Reference · Deal types & structures
Continuation fund
A new vehicle a GP raises to buy one or more assets from its own older fund, letting the manager keep a winning position past the fund's natural life while giving original LPs the choice to sell or roll over.
Worked example
A worked example of how the GP's carry resets (illustrative figures):
- The old fund bought an asset for $40 million; it's now worth $200 million. Moving it into a continuation vehicle at that $200 million valuation crystallizes the GP's carried interest on the $160 million of gains earned inside the old fund — the GP gets paid on that gain now, at the transaction.
- The continuation vehicle then starts its own carry calculation from a fresh $200 million cost basis. If the asset later grows to $300 million, the GP earns carry on the new $100 million of gains created inside the continuation vehicle — a second bite, on top of the one already taken at rollover.
- For rolling LPs, this means their reset cost basis is $200 million, not $40 million — they don't owe carry twice on the same dollar of gain, but they also don't recapture any further upside on the value already crystallized.
- Because the GP earns fees and carry on both the old fund's crystallization and the new vehicle going forward, an independent fairness opinion and a real cash-out option for LPs who don't want to roll are now standard safeguards against this structural conflict.
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