ILPA's guidance treats a continuation fund as a conflict to manage

The record

In May 2023 the Institutional Limited Partners Association published a guidance document titled 'Continuation Funds: Considerations for Limited Partners and General Partners,' developed with input from LPs, GPs and other industry participants. It addresses GP-led continuation vehicle (CV) transactions, in which a sponsor moves assets from an existing fund into a new vehicle it also controls. ILPA names the conflict directly: the GP sets the price an existing LP is offered while proposing to keep or expand its own economics in the new vehicle.

What the sources establish

The 2023 guidance sets out specific recommendations rather than general principles. It defines a 'status quo' option that a rolling LP must be offered on unchanged terms: no increase in the management fee rate, no change to the fee base, no increase to the carried interest rate and no crystallization of carry for that investor. It recommends the GP roll 100 percent of accrued carried interest into the new vehicle, and it gives the fund's limited partner advisory committee (LPAC) a role reviewing conflicts and the GP's choice of transaction advisor. It also describes an 'independent fairness opinion,' commissioned from an adviser unrelated to the GP's own advisor, as a tool selling LPs may request when a trailing net asset value does not reflect the price offered. ILPA's own continuation funds page, retrieved 16 September 2026, confirms this document remains the published guidance while a revised version is under review.

Scope and revision

ILPA describes the 2023 document as guidance and best practice, not a rule binding a GP the way a statute or an LPA provision does; the page notes LPAC members hold no fiduciary duty to the fund, a limit on what LPAC approval can mean. ILPA's page states the association is 'currently reviewing' the 2023 guidance, that a comment period on a draft update closed 5 August 2026, and that a final revision is expected later in 2026, after this page was retrieved. ILPA also introduced a Continuation Fund Disclosure Template in 2026, built with Coller Capital on a mock transaction, standardizing what a GP discloses rather than what terms it must offer. Treat the 2023 text as current guidance pending that revision, not a legal requirement.

The decision in front of you

An LP evaluating a roll-or-sell election can use the 2023 guidance as an editorial checklist: whether a status quo option was offered, whether the LPAC reviewed the advisor's fee structure, and whether a fairness opinion was available on request. This does not substitute for the fund's own limited partnership agreement, which controls what the LPAC can compel.

• Does the proposal in front of you match ILPA's definition of a status quo option, term by term?
• Has the GP disclosed its advisor's fee structure and any prior dealings with that advisor to the LPAC?
• Is the ILPA guidance being cited the 2023 text or the revision expected later in 2026?

Guidance under active revision is still guidance while the revision is pending, and a reader relying on it should check ILPA's own page for the current version.