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Continuation vehicle

Fund operations

What is a Continuation Vehicle? GP-Led Secondaries Explained for Operators

By aama.io Fund Operations Team · Last reviewed 9 October 2026

A continuation vehicle (CV) is a new private-market vehicle created so a GP can hold assets longer while offering existing LPs a choice to roll into the new vehicle or sell. Operationally it is a fresh vehicle with elections, KYC and capital ops — not merely a rename of the old fund.

Key facts

Triggered byGP-led secondary / desire to hold winners past fund life
LP choiceTypically roll, sell, or a mix
New vehicleNew SPV, fund or VCC sub-fund with its own books
Admin focusSource link, elections, invite rollers, capital calls, reporting
Not required for MVPFull bid desk, escrow and stapled-primary automation
ConflictsGP-led deals need disclosure and often independent advice

How it works

  1. Propose and disclose. The GP proposes transferring assets or interests into a new vehicle and discloses conflicts, pricing basis and options to LPs.
  2. Collect elections. Each LP elects to roll (stay invested via the CV), sell, or remains undecided until a deadline.
  3. Onboard and operate the CV. Rolling LPs complete onboarding on the new vehicle; capital calls, NAV and reporting run like any other fund or SPV.

Worked example: One portfolio company into a CV

A five-year PE fund wants to hold a breakout company longer. A new SPV/CV is formed; 12 LPs elect to roll $40M of commitment; 8 elect to sell.

Source fund LPs20
Roll elections12 LPs / $40M
Sell elections8 LPs
Admin next stepInvite 12 rollers onto the CV LP portal and publish the linked fund

The election register is the bridge between the old vehicle and the new one. Without it, onboarding becomes a manual reconstruction of who stayed.

Common mistakes

  • Treating the CV as a label on the old fund instead of a new vehicle with its own investor register.
  • Inviting everyone from the source fund without recording roll vs sell.
  • Building a full secondaries trading desk before the admin path for elections and onboarding works.

The Singapore and APAC angle

CVs in Singapore may sit as a new company, LP or VCC sub-fund. Tax incentives (13O/13U) and MAS licensing follow the manager and structure — confirm with advisors; software does not grant the incentive.

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Sources

ILPA — GP-led secondariesaama.io — SPVs & Syndicates

General information, not tax, legal, accounting or investment advice. This content is sourced from the references above and from public regulatory material, and it can become outdated. Always confirm the current position with your counsel and ILPA guidance on GP-led secondaries, and take professional advice for your specific situation, before relying on it.