The total transfer price = the sum of the individual asset entry enterprise valuesContinuation Fund Model
Private Equity Financial Model (Free Excel Download)
Evaluate continuation funds through transferred assets, secondary pricing, rollover ownership, financing, fees, exit assumptions, and sponsor and investor return outcomes.
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About this model
This continuation fund (GP-led secondary) model evaluates a fund structure where a General Partner transfers high-performing assets from a maturing fund into a new vehicle, offering Rolling LPs a choice to stay or exit at a transfer price, while raising new capital from New LPs. The model sizes the fund ($300M), establishes the transfer price ($260M for a five-asset portfolio), and projects asset appreciation and realisation across a 5-year hold period. It calculates gross proceeds from exit multiples applied to asset entry values; deducts management fees, transaction costs, and administrative drag; and feeds the net distributable amount into a waterfall that calculates returns to Rolling LPs and New LPs at different transfer price entry points.
The model includes a portfolio schedule showing each asset's entry equity value, appreciation rate (15% base case annual), exit year, exit multiple, and gross/net proceeds after transaction costs. A fund cash flow sheet tracks capital calls (87% in Year 1 for the transfer price, remainder for follow-on reserves and fees), management fees that switch from committed capital in Years 1–2 to invested capital (NAV) in Years 3–5, and distributions. A waterfall section implements a European whole-fund carry structure with 8% hurdle, 100% GP catch-up, and 20% carry. Returns sheets calculate LP IRR and MOIC separately from the transfer price perspective.
This model is used by secondary fund managers evaluating GP-led secondary opportunities, institutional LPs assessing the fairness of proposed transfer prices, and continuation fund sponsors modelling LP economics across scenarios. It ensures fund sizing covers the transfer price and preserves carry incentives for the GP, preventing the common error of undercapitalisation that plagued prior builds.
What every model includes
Live formulas, no hardcoded values
Outputs are driven by live formulas, so the workbook updates from its assumptions instead of relying on hardcoded results.
All assumptions in one tab
Inputs are clearly marked in the Assumptions tab and separated from calculations, making it clear what to change and what to leave intact.
Statements always balancing
For integrated-statement models, the balance sheet, cash flow, and supporting schedules tie through properly.
Distinct schedules for clarity
Debt, working capital, taxes, and cash flow can get messy quickly. We group calculations in clear schedules, not across disconnected tabs.
No hidden macros or external links
There are no unexplained external workbook links or macros to undermine auditability or portability.
Changes flow through the model
Update a key driver and see the impact carry through the forecast, financing, and return outputs. We never use hardcoded numbers in formulas.
What's inside the Continuation Fund Model
- Rolled-over asset valuations at continuation close
- New LP subscription and capital commitment schedule
- Blended management fee calculation
- Carry and economics for roll-over versus new capital separately
- Fund IRR and MOIC with and without GP co-investment
- Customisable assumptions for your own case
Continuation Fund Model: How the GP-Led Secondary Template Works
This continuation fund model template illustrates the core mechanics of a GP-led secondary, where a GP transfers portfolio assets into a new vehicle. It shows how to size the fund from the transfer price, model rolling and new LP economics, run a European waterfall, and observe the impact on fund IRR and GP returns.
Setting Up the Transfer Structure and Fund Economics
The model begins with the transfer of specified assets from a predecessor fund into a continuation vehicle.
- The total transfer price equals the sum of the individual asset entry enterprise values.
- A critical constraint requires the fund size to cover the transfer price plus a follow-on reserve and a fee buffer, avoiding undercapitalisation so the vehicle can meet its obligations.
- The template includes a five-asset example with varying exit multiples and exit years, demonstrating how the transfer price, follow-on reserve, and fee buffer combine to determine the overall fund size.
Asset Appreciation and Realisation Timing
Assets are held at fair value and appreciate annually according to a blended rate that reflects EBITDA growth, multiple expansion or compression, and debt paydown. Each asset is then realised in a scheduled exit year, generating gross proceeds equal to its entry enterprise value multiplied by an exit multiple.
- Transaction costs, such as advisory and legal fees, are deducted from gross proceeds to arrive at net exit proceeds. The template assumes a 2.0% transaction cost, and no asset exits in the first year.
- Follow-on investments can be drawn from a reserve in years two and three, capped by the remaining uncalled commitment.
From Net Distributable Proceeds to the Waterfall
Fund-level costs reduce proceeds before they reach the waterfall. Management fees are calculated as a percentage of committed capital during the initial investment period and as a percentage of prior-year closing net asset value in later years, which helps avoid circularity.
- Administration, legal, and audit costs also apply. The resulting net distributable amount feeds a European (whole-fund) waterfall.
- This waterfall returns capital, provides an 8% preferred return on outstanding capital, then allocates a GP catch-up and a 20% carried interest on residual profits. The GP participates in the waterfall through its co-investment tranche as well as through carry.
Evaluating Outcomes for Rolling and New LPs
Separate sheets compare the status quo—holding to maturity in the predecessor fund—with the continuation fund rollover, helping rolling LPs assess their decision. The model also calculates distinct IRRs and multiples of invested capital for selling, rolling, and new LP classes.
- Returns metrics include net IRR, gross IRR, and MOIC. The GP’s return is split into co-investment MOIC, carry dollars, and carry-to-commit multiple.
- Validation checks ensure the waterfall balances, that gross IRR exceeds net IRR, and that the IRR stream includes both outflows and inflows. The download provides a values-only preview, not live formulas.
income_statement.xlsx
income_statement.xlsx
income_statement.xlsx
Formatted to IB standards
Named theme colors repaint the whole workbook in one click, on top of an investment-banking structure with clear input, output, and cross-sheet reference styling - brand-ready, institutional-grade, and fully auditable.
Created by ex-finance professionals
Hey, I’m Alex and I created Finamodel.
Over my years in the finance industry I kept building the same models over and over again. Same structure, same assumptions, different logo. So I started building frameworks to turn them into clean, reusable templates.
Every model here is one I’d actually use for a client, and I personally vet each one before it goes up.
I’m not an expert in every industry, but I’ve built enough models to know what belongs in one. And when something is completely foreign to me, I reach out to my network for experts to work on our models with us.
Having a template library on hand cuts a first build from hours to minutes.
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Frequently asked
What is a continuation fund?+
A continuation fund is a secondary vehicle that allows a GP to roll high-conviction assets from a maturing fund into a new vehicle, giving existing LPs the option to exit or continue.
What valuation should I use for roll-over assets?+
Use the most recent independent valuation, subject to partner and auditor sign-off. Build in a 90-day value update cycle before close.
Can I model partial roll-overs?+
Yes. Some LPs may choose partial exits. The model supports different roll-over percentages and weights the fund IRR accordingly.
How do I structure carry fairly for both LP cohorts?+
A common approach is standard carry for new capital and reduced carry, for example 15 percent instead of 20 percent, for roll-over capital to reflect early exit optionality.
Who uses continuation fund models?+
GPs, fund managers, LP relations teams, and deal sponsors use them for fundraising scenario planning, LP consensus modeling, and GP economics analysis.
Have more financial modelling questions? Contact us
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