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RWI for GP-Led Secondaries

GP-led secondaries RWI at wholesale pricing.

Representations and Warranties Insurance for continuation vehicles and other GP-led secondaries. The insured structure, GP-level reps, and retention mechanics need to be built to the transaction — fundamental-plus coverage, Excluded Obligations, and new-money constructs when that is how the deal is underwritten.

NO SEPARATE RETAIL BROKER FEE.
PLACED THROUGH LICENSED U.S. WHOLESALE INFRASTRUCTURE.

Continuation vehicles do not fit the standard M&A RWI template. Structure-built coverage is the difference.

Illustrative market context and cost modeling below. Full source note at page end and on the white paper.

01 · Who this is for

Sponsors, lead investors, and counsel on the CV.

Same product family as M&A RWI. Different insured structure, diligence practice, and recovery design.

Sponsors
Cleaner exit for the existing fund.

Support limited post-closing exposure for the selling fund while rolling LPs and new money into a continuation vehicle.

Lead investors
Insurer recourse, not only residual indemnity.

Recourse to an institutional insurer on fundamental-plus reps — not only a residual fund indemnity package after distribution.

Counsel
Mechanics that match secondaries practice.

Policy constructs aligned to secondary-investor diligence — not a bolted-on M&A form with the wrong exclusions and insured definition.

02 · White paper

The mechanics counsel should know.

Longer-form treatment of how RWI was rebuilt for GP-led secondaries — then return here for cost, structure, and placement.

The white paper is the right first document for counsel new to secondaries RWI. The cost model below is for fee comparison on a live limit.

03 · Cost & fee model

Same RWI market. One less fee.

Most leading retail RWI brokers charge an additional fee on top of the policy premium, which already includes fully disclosed brokerage commission. WolfTRI does not. Wholesale pricing means the client pays the premium path the wholesale market already charges — without a separate retail broker fee layered on top.

Coverage limit
$25M
Illustrative cost savings
$30K – $115K
Illustrative comparison based on the same coverage limit. Separate retail broker fee not charged for access to the same RWI market, subject to insurer selection, underwriting, and final policy terms.
Estimated premium
$500K – $750K
Total cost · WolfTRI
$550K – $845K
Total cost · Retail model
$580K – $960K
See side-by-side assumptions+

Illustrative retail model

Premium, incl. commission$500K – $750K
Insurer-paid commission$75K – $130K
Underwriting fee$40K – $50K
Surplus-lines taxes and fees$10K – $45K
Separate retail broker fee$30K – $115K
Total estimated cost$580K – $960K

WolfTRI model

Premium, incl. commission$500K – $750K
Insurer-paid commission$75K – $130K
Underwriting fee$40K – $50K
Surplus-lines taxes and fees$10K – $45K
Separate retail broker fee$0 · Not charged
Total estimated cost$550K – $845K
Review modeling assumptions+

    For the full sitewide fee comparison and methodology, see Economics →

    Illustrative only. This is not a quote, offer of insurance, or binding indication. Actual premiums, underwriting fees, surplus-lines taxes and fees, broker compensation, retentions, exclusions, and other policy terms vary by transaction, insurer, broker, jurisdiction, deal facts, and final policy terms. Coverage remains subject to underwriting, insurer appetite, policy terms, exclusions, retention, transaction documents, and the diligence record. WolfTRI provides insurance brokerage services and does not provide legal, tax, investment, accounting, or regulatory advice.
    04 · Built for the structure

    Why the product finally fits GP-led deals.

    Until recently, parties rarely used RWI on GP-led secondaries — M&A-style diligence requirements and uncovered Excluded Obligations made the insurance only a partial solution. Those two objections have largely fallen away.

    01

    Excluded Obligations

    Standard Excluded Obligations can now sit in the policy — often with no additional premium for base coverage.

    02

    Fundamental-plus

    Underwriting and reps match secondary practice: fundamentals plus knowledge-qualified portfolio-company (or borrower) reps.

    03

    New-money constructs

    Today’s policies more often cover new money only, with GP as Additional Insured, retention on new money, and pro rata recovery.

    Counsel deep-dive

    The white paper walks through insured structure, diligence expectations, and how these constructs show up in placement. Read RWI in GP-led secondary transactions →

    05 · Market context

    GP-led secondaries are a core liquidity path.

    Continuation vehicles, single-asset lift-outs, and multi-asset restructurings are standard tools. Insurers rebuilt RWI for how these deals actually work.

    ≈$230B+
    Global secondaries transaction volume in 2025 — a new record year
    Full-year 2025
    ≈$115B
    GP-led volume in 2025 — roughly half the market, up ~50%+ YoY
    GP-led / CVs
    ~50%
    YoY growth in total secondaries volume vs. 2024’s prior peak
    Market pace

    Full-year 2025 secondaries volume cleared roughly $220–240 billion globally, with GP-led deals contributing about $110–116 billion — nearly half the market and well above full-year GP-led volume in 2024.

    As volume scaled, the insurance market caught up: narrower fundamental-plus forms, Excluded Obligations coverage, and diligence expectations aligned to secondary-investor practice rather than classic buy-side M&A packages.

    Market figures approximate, based on major 2025 secondary-market reviews (Jefferies, Lazard, William Blair, and others). Ranges differ by methodology. Full source note on the white paper.

    06 · Why WolfTRI

    Early to the intersection of RWI and GP-led secondaries.

    Structure-built placement, wholesale economics, and principal continuity on the file.

    01

    Wholesale pricing

    Same institutional RWI market. WolfTRI is compensated through the insurer-paid commission in the premium — no separate retail broker fee.
    See the economics

    02

    Early secondaries fluency

    WolfTRI’s founder created a leading insurance broker’s first training program on RWI in GP-led secondaries, and served as senior broker on that firm’s first RWI placement on a secondaries transaction.
    Read the white paper

    03

    Principal on the file

    From structure design through bind — and claim coordination when it matters. Continuity is the standard, not a handoff to a service desk.
    How we handle claims

    Experience described above reflects work at a prior organization before founding WolfTRI. Placement acts are performed by WolfTRI’s licensed producer.

    Reviewing a continuation-vehicle structure?

    Write the firm with non-confidential or NDA-safe parameters. WolfTRI’s licensed producer will size structure, retention, and timing against your transaction.

    Principal direct: scott@wolftri.com · +1 847.207.9956

    Market figures throughout this page are approximate and based on major 2025 secondary-market reviews (Jefferies, Lazard, William Blair, and others). Methodologies and populations differ. Coverage remains subject to underwriting, insurer appetite, policy terms, exclusions, retention, transaction documents, and the diligence record.