Guide11 min read
Funds vs SPVs: Choosing the Right Vehicle
Your choice of investment vehicle shapes your economics, investor relationships, and regulatory obligations. A practical guide to choosing between a traditional fund and an SPV.
Fund Formation & Structure
The structural decisions behind your fund: entity types, GP and management company setup, Delaware formation, and fund vehicle selection.
16 guides20 terms12 FAQ
Featured Guide
Forming a Private Fund: Entity Structure and Core Documents
Launching a fund involves more than raising capital. Before your first close, you need the right legal structure and investor-facing documents. A guide to fund formation from entity setup to closing your first investors.
GuideMarch 1, 20268 min read
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Guide10 min read
Continuation Vehicles: A Guide for GPs, LPs, and Portfolio Companies
A continuation vehicle transfers a portfolio company from an existing fund into a new vehicle, giving existing LPs a choice between taking liquidity at a market price or rolling into the new structure for continued exposure.
Guide7 min read
Continuation Vehicle Entity Structure and Operations
A continuation vehicle requires its own legal entity structure, separate from the original fund. The choice of entity affects governance, tax treatment, investor eligibility, and ongoing administration.
Guide6 min read
Tax Considerations in Continuation Vehicle Transactions
The difference between selling and rolling in a continuation vehicle can result in materially different after-tax outcomes, depending on LP tax status, transaction structure, and the entities involved.
Guide6 min read
LP Elections in Continuation Vehicles: Roll, Sell, or Partial
When a continuation vehicle transaction is announced, every existing LP faces a decision: take cash at the transaction price or roll into the new vehicle for continued exposure to the asset.
Deep Dive6 min read
Continuation Vehicle Economics: Carry, Fees, and GP Alignment
Carry treatment, fee structure, GP commitment, and hurdle rates determine how value is shared between the GP, rolling LPs, and new investors in a continuation vehicle.
Deep Dive5 min read
Continuation Vehicle Conflicts of Interest and How to Manage Them
Continuation vehicle transactions place the GP on both sides of the deal. That dual role creates conflicts around pricing, economics, and information that require careful process management.
Deep Dive6 min read
Single-Asset vs Multi-Asset Continuation Vehicles
The first structural decision in a continuation vehicle transaction is whether to transfer a single portfolio company or multiple assets into the new vehicle. Single-asset CVs dominate transaction volume, but multi-asset structures serve real purposes.
Guide9 min read
Fund-of-Funds: Structure and Look-Through Requirements
A fund-of-funds invests in other funds rather than directly in companies or assets. That creates layered regulatory requirements including look-through counting rules.
Guide8 min read
Warehouse Vehicles: Mechanics and Roll-In Considerations
A warehouse vehicle holds pre-fund investments until the fund closes. Rolling those investments into the fund requires careful structuring to avoid tax and valuation issues.
Guide8 min read
Master-Feeder Fund Structures
A master-feeder structure consolidates investment activity in one vehicle while accepting capital through multiple feeders. When it makes sense and when simpler options work.
Guide9 min read
Parallel Funds and Feeders: Structure and Use Cases
Parallel funds and feeder structures let you accept capital from different investor types. Understanding when you need them prevents over-engineering your fund.
Guide8 min read
Co-Investment Vehicles: Structure and Administration
Co-investment vehicles let LPs invest alongside your fund in specific deals. Structuring them correctly avoids regulatory and operational problems.
Guide9 min read
Series LLCs for SPVs: Benefits, Limitations, and Tradeoffs
A series LLC lets you run multiple SPVs under one umbrella entity. That simplifies formation but introduces complexity elsewhere.
Guide10 min read
Fund, GP, and Management Company: Roles and Structure
Every private fund has at least two entities. Most have three. Understanding which entity does what prevents structural mistakes.
Guide9 min read
Delaware LP vs Delaware LLC for Private Funds
Most private funds use a Delaware LP, but LLCs offer flexibility for smaller or simpler structures. How to choose the right entity.
Reference
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