaluation more efficiently and with greater clarity.
Respondents are encouraged to provide the most accurate information available and include details for each fund involved when multiple vehicles participate in a transaction. Industry participants should utilize this resource during roll/sell election processes to better understand relevant information in continuation fund transactions.
To assist, ILPA partnered with Coller Capital to complete the ILPA Continuation Fund Disclosure Template using a mock continuation fund transaction. The examples and responses are illustrative only and are designed to be informative, demonstrating the level of rigor, transparency, and analytical depth that market participants can expect when applying the template to real-world transactions.
Downloads
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This template summarizes and standardizes the key information LPs typically receive during continuation fund transactions.
As continuation fund transactions increase in prevalence, greater transparency and consistency in these deals will be critical to their…
