Annex Fund vs Continuation Vehicle vs New SPV

An annex fund, a continuation vehicle (CV), and a new deal SPV are three different answers to needing another vehicle next to Fund I. An annex raises incremental capital primarily to support existing portfolio companies. A GP-led continuation moves one or more assets into a new vehicle and typically offers selling-fund LPs a roll-or-sell election. A new SPV is a fresh issuer for a purchase, co-invest, or secondary strip without that fund-level election machinery.

This is general information, not legal, tax, investment, or product advice. It is not an offer of any secondary, continuation interest, or annex. Your LPA, LPAC process, and counsel control. For the CV-versus-SPV fork in more depth, see GP-led continuation vehicle vs new SPV. For pre-fund parking of deals, see Warehouse SPV before fund close. For when to stop stacking SPVs and raise a blind pool, see When emerging managers should raise a fund.

Comparison table

What an annex fund is

An annex (sometimes called a follow-on fund or overflow vehicle in loose speech -- use the label your docs use) is a separate pooled vehicle raised to put more capital into existing portfolio companies of a predecessor fund when the main fund's reserves are insufficient. Practitioner writing on investment-horizon tools contrasts annexes with continuations: annexes are primarily a follow-on funding mechanism and generally do not offer main-fund LPs a liquidity exit from the old vehicle.

Design questions that belong in the annex LPA and allocation policy:

• Who gets the first offer (pro rata main-fund LPs, then over-subscribers, then third parties)?

• Which companies are eligible?

• How do fees and carry on the annex relate to Fund I (status quo vs new schedule)?

• How are conflicts handled when Fund I and the annex co-invest in the same round?

An annex is still a new offering. If it relies on Regulation D, it has its own subscription, exemption analysis, and -- after first sale -- Form D clock. It is not just an amendment to Fund I.

What a continuation vehicle is

A GP-led continuation vehicle is a new issuer that acquires one or more assets from an existing fund. Existing LPs are typically offered an election to roll into the CV, sell for cash, or combine. ILPA's May 2023 guidance, Continuation Funds: Considerations for Limited Partners and General Partners (fetched 4 Sep 2026), frames the process expectations: rationale to LPAC, conflict waiver, competitive price validation, disclosure, and a meaningful election period with a status-quo option for rolling LPs. That document is industry guidance, not a statute.

A continuation is the right tool when the selling fund's LPs need a fair process and a liquidity option. Calling the buyer an SPV does not create roll-or-sell rights. Details and Form D notes: GP-led continuation vehicle vs new SPV.

What a new SPV is in this triangle

A new SPV is a standalone raise and purchase (or co-invest) vehicle. Use it when:

• The buyer set is not an election of the old fund's LPs

• You are warehousing a name before a fund close (Warehouse SPV before fund close)

• A syndicate or club is underwriting one asset (Club deal vs syndicate SPV, How to run a founder-led syndicate)

• A secondary strip is a purchase, not a fund restructure

On Allocations (fetched 4 Sep 2026 from fees): Standard SPV $9,950 one-time; Premium SPV $19,500 one-time; Fund $19,500/year; 0% platform carry; additional fees may apply. That price buys a new issuer's administration. It does not buy an ILPA-shaped continuation process or an annex fundraise.

A multi-asset path for managers who need ongoing reserves across many names is the Fund product -- still not product advice for whether you should annex, continue, or SPV. Emerging managers should match the vehicle to the job: follow-on dry powder (annex or larger fund reserves), LP liquidity on a legacy asset (CV process), or a clean one-off (SPV).

Fees vs structure -- keep the columns separate

Choosing annex, CV, or SPV is a document and conflict decision. Paying for formation and administration is a vendor decision. Do not let a SKU name pick your structure. Allocations publishes Standard SPV $9,950, Premium SPV $19,500, Fund $19,500/year, and 0% platform carry (fetched 4 Sep 2026 from fees; additional fees may apply). Those cash lines buy administration for whichever issuer you form. They do not create LP election rights, annex allocation policies, or a continuation conflict waiver. Sponsor promote on an annex, CV, or SPV remains a document term -- see Platform carry vs GP carry and Carried interest explained.

Choosing without the branding fog

Ask three questions in order:

1. Do selling-fund LPs need a roll-or-sell election on an asset the fund already owns? If yes, you are in continuation territory -- run the conflict and election process; do not silently SPV the asset out.

2. Do the companies need more capital while the main fund keeps owning them? If yes, annex (or increase reserves in a successor fund) is the shape -- not a CV labeled annex.

3. Is this a new buyer set for a defined deal, warehouse, or secondary? If yes, a new SPV (or a fund commitment) is enough -- do not advertise it as a continuation.

Related vehicle comparisons: Fund of one vs SPV vs SMA. Economics remain document terms; platform carry on Allocations remains 0%.

This page does not recommend a product, price a secondary, or predict which structure LPs will prefer on your deal.

What is an annex fund?

A separate vehicle raised mainly to provide additional capital to existing portfolio companies of a predecessor fund when reserves are insufficient. It is generally a follow-on funding tool, not a liquidity exit for main-fund LPs.

How is a continuation vehicle different from an annex?

A continuation typically buys assets from the selling fund and offers LPs a roll-or-sell election. An annex usually leaves ownership in the main fund and adds a parallel pool for follow-ons. Different jobs, different conflict processes.

When should I use a new SPV instead?

When you need a clean issuer for a defined purchase, co-invest, warehouse, or secondary -- and you are not running a selling-fund LP election. See the continuation-vs-SPV insight for the edge cases.

Does forming an SPV on Allocations create continuation rights for old LPs?

No. Roll-or-sell rights come from the transaction documents and process for a GP-led continuation, not from naming the buyer an SPV or paying a formation fee.

Is this advice to raise an annex, CV, or SPV?

No. It is a structural comparison for education. Counsel, LPAC, and your LPA govern any real transaction. Allocations' published admin fees and 0% platform carry do not select the structure for you.