The 2025 Guide to GPL Insurance: How General Partners Can Finally Close the Coverage Gap
- Steven Barge-Siever, Esq.
- Jun 1
- 5 min read
Updated: Jun 1
By Steven Barge-Siever, Esq.
Founder & CEO, Upward Risk Management
Why This Guide Matters
Most funds operate under the illusion of full coverage. The truth? Traditional D&O insurance was never designed for fund-level liability. It doesn’t cover the exposures GPs actually face - especially when investor disputes, regulatory action, or governance failures come into play.
That’s where General Partnership Liability (GPL) insurance comes in.
Download Here
At Upward Risk Management, we wrote this guide for GPs, fund counsel, and institutional LPs who want a real answer - not a recycled D&O pitch. Our approach blends legal precision with underwriting strategy and AI-driven insights. Whether you’re structuring your first fund or scaling globally, this guide explains:
What GPL insurance actually is
What it covers (and what it doesn’t)
Real litigation trends shaping exposure
What underwriters are looking for in 2025
How to structure a forward-compatible policy that grows with your fund
What Is GPL Insurance?
General Partner Liability (GPL) Insurance is a hybrid policy tailored for the dual-role risk in private capital.
E&O Coverage - Protects the GP and affiliated management entities for investment decisions, operational missteps, and professional services.
D&O Coverage - Protects fund directors, officers, and oversight bodies for governance failures, LP disputes, and regulatory scrutiny.
This dual structure exists for a reason: GPs take action, boards oversee. Both get sued. GPL is the only coverage built to handle both roles - together.
Why Traditional D&O Leaves GPs Exposed
Even high-limit D&O programs often exclude:
Investment management decisions
Cross-fund exposure or fee misallocation
SEC investigations into GP activity
LP derivative suits where indemnification is barred
GPL is the fix - but only if structured properly. That means aligning Side A/B/C coverage, tailoring exclusions, and negotiating terms around how your fund actually operates.
GPL D&O Coverage: What It Protects
Side A - Covers individuals when indemnification is barred (e.g., LP derivative claims, SEC action, insolvency).
Side B - Reimburses the fund after indemnifying an individual.
Side C - Covers the entity (fund or management firm) when named directly in a claim.
Common Triggers:
SEC enforcement
Governance breakdowns
Preferential side letter disputes
Fund insolvency or contested indemnification
E&O Coverage: The GP’s Frontline Defense
Unlike generic E&O, GPL-specific E&O includes:
Investment Management Liability - Claims for strategy deviation, risk concentration, or breach of fund documents.
Operational Failures - NAV misreporting, fee misallocation, cap call errors.
Marketing & Disclosure Risk - IRR misstatements, AUM exaggeration, or fundraising omissions.
Regulatory Investigations - SEC inquiries into related-party transactions, expense allocation, or adviser misconduct.
2025 Litigation Trends Every GP Should Know
Fee Misrepresentation & Expense ComminglingCases like SEC v. Alumni Ventures show that poor disclosure = regulatory action + civil follow-on suits.
AI-Washing & Tech FraudOverstated AI capabilities and performance metrics are now SEC and LP litigation targets.
Valuation Disputes & MarkdownsOpaque methodologies and “smoothing” practices are fueling LP lawsuits - particularly when governance is weak.
Side Letter DisputesWith the SEC’s Private Fund Adviser Rules in flux, LPs are suing over undisclosed preferential terms.
Cyber & Data BreachesRegulators and investors now expect GPs to manage cyber risk like a financial risk - board oversight failures trigger D&O claims.
What Drives Pricing?
Underwriters focus on 7 key inputs:
AUM - More capital = more exposure
Fund Vintage & Structure - Older funds with long LP tails or multiple SPVs raise risk
LP Base - Retail and diverse cap tables attract scrutiny
Strategy Type - Activist, foreign, or deep/hard/defense-tech investment requires closer review
Governance Role - Board seats and active oversight = higher D&O risk
Regulatory Profile - Past exams or enforcement actions matter
Loss History - Prior claims can double or triple pricing
2025 GPL Pricing Benchmarks
AUM | Typical Limits | Premium (Per $1M) | Retention |
$20M – $250M | $1M – $5M | $12,500 – $20,000 | $50K – $150K |
$250M – $500M | $5M | $15,500 – $25,000 | $150K – $250K |
$500M – $1B | $5M – $10M | $20,000 – $40,000 | $250,000 |
$1B+ | $10M+ | $25,000 – $75,000 | $250K – $500K |
📝 Side A-only excess and tower layering are common at $500M+.
AI-Powered Risk Tools Built for Fund Liability
URM combines real expert underwriting with proprietary tech to deliver a smarter process:
One Upload, One Expert - No fragmented apps or back-and-forth
Smart Applications - Eliminates redundant questions and data loss
Real Benchmarking - Limits, pricing, and structure aligned to peer funds
Contract Redlining - Harden definitions and cut legacy exclusions
AI Risk Reports - Litigation signals, LP pressure points, and underwriting flags - before you apply
Next Steps: How We Help
Policy ReviewWe flag hidden exclusions and misaligned endorsements your last broker missed - with legal and AI precision.
Custom AnalyticsOur system maps your risk like an underwriter would - so your submission lands with clarity, not questions.
Risk Strategy SessionMeet with an expert - not a salesperson. We build your insurance strategy around how your fund actually operates.
Final Word: This Isn’t Just a Policy. It’s a Governance Tool.
The old guard built generic coverage. At URM, we build liability programs that scale with your fund, align with LP expectations, and protect you when the structure is tested.
Welcome to the future of fund risk.
📩 For a custom risk report or policy review, contact:
Steven Barge-Siever, Esq.
Founder & CEO, Upward Risk Management
FAQs: GPL Insurance Explained
What is GPL insurance and who needs it?
GPL (General Partnership Liability) insurance is a blended D&O and E&O policy tailored to private equity and venture capital firms. It protects the general partner, fund managers, and affiliated individuals from lawsuits involving fund management, fiduciary duty breaches, investor disputes, and regulatory investigations.
What’s the difference between GPL and traditional D&O insurance?
Traditional D&O insurance is typically structured for corporations. GPL, in contrast, is purpose-built for private funds and includes both management liability (D&O) and professional services coverage (E&O) - addressing risks unique to fund managers, GPs, and investment committees.
What does GPL insurance typically cover?
Coverage often includes:
Allegations of mismanagement or breach of fiduciary duty
Regulatory investigations (e.g., SEC, DOJ, FinCEN)
Investor disputes related to valuation, fees, or side letters
Errors in investment decisions or fund administration
Defense costs for directors, officers, and committee members
What are common exclusions in GPL policies?
Many policies contain exclusions for:
Insured vs. insured claims (e.g., LPs suing the GP)
Affiliate and related-party transactions
Cyber and data liability (unless specifically endorsed)
Regulatory fines and penalties
Prior acts or known incidents not disclosed in underwriting
For a full list, see our Top 10 GPL Exclusions Guide.
How much GPL insurance does a fund typically need?
It depends on your AUM, fund complexity, LP base, and board roles.
Emerging VC funds may carry $2M–$5M
Middle-market PE firms often secure $5M–$15M
Larger buyout or multi-strategy funds may exceed $25M+
Benchmarking is evolving - contact us for tailored analysis.
How is GPL priced for PE vs. VC funds?
VC Funds: Lower premiums due to passive governance, tech-focused portfolios, and lower regulatory heat.
PE Funds: Higher costs tied to operational control, larger LPs, and active board involvement.Other key factors include fund vintage, LP profile (institutional vs. retail), regulatory history, and prior litigation.
What are Side A, Side B, and Side C in GPL coverage?
Side A: Covers individuals (e.g., GPs, board members) when the fund can't indemnify them.
Side B: Reimburses the fund when it indemnifies insured persons.
Side C: Protects the management entity (typically the GP or fund advisor) itself.Each side is critical in modern GPL policy structure.
Commentaires