FIDUCIARY PROFESSIONAL LIABILITY INSURANCE

NOTICE: This is a claims made form. Words and phrases in bold (other than titles and section headings) have special meaning. See section V "Definitions." Except to such extent as may otherwise be provided herein, the coverage afforded under this Insurance Policy is limited to liability for only those Claims that are first made against the Assured and reported to the Underwriters while the insurance is in force. The Limit of Liability available to pay Damages shall be reduced and may be completely exhausted by payment of Claims Expenses . Damages and Claims Expenses shall be applied against the Deductible . Please review the coverage afforded under this Insurance Policy carefully and discuss the coverage hereunder with your insurance agent or broker.

INSURING AGREEMENTS

The Underwriters agree with the Assured , named in the Declarations made a part hereof, in consideration of the payment of the premium and reliance upon the statements in the application which is made a part of this Insurance Policy (hereinafter " Policy " or " Insurance ") and subject to the Limit of Liability , exclusions, conditions and other terms of this Insurance :

Coverage

To pay on behalf of the Assured Damages and Claims Expenses which the Assured shall become legally obligated to pay because of any Claim or Claims , including Claims for Personal Injury as hereafter defined, first made against the Assured and reported to the Underwriters during the Period of Insurance or Extended Reporting Period , arising out of any act, error or omission of the Assured in rendering or failing to render Professional Services as hereinafter defined for others but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations and caused by the Assured , except as excluded or limited by the terms, conditions and exclusions of this Policy .

Defense and Settlement (Included in the Limit of Liability )

The Underwriters shall have the right and duty to defend, subject to the Limits of Liability , any Claim against the Assured seeking Damages which are payable under the terms of this Insurance , even if any of the allegations of the Claim are groundless, false or fraudulent. However, Underwriters shall not formally appoint defense counsel without the consent of the Named Assured , such consent not to be unreasonably withheld.

It is agreed that the Limit of Liability available to pay Damages shall be reduced and may be completely exhausted by payment of Claims Expenses . Damages and Claims Expenses shall be applied against the Deductible .

The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to the application and statements made in the application and with respect to coverage.

If the Assured shall refuse to consent to any settlement or compromise recommended by the Underwriters and acceptable to the claimant and elects to contest the Claim , Underwriters ' liability for any Damages and Claims Expenses shall not exceed the amount for which the Claim could have been settled plus the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability , whichever is less, and the Underwriters shall have the right to withdraw from the further defense thereof by tendering control of said defense to the Assured .

Without waiving the foregoing, in order to enhance the likelihood of resolving Claims covered by this Insurance in a mutually agreeable manner to both Underwriters and the Assured , Underwriters agree to: (1) seek the Assured's views regarding any potential settlement or compromise recommended by Underwriters and acceptable to the claimant; and (2) substantively respond to any such views, explaining Underwriters' position and the reason(s) therefor.

Disciplinary Proceedings Defense (not in addition to the Limit of Liability)

To pay on behalf of the Assured up to ten thousand dollars ($10,000) for all Claims Expenses incurred with respect to the defense of any and all proceedings before any state or federal licensing board, peer review committee or governmental regulatory body first instituted against the Assured and reported to the Underwriters during the Period of Insurance or Extended Reporting Period , arising out of any act, error or omission of the Assured in rendering or failing to render Professional Services as hereinafter defined for others but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations and caused by the Assured , except as excluded or limited by the terms, conditions and exclusions of this Policy .

Lost Earnings Reimbursement (not in addition to the Limit of Liability)

To pay to the Assured two hundred and fifty dollars ($250) per day (subject to a maximum of five thousand dollars ($5,000) for the entire Period of Insurance ) for each day any Assured is required to appear at a trial, hearing or arbitration involving any and all Claims first made against the Assured and reported to the Underwriters during the Period of Insurance or Extended Reporting Period , arising out of any act, error or omission of the Assured in rendering or failing to render Professional Services as hereinafter defined for others but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations and caused by the Assured , except as excluded or limited by the terms, conditions and exclusions of this Policy .

Data Security Breach and Client Network Infection Coverage

Underwriters will, subject to the Limits of Liability set forth below, pay on behalf of any Assured Damages and Claims Expenses , in excess of the "per Claim" Deductible , the greater of fifty thousand dollars ($50,000) or other applicable limit expressly designated in the Declarations, which the Assured shall become legally obligated to pay because of any Claim first made against any Assured and reported in writing to Underwriters during the Period of Insurance or Extended Reporting Period (if applicable) arising out of:

any Data Security Breach of any Data Security System maintained by the Assured for the storage of Confidential Information pertaining to the Assured's clients in the Assured's rendering of Professional Services ; or

any Client Network Infection .

Multiple Claims by more than one claimant arising out of the same Data Security Breach or Client Network Infection will be considered a single Claim for purposes of applying the per-claim Limit of Liability and Deductible .

It is a condition precedent to coverage and our liability under this section I.E of the Policy that at all times during the Period of Insurance the Assured shall:

maintain anti-virus and malware prevention solutions on the Assured's Data Security System and update the protection at regular intervals;

maintain firewalls on its Data Security System ; and

maintain and implement ongoing patch management process to ensure timely patching of its Data Security System .

The most Underwriters will pay under each of the following coverages and the most Underwriters will pay in the aggregate for all of the following coverages set forth is thirty thousand dollars ($30,000), which aggregate limit of indemnity is included within and is not in addition to the aggregate limit of liability for all coverages set forth in Item 3. of the Declarations:

Contractual Travel Indemnity (not in addition to the Limit of Liability)

Subject to the limits of indemnity set forth below, Underwriters will indemnify the Assured for the Contractual Financial Obligation the Assured becomes obligated to pay to an officer, director, or employee in excess of any other insurance coverage, contribution, or indemnification available to the Assured and/or to the officer, director, or employee, where such obligation is based on or arises out of any written contract or manual requiring the Assured to indemnify the officer, director, or employee for Injury or Accidental Death sustained while traveling on a common carrier for the Assured's business during the Period of Insurance .

For the purposes of the Contractual Travel Indemnity coverage set forth above:

Accidental Death means the loss of life due to physical injury to an officer, director, or employee of the Assured caused by violence, fracture, or an accident occurring while traveling on a common carrier for the Assured's business during the Period of Insurance , provided that the loss of life takes place no later than one hundred eighty (180) days after the expiration date or the effective date of cancellation of the Policy .

Injury means:

Physical damage to the body caused by violence, fracture, or an accident;

Accidental loss of limbs or multiple fingers;

Permanent total loss of sight, speech or hearing caused by violence, fracture, or an accident.

Contractual Financial Obligation means a sum that the Assured is required to pay to satisfy its obligations under a written contract or manual which has a binding effect on the Assured .

Permanent means lasting more than 12 months and at the end of that time being without prospect of improvement.

The limit of indemnity for this Contractual Travel Indemnity coverage is twenty-five thousand dollars ($25,000) for all Contractual Financial Obligation combined for the Period of Insurance . No deductible applies to this Contractual Travel Indemnity coverage.

No coverage shall be afforded and no amounts shall be payable pursuant to the Contractual Travel Indemnity coverage if the cause of the Injury or Accidental Death was:

An intentional act by or at the direction of the Assured ;

An act of suicide or attempted suicide;

An act of war or Act of Terrorism as defined in Section G. below; or

Any disease process, whether sudden, slow, or degenerative.

Loss of Key Individual Replacement Expenses (not in addition to the Limit of Liability)

The Underwriters will indemnify the Assured for its Ascertained Net Loss up to the limit of indemnity set forth below if the Chief Executive Officer of the Assured suffers an accidental injury during the Period of Insurance which results in the death of the Chief Executive Officer during the Period of Insurance . No deductible applies to this coverage.

For the purposes of the Loss of Key Individual Replacement Expenses coverage set forth above:

Ascertained Net Loss means additional irrecoverable Replacement Expenses directly incurred by the Assured independently of any other cause less any savings the Assured is able to obtain in mitigation of the loss.

Replacement Expenses means:

Costs of advertising the employment position opening;

Travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; and

Miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the applicants and legal expenses incurred to draw up and employment contract.

The aggregate limit of indemnity for this Loss of Key Individual Replacement Expenses coverage is five thousand dollars ($5,000) for all Ascertained Net Loss for the Period of Insurance . No deductible applies to this Loss of Key Individual Replacement Expenses coverage.

Terrorism Travel Reimbursement (not in addition to the Limit of Liability)

The Underwriters will, subject to the limit of indemnity set forth below, indemnify the Assured for the Assured's obligation to reimburse any present director or officer for Emergency Travel Expenses incurred by such director or officer during the Period of Insurance as the result of an Act of Terrorism taking place during the Period of Insurance . The aggregate limit of indemnity for this coverage is twenty-five thousand dollars ($25,000) for all Emergency Travel Expenses incurred by all such directors and officers for the Period of Insurance . No deductible applies to this coverage.

For the purposes of the Terrorism Travel Reimbursement coverage set forth above:

Act of Terrorism means an act, or acts, of any person, or group(s) of persons, committed for political, religious, ideological or similar purposes with the intention to influence any government and/or to put the public, or any section of the public, in fear. An Act of Terrorism can include, but not be limited to, the actual use of force or violence and/or the threat of such use. Furthermore, the perpetrators of an Act of Terrorism can either be acting alone, or on behalf of, or in connection with any organisation(s) or government(s).

Notwithstanding the above, Underwriters will not indemnify the Assured for any Emergency Travel Expenses arising out of or attributable to an Act of Terrorism involving the use or release, or the threat of use or release of any nuclear weapon or device or chemical or biological agent, regardless of any contributory cause(s).

Emergency Travel Expenses mean:

Hotel expenses incurred which directly result from the cancellation of a scheduled transport by a commercial transportation carrier, resulting directly from and within forty-eight (48) hours of an Act of Terrorism ; and

The increased amount incurred which may result from re-scheduling comparable transport, to replace a similarly scheduled transport canceled by a commercial transportation carrier in direct response to an Act of Terrorism ;

Travel Delay Reimbursement (not in addition to the Limit of Liability)

The Underwriters will, subject to the limit of indemnity set forth below, indemnify the Assured for its obligation to reimburse any present Chief Executive Officer of the Assured for any Non-Reimbursable Travel Delay Expenses the Chief Executive Officer incurs as a result of the cancellation of any regularly scheduled business travel on a common carrier. The aggregate limit of indemnity for this coverage is fifteen hundered dollars ($1,500) for all Non-Reimbursable Travel Delay Expenses incurred by all Chief Executive Officers during the Period of Insurance .

For the purposes of the Travel Delay Reimbursement coverage set forth above:

Non-Reimbursable Travel Delay Expenses means the following travel-related expenses incurred after a seventy-two (72) hour waiting period, beginning from the time documented on the proof of cancellation, which are not otherwise reimbursable by the carrier or any other, entity or insurer and for which the Chief Executive Officer produces a receipt:

Meals and lodging;

Alternative transportation;

Clothing and necessary toiletries; and

Emergency prescription and non-prescription drug expenses.

No coverage shall be afforded and no amounts shall be payable pursuant to the Travel Delay Reimbursement coverage if the cancellation is as a direct result of an Act of Terrorism .

Reimbursement for Bodily Injury and Property Damage to Personal Property due to Assault (not in addition to the Limit of Liability)

The Underwriters will, subject to the limit of indemnity set forth below, reimburse the Assured for those amounts the Assured becomes obligated to pay to an officer, director, or employee of the Assured for medical expenses as to Bodily Injury and Property Damage to the Personal Property of such officer, director, or employee sustained as a result of a physical assault on the officer, director, or employee taking place during the Period of Insurance at the Premises of the Assured , or while the officer, director, or employee is traveling to or from the Premises of the Assured , and which assault is reported to Underwriters within forty-eight (48) hours after the assault took place.

For the purposes of the Reimbursement for the Bodily Injury and Property Damage to Personal Property due to Assault coverage set forth above:

Bodily Injury means bodily injury, sickness or disease, mental anguish, psychological injury or emotional distress sustained by any officer, director, or employee of the Assured , which occurs during the Period of Insurance , including death arising directly from any of these at any time.

Premises means the physical premises owned, leased, or rented by the Assured for the conducting of its business.

The aggregate limit of indemnity payable to all directors, officers and employees of the Assured as a result of all such physical assaults taking place during the Period of Insurance for all Bodily Injury due to Assault is ten thousand dollars ($10,000) and the aggregate limit of indemnity for all Property Damage to Personal Property due to Assault is two thousand dollars ($2,000). No deductible applies to this coverage.

Conference Cancellation Costs Reimbursement (not in addition to the Limit of Liability)

The Underwriters will, subject to the limit of indemnity set forth below, reimburse the Assured for Conference Cancellation Costs incurred and paid by the Assured and not otherwise reimbursed, for a cancelled conference that an employee of the Assured was scheduled to attend during the Period of Insurance at the request and on the business of the Assured , but this coverage shall only be afforded if:

the cancellation was due directly to a "natural catastrophe" or a "communicable disease" outbreak that forces the cancellation of the conference;

the employee registered for the conference at least thirty (30) days prior to the cancellation; and

the cancellation was ordered by a local, state or federal Board of Health or other governmental authority having jurisdiction over the location of the conference.

For purposes of the Conference Cancellations Costs Reimbursement coverage set forth in 2. above;

Conference Cancellation Costs means:

Deposits for hotel, airline, rental car and other similar charges that were forfeited as a result of the cancellation;

Registration fees and charges for such conferences that were forfeited as a result of the cancellation;

Any other deposits, prepayments, or charges incurred by the employee of the Assured as a result of such cancellation, including but not limited to baby sitters, day care and fees for suspension of services, but only if such amounts would otherwise be reimburseable by the Assured .

The aggregate limit of indemnity for this Conference Cancellation Cost Reimbursement coverage is one thousand ($1,000) for all business-related conference expenses incurred for all cancelled conferences at which the employees of the Assured were to attend during the Period of Insurance . No deductible applies to this coverage.

Temporary Meeting Space Reimbursement and Emergency Real Estate Consulting Fee (not in addition to the Limit of Liability)

The Underwriters will, subject to the limit of indemnity set forth below, reimburse the Assured for

The cost of rental of meeting space necessitated by the temporary unavailability for up to one week of the Assured's primary location due to the failure of a climate control system, or leakage of a hot water heater during the Period of Insurance , but this coverage shall only apply if the scheduled meeting was with parties who are not insured under this Policy . The aggregate limit of indemnity for this coverage is ten thousand dollars ($10,000) for all costs of rental of meeting space as to all instances of temporary unavailability of the Assured's primary location during the Period of Insurance . No deductible applies to this coverage.

Reasonable realtor's fee or real estate consultant's fee incurred due to the need of the Assured to relocate its primary place of business from the principal location set forth in the Declarations as a direct result of the Unforeseeable Destruction of the Assured's primary location during the Period of Insurance . The aggregate limit of insurance for this coverage is five thousand dollars ($5,000) for all reasonable realtor's fees and real estate consultant's fees incurred by the Assured due to all Unforeseen Destructions of the principal location of the Assured during the Period of Insurance . No deductible applies to this coverage.

For purposes of the Emergency Real Estate Consulting Fee coverage set forth in 2. above:

Unforeseeable Destruction means the accidental and unpredictable destruction, or the long term or permanent rendering as unusable and uninhabitable for any purposes, of the principal location of the Assured . Unforeseeable Destruction shall not include any destruction or the rendering as unusable or uninhabitable of the principal location of the Assured as a result of any intentional or grossly negligent acts of the Assured or its officers, directors, or employees, nor due to any nuclear incident, accident, war, Act of Terrorism or other nuclear event. The term "long term" shall mean for the purposes of this definition any period longer than six months.

Identity Theft Expense (not in addition to the Limit of Liability)

The Underwriters will, subject to the limits of indemnity set forth below, reimburse the Assured for Identity Theft Expense the Assured becomes obligated to pay to its directors, officer, or employees as a result of any Identity Theft committed against such directors, officers, or employees while they were acting in their positions and on behalf of the Assured , provided such Identity Theft (1) is first discovered by the Assured or its officers, directors or employees and is reported to Underwriters as soon as practicable during the Period of Insurance , but in no event later than ten (10) days of the discovery by the Assured of the Identity Theft and (2) the Identity Theft took place subsequent to the effective date of the Assured's first policy with Underwriters .

For purposes of the Identity Theft Expense coverage set forth above:

Identity Theft means the acquisition by fraud or other means of the private identifying information for the Assured's officers, directors, or employees and the use of such identifying information for financial gain or other purposes.

Identity Theft Expense means those expenses incurred as a direct result of Identity Theft for the following:

the cost of obtaining up to twelve (12) credit reports obtained within twelve (12) months of the discovery of the Identity Theft for purposes of determining and restoring credit ratings;

fees incurred in reapplying for loans, grants and other credit vehicles that were rejected solely as a result of the Identity Theft to which this Policy applies;

costs incurred in reporting the Identity Theft to applicable authorities, agencies, creditors, stores and other persons and entities, including telephone charges, postage, notarization fees, local travel expenses if personal appearance is required and duplication costs;

actual wages lost by the officer, director, or employee as a result of time away from work reasonably and necessarily required to take steps in order to correct and repair the results of the Identity Theft , including reimbursement for lost paid vacation and personal days used to take such steps;

fees and costs charged by an attorney retained by the officer, director, or employee with Our approval for purposes of defending any action or removing any judgment or award resulting directly from the Identity Theft ; and

the cost of replacing any personal documents or other materials, including but not limited to passports, driver's licenses and credit and identification cards, which are lost or rendered unusable due directly to the Identity Theft .

The aggregate limit of indemnity for this coverage is fifteen thousand dollars ($15,000) for all Identity Theft Expense the Assured becomes obligated to pay to any and all of its officer, directors and employees due to all Identity Theft within the scope of this coverage. No deductible applies to this coverage.

Image Restoration and Counseling (not in addition to the Limit of Liability)

The Underwriters will, subject to the limits of indemnity set forth below, reimburse the Assured for Covered Image Restoration and Counseling Expenses incurred by the Assured as a direct result of Improper Acts by any officer, director, or employee of the Assured taking place and reported to Underwriters during the Period of Insurance before.

For purposes of the Image Restoration and Counseling coverage set forth above:

Covered Image Restoration and Counseling Expenses shall only mean and this coverage shall only apply to the following:

The costs of rehabilitation and counseling for the accused officer, director, or employee of the Assured , provided the officer, director, or employee is not ultimately found guilty of criminal conduct. No reimbursement of any Covered Image Restoration and Counseling Expenses by Underwriters to the Assured unless and until there has been an acquittal of the officer, director, or employee of the Assured accused of committing the Improper Acts ;

The costs charged by a recruiter or expended on advertising for replacement of an officer or director as a result of Improper Acts by such officer or director; and

The costs of restoring the Assured's reputation and public, consumer or client confidence through image consulting.

Improper Acts means any criminal, fraudulent, immoral, or scandalous acts or conduct by an officer, director, or employee of the Assured , whether or not committed or conducted on behalf of or as part of the business of the Assured .

The aggregate limit of indemnity for this coverage is ten thousand dollars ($10,000) for all Covered Image Restoration and Counseling Expenses incurred by the Assured as a direct result of Improper Acts during the Period of Insurance . No deductible applies to this coverage.

DEFINITION OF ASSURED

Each of the following is an Assured under this Insurance to the extent set forth below:

if the Named Assured designated in Item 1 of the Declarations is an individual, the person so designated but only with respect to the conduct of a fiduciary practice of which the individual is the sole proprietor;

if the Named Assured designated in Item 1 of the Declarations is a partnership or Limited Liability Partnership, the partnership or Limited Liability Partnership so designated;

any Fiduciary who is a partner in the Named Assured including any incorporated partners and their shareholders but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations;

if the Named Assured designated in Item 1 of the Declarations is a corporation, Professional Corporation, Professional Association or Limited Liability Corporation, the corporation, Professional Corporation, Professional Association or Limited Liability Corporation so designated;

any Fiduciary who is a stockholder or member of the corporation, Professional Corporation, Professional Association or Limited Liability Corporation but solely for acts on behalf of such Named Assured ;

any Fiduciary acting as an independent contractor but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations;

any employed Fiduciary or other employee or volunteer but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations;

any person who previously qualified as an Assured under C, E, F or G above prior to the termination of the required relationship with the Named Assured , but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations;

any partnership, Limited Liability Partnership, corporation, Professional Corporation, Professional Association or Limited Liability Corporation, advised in writing to the Underwriters , of which the Named Assured is the successor;

any Fiduciary who during the Period of Insurance becomes a partner, member, stockholder or employee of the Named Assured but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations;

the estate, heirs, executors, administrators, assigns and legal representatives of any Assured in the event of such Assured's death, incapacity, insolvency or bankruptcy, but only to the extent that such Assured would otherwise be provided coverage under this Insurance.

TERRITORY

This Insurance applies to acts, errors or omissions which take place anywhere in the world provided that Claim is first made against the Assured within the United States of America, its territories or possessions or Canada during the Period of Insurance or Extended Reporting Period when purchased in accordance with Clause IX.

EXCLUSIONS

The coverage under this Insurance does not apply to Damages or Claims Expenses incurred with respect:

to any Claim arising out of any criminal, dishonest, fraudulent or malicious act, error or omission of any Assured , committed with actual, criminal, dishonest, fraudulent or malicious purpose or intent. However, notwithstanding the foregoing, the insurance afforded by this Policy shall, subject to the sub-limit of liability specified in section VI.D of the policy, apply to Claims Expenses incurred in defending any such Claim , but shall not apply to any Damages which the Assured might become legally obligated to pay as a result of such Claim ;

to fines, penalties or sanctions, except that if a Claim shall have been brought against the Assured seeking Damages as well as fines, penalties or sanctions, then any coverage which may be afforded by this Policy will apply to any Claims Expenses incurred, without liability, however, for such fines, penalties or sanctions;

to any Claim by one Assured under this Policy against another Assured under this Policy ;

to any Claim arising out of bodily injury to, or sickness, disease or death of any person, or to injury to or destruction of any tangible property, including the loss of use thereof;

This exclusion shall not however apply to any Claim , other than one arising out of an automobile accident or other similar transportation accident, brought against the Assured alleging bodily injury to, or sickness, disease or death of any person for whom the Assured is or was a court appointed Fiduciary , so long as such bodily injury, sickness, disease or death is alleged to have arisen out of the rendering or failure to render Professional Services by the Assured in the capacity of a Fiduciary .

to any loss sustained by an Assured as a beneficiary or distributee of any trust or estate;

to any Claim arising out of any Assured's activities as a trustee, partner, officer, director or employee of any employee trust, charitable organization, corporation, company or business other than that of the Named Assured (except where the Assured is acting in such capacity by virtue of having been retained to perform Professional Services provided that it is notified to Underwriters as soon as practicable but no later than within 90 days of such appointment);

to any Claim made by or against or in connection with any business enterprise (including the ownership, maintenance or care of any property in connection therewith), not named in Item 1 of the Declarations, which is owned by any Assured or in which any Assured is a trustee, partner, officer, director or employee (except where the Assured is acting in such capacity by virtue of having been retained to perform Professional Services ), or which is directly or indirectly controlled, operated or managed by any Assured in a non-fiduciary capacity;

to any Claim or circumstance which might lead to a Claim in respect of which any Assured has given notice to the insurer of any other policy in force previous to the effective date of this Policy ;

to any Claim arising out of any acts, errors, or omissions which took place prior to the effective date of this Insurance , if any Assured on the effective date knew or could have reasonably foreseen that such acts, errors or omissions might be expected to be the basis of a Claim ;

to any Claim arising out of any Assured's capacity as an elected public official or as an employee of a governmental body, subdivision, or agency thereof unless the Assured is deemed an employee solely by virtue of rendering services to such governmental body, the remuneration for which services inures to the benefit of the Named Assured ;

to any Claim arising out of any Assured's activities and/or capacity as a Fiduciary under the Employment Retirement Income Security Act of 1974 and its amendment or any regulation or order issued pursuant thereto;

to any Claim seeking the return or reimbursement of fees, costs, expenses, or expenditures paid to the Assured , paid on the Assured's behalf, or paid at the direction of the Assured pursuant to the Assured's role in providing Professional Services , including but not limited to any fees, costs, expenses, or expenditures paid from a trust, estate, guardianship, bank account, or other financial instrument under the Assured's direction or control;

to any Claim directly or indirectly brought about by, arising out of, or attributable to any actual or alleged violation of the Racketeer Influenced and Corrupt Organization Act, 18 USC Sections 1961 et seq., or any comparable state law, and any amendments thereto, or any rules or regulations promulgated thereunder;

to any Claim or circumstance that might lead to a Claim arising out of any act, error or omission which took place, or is alleged to have taken place, prior to the retroactive date, if any, as set forth in Item 6 of the Declarations;

to any Claim arising directly or indirectly out of the Assured's activities in any trade, business or profession other than a Fiduciary , including without limitation activities as a lawyer, accountant, property manager, nurse or other health care provider, securities broker, mortgage banker, mortgage broker, independent third party escrow agent, real estate and/or construction advisor, real estate and/or property appraiser, real estate and/or property developer, insurance agent or insurance broker, or activities involving property syndication, real estate investment trusts, limited partnerships or similar investments.

This exclusion shall not, however, apply to any Claim arising directly or indirectly out of the Assured's performance of Professional Services simply because such or similar services could be rendered by a lawyer, accountant, property manager, independent third party escrow agent, nurse or other health care provider.

to any Claim arising out of any disputes involving an accounting, return or reimbursement of fees, commissions, costs or expenses paid to the Assured ;

This exclusion shall not, however, apply to any Claim seeking Damages based upon an alleged act, error or omission by the Assured with respect to an accounting of any estate or trust for which the Assured has provided Professional Services .

to any Claim arising out of any actual or alleged commingling, conversion, misappropriation, defalcation, or inability or failure to collect or safeguard any funds, premium, escrow of tax money or other property for personal profit or advantage;

to any Claim involving misappropriation of trade secrets, client lists, any proprietary information or anything related thereto; and/or to any Claim arising out of the alleged violation of the Securities Act of 1933, the Securities Exchange Act of 1934, and any amendments thereto, or any related state Blue Sky law or regulation;

to any Claim arising out of the sale or purchase of insurance, or the failure to effect or maintain adequate levels or types of insurance;

This exclusion shall not, however, apply to any Claim brought against the Assured where such Claim arises out of:

failure by the Assured to determine the scope or existence of insurance coverage for any estate property within 90-days of the Assured's first appointment as Fiduciary of such estate;

failure by the Assured to identify property included within an estate after having conducted a diligent search and inventory of the estate within 90-days of the Assured's first appointment as Fiduciary of such estate; or

a negligent clerical act, error or omission by or on behalf of the Assured in failing to make timely premium payments or otherwise respond to insurance carrier coverage requests to provide documentation and/or information;

any act, error or omission of the Assured while acting as a trustee under a life insurance trust.

to any Claim arising out of the Assured's services involving investment advice;

This exclusion shall not, however, apply to any Claim brought against the Assured based upon the Assured's alleged negligent retention of a particular investment advisor so long as prior to any such Claim being made, the Assured had conducted a background check on such investment advisor and had instructed the advisor to develop and implement an investment plan based on the "prudent investor" strategy as set forth for in the Uniform Prudent Investor Act or other similar legislation.

to any Claim arising directly or indirectly out of any depreciation or loss of investment when such depreciation or loss arises from fluctuations in any financial stock or commodity or other markets;

to any Claim arising directly or indirectly out of any express or implied warranty or guarantee relating to the financial return of any investment or portfolio of investments;

to any Claim alleging, arising out of, based upon, attributable to, or in consequence of any actual or alleged liability of any Assured under any express contract or agreement.

This exclusion shall not however apply to liability for damages that the Assured would have in the absence of the contract or agreement.

to any loss, cost or expense, directly or indirectly arising out of, resulting as a consequence of, or related to the manufacture, mining, processing, distribution, testing, remediation, removal, storage, disposal, sale, use of, or exposure to asbestos or materials or products containing asbestos, whether or not there is another cause of loss which may have contributed concurrently or in any sequence to a loss;

This exclusion shall not however apply to any Claim brought against the Assured arising out of the provision of Professional Services .

to any loss, costs, or expenses, directly or indirectly arising out of, resulting from or in any manner related to "Fungi" whether or not there is another cause of loss which may have contributed concurrently or in any sequence to a loss.

"Fungi" as utilised herein shall mean any fungus or mycota or any by-product or type of infestation produced by such fungus or mycota, but not limited to mold, mildew, mycotoxins, spores or any biogenic aerosols.

This exclusion shall not however apply to any Claim brought against the Assured arising out of the provision of Professional Services .

any Claim arising from the intentional release or disclosure of Confidential Information by the Assured which is alleged to be in violation of any statute, regulation, ethical rule, court or arbitral order, confidentiality agreement, or any other provision of this Policy .

any Claim arising from the Assured's intentional transmittal of a virus or other electronic infection.

the costs of repairing, replacing, or modifying the Assured's Data Security System or clearing the Assured's Data Security System of viruses and electronic infections, either preventatively or in response to a Data Security Breach , Client Network Infections , and/or Claim against the Assured .

any Data Security Breach or Client Network Infection occasioned by acts of God, war, riot, civil commotion, insurrection or usurpation of governmental power.

any Data Security Breach or Client Network Infection brought about by reason of any governmental authority seizing or gaining access to the Assured's computer or Data Security System .

any proceedings initiated against the Assured before a governmental agency in connection with a Data Security Breach or Client Network Infection , including any audit or other investigation by such governmental agency.

any Claim made by a client of the Assured arising out of the transmittal of a computer virus or other electronic infection from that same client's computer network to the Assured's Data Security System .

any Claim arising out of Social Engineering Fraud ; however, this exclusion shall not apply up to the aggregate sublimit of fifty thousand dollars ($50,000) for all Claims for Social Engineering Fraud solely arising out of the rendering of Professional Services by the Assured .

DEFINITIONS

" Bookkeeper " means one who performs the mechanical recording of debits and credits or the summarizing of financial information for others for a fee.

" Care Manager " means one who provides the following services to others for a fee:

coordinating assistance from paid service providers and/or unpaid help from family and friends to enable individuals with functional limitations to obtain the highest level of independence consistent with their capacity and preferences for care;

face-to-face interviewing of individuals with functional limitations;

assessment of functional limitations;

care plan development for individuals with functional limitations;

administrative and clerical aspects of care plan implementation and monitoring of individuals with functional limitations.

The services performed by a Care Manager do not include:

providing actual health care services directly; or

performing any services in any trade, business or profession other than a Care Manager , including without limitation activities as a nurse or other health care provider.

" Claim " means a demand received by any Assured for money or services outside the Ordinary Course of Business including the service of suit or institution of arbitration proceedings against the Assured .

" Claims Expenses " means:

fees charged by an attorney designated by Underwriters and consented to by the Named Assured , with such consent not to be unreasonably withheld; and

all other fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a Claim , suit or proceeding arising in connection therewith, if incurred by the Underwriters , or by the Assured with the written consent of the Underwriters .

Claims Expenses does not include any costs incurred in the Ordinary Course of Business , nor any salary, overhead or other charges incurred by the Assured for time spent in cooperating in the defense and investigation of any Claim or circumstance which might lead to a Claim notified under this Insurance .

Claims Expenses also does not include any fees, costs, expenses or other charges incurred by the Assured -- or incurred for or on behalf of the Assured -- if such fees, costs, expenses or other charges are payable or reimbursable by any other sources, including but not limited to any applicable trust or estate.

" Client Network Infection " means the actual diagnosed transmittal from the Assured's Data Security System to the computer system of a client for whom the Assured is performing Professional Services of a computer virus or other electronic infection which causes damage to the client's computer or computer network or disrupts the client's business.

" Computer Consultant " means one who provides to others for a fee advice, implementation, support and management of computer based information systems consisting of pre-packaged (not custom) locally-installed software or remote internet-based applications, as well as personal computer hardware together with associated peripheral devices, all in conjunction with other Professional Services aside from those rendered as a Computer Consultant .

" Confidential Information " means personal and/or financial information of a sensitive nature including but not limited to account numbers, account balances, financial statements, tax returns, social security numbers, and medical and/or healthcare information protected by HIPAA.

" Daily Money Manager " means one who provides any of the following services to others for a fee.

paying bills;

preparing budgets;

reconciling accounts;

making bank deposits

balancing check books;

preparing checks for signature;

organizing or reviewing incoming correspondence and/or other miscellaneous documents;

organizing tax records or other similar financial documents; or

tracking/monitoring payments to creditors, insurance companies or medical providers.

The services performed by a " Daily Money Manager " do not include:

incurring debt on behalf of a client;

performing any services on behalf of a person adjudged to be legally incompetent;

signing checks drawn on a client's account or otherwise withdrawing or transferring funds from a client's account other than to pay bills on behalf of a client pursuant to an express client directive or invoice received in the regular course of business;

performing any services in any trade, business or profession other than a Daily Money Manager , including without limitation activities as a lawyer, accountant, property manager, nurse or other health care provider, securities broker, mortgage banker, mortgage broker, independent third party escrow agent, real estate and/or construction advisor, real estate and/or property appraiser, real estate and/or property developer, insurance agent or insurance broker, or activities involving property syndication, real estate investment trusts, limited partnerships or similar investments; or

consultation or training in connection with customized financial software.

" Damages " means a monetary judgment, award or settlement, and shall include:

compensatory damages;

damages calculated as a multiple of compensatory damages (where insurable by law);

punitive or exemplary damages (where insurable by law);

pre-judgment interest; and

post-judgment interest that accrues after entry of judgment and before we have paid, offered to pay or deposited in court that part of judgment within the applicable Limit of Liability .

However, Damages shall not include any amounts for which the Assured is not financially liable or for which there is no legal recourse against the Assured , the costs and expenses of complying with any injunctive or other form of equitable relief, the reimbursement of fees, the payment of sanctions, surcharges or any other matters that may be deemed uninsurable under the law.

" Data Security Breach " means the actual breach, violation, unauthorized interception, unauthorized use, or misuse by any person not employed by, an agent of, or otherwise affiliated with or authorized by the Assured , of any Data Security System maintained by the Assured for the purpose of maintaining Confidential Information concerning the Assured's clients in the course of the Assured's provision of Professional Services .

" Data Security System " means the Assured's computer system and/or computerized network utilized by the Assured to store and/or retrieve Confidential Information concerning the Assured's clients in connection with the Assured's rendering of Professional Services .

" Extended Reporting Period ", if applicable, means the 12 month period of time after the end of the Period of Insurance for reporting Claims arising out of acts, errors or omissions which take place prior to the end of the Period of Insurance and otherwise covered by this Insurance.

" Fiduciary " means an Assured's capacity as:

a guardian, guardian ad litem, or conservator;

an executor or estate administrator;

a bankruptcy administrator;

a representative payee;

a receiver;

an agent or attorney in fact, serving alone without any co-agent, under a written power of attorney for the person or estate of a natural person, not a commercial or charitable entity; or

a trustee, serving alone without any co-trustee, or trust administrator under trusts created by written trust agreement or court order with respect to the estate of natural persons, not commercial or charitable entities (although trust assets may include ownership interests in such entities).

Fiduciary does not mean an Assured's capacity, nor activities as a lawyer, accountant, property manager, nurse or other health care provider, securities broker, mortgage banker, mortgage broker, independent third party escrow agent, real estate and/or construction advisor, real estate and/or property appraiser, real estate and/or property developer, insurance agent or insurance broker, or activities involving property syndication, real estate investment trusts, limited partnerships or similar investments.

" Limit of Liability " means the maximum amount for which Underwriters will be liable as provided herein.

" Ordinary Course of Business " means the usual, routine or customary services, practices and procedures of an Assured in rendering Professional Services , including but not limited to the production of, revision or supplement to an accounting, financial statement, invoice or other similar report or document.

" Period of Insurance " means the period of time between the inception date shown in the Declarations and the effective date of termination, expiration or cancellation of this Insurance and specifically excludes any Extended Reporting Period hereunder.

" Personal Injury " means:

false arrest, detention or imprisonment, wrongful entry or eviction or other invasion of the right of private occupance, or malicious prosecution; and/or

libel or slander or other defamatory or disparaging material, or a publication or an utterance in violation of an individual's right of privacy.

" Professional Services " means services provided by an Assured to others for a fee, unless acting as a volunteer or in an official pro bono capacity, on behalf of the Named Assured in any of the following capacities:

Fiduciary

Daily Money Manager

Computer Consultant

Care Manager

Bookkeeper

" Social Engineering Fraud " means the fraudulent, deceptive, or intentional practice of causing others, by means of hacking, phishing, spear phishing, smishing, spoofing, business e-mail compromise, or other similar electronic, telephonic, or other schemes, devices, or ploys seeking to impersonate legitimate persons or entities or influence transactions, to transmit funds or other assets of value electronically or otherwise to persons, entities, or accounts that are not the recipients intended to receive the funds or assets.

" Underwriters " means those certain underwriters at Lloyd's of London subscribed to the Insurance afforded hereby.

Whenever the singular form of a word is used herein, the same shall include the plural when required by the context.

LIMIT OF LIABILITY

The Limit of Liability stated in the Declarations as "per Claim" is the limit of the Underwriters ' liability for all Damages and Claims Expenses arising out of the same, related or continuing Professional Services without regard to the number of Assureds , Claims or claimants.

The Limit of Liability stated in the Declarations as "Aggregate" is the total limit of the Underwriters ' liability for all Damages and Claims Expenses arising out of Claims or circumstances which might lead to a Claim first made and reported to the Underwriters during the Period of Insurance or during the Extended Reporting Period and Claims arising out of the same, related or continuing Professional Services as such Claims or circumstances which might lead to a Claim .

The Limit of Liability for the Extended Reporting Period shall be part of, and not in addition to, the Limits of Liability of the Underwriters for the Period of Insurance .

In the event that Underwriters agree to pay Claims Expenses solely pursuant to the defense provision contained in section IV.A of this Policy , the applicable per Claim limit of Underwriters ' liability for all Claims Expenses arising out of the same, related or continuing Professional Services without regard to the number of Assureds , Claims or claimants shall be twenty-five percent (25%) of the Limit of Liability denoted in the Declarations as "per Claim".

If both Damages covered by this Insurance and damages not covered by this Insurance are incurred, either because a Claim against any Assured includes both covered and uncovered matters or because a Claim is made against both Assureds and others, the Assured and Underwriters shall use their best efforts to agree upon a fair and proper allocation of such amount between covered Damages and Claims Expenses and uncovered portions of damages, settlements, judgments and/or claims expenses.

Notwithstanding Section VI. E above, Underwriters , at their sole discretion, have the right and the option to pay for non-covered damages, settlements, judgments and/or claims expenses, in which event the Assured agrees to repay Underwriters for any amounts so paid.

Additionally, notwithstanding Section VI. E above, any Damages or Claims Expenses payments made by Underwriters shall be repaid to Underwriters by the Assured in the event and to the extent that the Assured shall not be entitled under the terms and conditions of this Insurance to payment of such Damages or Claims Expenses .

The Limit of Liability stated in the Declarations as "per Claim" for Data Security Breach and Client Network Infection coverage is the limit of Underwriters' liability for all Damages and Claims Expenses arising out of such exposures without regard to the number of Assureds , Claims or claimants.

The Limit of Liability stated in the Declarations as "Aggregate" for Data Security Breach and Client Network Infection coverage is the total limit of Underwriters' liability for all Damages and Claims Expenses arising out of such Claims or circumstances which might lead to such a Claim first made and reported to Underwriters during the Period of Insurance or during the Extended Reporting Period .

The Aggregate Limit of Liability for all coverages indicated in the Declarations is the most Underwriters' will pay in the aggregate for all amounts payable by Underwriters' for all coverages afforded under this Policy .

DEDUCTIBLE

The Deductible amount stated in the Declarations, shall be satisfied by payments by the Assured of Damages and Claims Expenses resulting from each Claim first made and reported to the Underwriters during the Period of Insurance and the Extended Reporting Period as a condition precedent to the payment by the Underwriters of any amounts hereunder and the Underwriters shall be liable only for amounts in excess of such Deductible subject to Underwriters ' total liability not exceeding the limit set forth in Item 3 of the Declarations. The Assured shall make direct payments within the Deductible to appropriate other parties designated by the Underwriters .

If the Assured , at Underwriters ' written request, submits a Claim to alternative dispute resolution in accordance with the rules of the American Arbitration Association or the Defense Research Institute, and such Claim is settled through this process, the Deductible obligation stated in the Declarations shall be deemed to be fifty percent (50%).

INNOCENT ASSURED

Whenever coverage under this Insurance would be excluded, suspended or lost:

because of any exclusion relating to criminal, dishonest, fraudulent or malicious acts, errors or omissions by any Assured , and with respect to which any other Assured did not personally participate or personally acquiesce or remain passive after having personal knowledge thereof, or

because of non-compliance with Clause XI Notice of Claim or Circumstance that may lead to a Claim , with respect to which any other Assured shall be in default solely because of the failure to give such notice or concealment of such failure by one or more Assureds responsible for the loss or damage otherwise insured hereunder,

the Underwriters agree that such insurance as would otherwise be afforded under this Policy shall cover and be paid with respect to those Assureds who did not personally commit or personally participate in committing or personally acquiesce in or remain passive after having personal knowledge of (a) one or more of the acts, errors or omissions described in any such exclusion; or (b) such failure to give notice, provided that if the condition be one with which such Assured can comply, after receiving knowledge thereof, the Assured entitled to the benefit of Clause VIII shall comply with such condition promptly after obtaining knowledge of the failure of any other Assured hereunder to comply therewith.

With respect to this provision, the Underwriters ' obligation to pay in such event shall be in excess of the Deductible and in excess of the full extent of any assets of any Assured to whom the exclusion applies. Coverage under this Innocent Assured section shall only apply to Claims not otherwise subject to coverage under any crime endorsement offered to the Named Assured by Underwriters , whether purchased or not. In no event shall the Underwriters ' obligation to pay exceed the Limit of Liability stated in Item 3 of the Declarations. Additionally, in no event shall the Underwriters ' obligation to pay Claim Expenses exceed the Limit of Liability stated in Clause VI.D of the Policy .

EXTENDED REPORTING PERIOD

Extended Reporting Period Options

Automatic Extended Reporting Period

If Underwriters or the Assured shall cancel or elect not to renew this policy, the Named Assured designated in Item 1 of the Declarations shall have the right following the effective date of such cancellation or non-renewal to a period of sixty (60) days (herein referred to as the "Automatic Extended Reporting Period ") in which to give written notice to Underwriters of Claims first made against the Assured during the Automatic Extended Reporting Period for any wrongful act occurring prior to the end of the policy period and otherwise covered by this Policy . The Automatic Extended Reporting Period shall not apply to Claims that are covered under any subsequent insurance you purchase or which is purchased for the Assured's benefit, or that would be covered by such subsequent insurance but for: (1) the exhaustion of the amount of insurance applicable to such Claims; or (2) any applicable retention or deductible.

Optional Extended Reporting Period

In the event of cancellation or non-renewal of this Insurance by Underwriters or the Assured , the Named Assured designated in Item 1 of the Declarations shall have the right, upon payment in full and not proportionally or otherwise in part of one hundred percent (100%) of the Premium set forth in Item 5 of the Declarations to have issued an endorsement providing a 12 month Extended Reporting Period for Claims first made against any Assured and reported to the Underwriters during the Extended Reporting Period , subject to the conditions set forth in the definition of Extended Reporting Period herein.

Optional Retirement Extended Reporting Period

In the event of non-renewal of this Insurance because of retirement (where the Named Assured permanently ceases to render Professional Services ) by the Named Assured designated in Item 1 of the Declarations, provided that the Named Assured is a sole practitioner, the Named Assured shall have the right to have issued an endorsement providing a 12 months Extended Reporting Period for Claims first made against any Assured and reported to the Underwriters during the Extended Reporting Period , subject to the conditions set forth in the definition of Extended Reporting Period herein.

The calculation of the additional Premium for the Extended Reporting Period endorsement shall be according to the following table:

For Assureds who have purchased insurance coverage under this program for a period of three consecutive years or less -- an additional premium of one hundred percent (100%) of the expiring annual policy premium.

For Assureds who have purchased insurance coverage under this program for a period of four consecutive years -- an additional premium of ninety percent (90%) of the expiring annual policy premium.

For Assureds who have purchased insurance coverage under this program for a period of five consecutive years -- an additional premium of eighty percent (80%) of the expiring annual policy premium.

For Assureds who have purchased insurance coverage under this program for a period of six consecutive years -- an additional premium of seventy percent (70%) of the expiring annual policy premium.

For Assureds who have purchased insurance coverage under this program for a period of seven consecutive years -- an additional premium of sixty percent (60%) of the expiring annual policy premium.

For Assureds who have purchased insurance coverage under this program for a period of eight or more consecutive years -- an additional premium of fifty percent (50%) of the expiring annual policy premium.

In order for the Named Assured to invoke the Extended Reporting option, the payment of the premium for the Extended Reporting Period must be paid to Underwriters within 30 days of the non-renewal or cancellation.

The Limit of Liability for the Extended Reporting Period shall be part of, and not in addition to, the Limits of Liability of the Underwriters for the Period of Insurance .

The quotation by Underwriters of a different premium or deductible or limits of liability or changes in policy language for the purpose of renewal shall not constitute a refusal to renew by the Underwriters .

The right to the Extended Reporting Period shall not be available to the Named Assured where cancellation or non-renewal by the Underwriters is due to non-payment of premium or failure of an Assured to pay such amounts in excess of the applicable Limit of Liability or within the amount of the applicable Deductible .

All notices and premium payments with respect to the Extended Reporting option shall be directed to Underwriters through the entity named in Item 9 of the Declarations.

At the commencement of the Extended Reporting Period the entire premium shall be deemed earned, and in the event the Named Assured terminates the Extended Reporting Period for any reason prior to its natural expiration, Underwriters will not be liable to return any premium paid for the Extended Reporting Period .

OTHER INSURANCE

This insurance shall apply in excess of any other valid and collectible insurance available to any Assured , unless such other insurance is a surety bond or is written only as specific excess insurance over the Limit of Liability of this Policy.

NOTICE OF CLAIM, OR CIRCUMSTANCE THAT MAY LEAD TO A CLAIM

If any Claim is made against the Assured , the Assured shall immediately forward to Underwriters through persons named in Item 7 of the Declarations every demand, notice, summons or other process received by him or his representative.

If during the Period of Insurance the Assured first becomes aware of any act, error or omission that could reasonably be the basis for a Claim it must give written notice to Underwriters through persons named in Item 7 of the Declarations as soon as practicable during the Period of Insurance of:

the specific act, error or omission; and

the injury or damage which may result or has resulted from the act, error or omission; and

the circumstance by which the Assured first became aware of the act, error or omission.

Any subsequent Claim made against the Assured which is the subject of the written notice shall be deemed to have been made at the time written notice was first given to Underwriters .

In the event the Assured becomes aware of a Data Security Breach or Client Network Infection , the Assured shall promptly notify Underwriters , through persons named in Item 7 of the Declarations, of such occurrence regardless of whether a Claim has been made against the Assured .

With respect to any actual or potential Data Security Breach or Client Network Infection Claim , the Assured consents to Underwriters engaging, at their own expense, a computer forensics specialist or security specialist to investigate the circumstances surrounding the Claim , and the Assured agrees to cooperate fully with any such specialist.

A Claim shall be considered to be reported to the Underwriters when notice is first given to Underwriters through persons named in Item 7 of the Declarations of the Claim or of an act, error or omission which could reasonably be expected to give rise to a Claim .

All Claims arising out of the same, continuing or related Professional Services shall be considered a single Claim and deemed to have been made at the time the first of the related Claims is reported to Underwriters and shall be subject to one Limit of Liability .

In the event of non-renewal of this Insurance by the Underwriters , the Assured shall have sixty (60) days from the expiration date of the Period of Insurance to notify Underwriters of Claims made against the Assured during the Period of Insurance which arises out of any act, error or omission which took place prior to the termination date of the Period of Insurance and otherwise covered by this Insurance.

If any Assured shall make any Claim under this Policy knowing such Claim to be false or fraudulent, as regards amount or otherwise, this Policy shall become null and void and all coverage hereunder shall be forfeited.

ASSISTANCE AND COOPERATION OF THE ASSURED

The Assured shall co-operate with the Underwriters in all investigations, including investigations regarding the application and coverage under this Insurance and, upon the Underwriters ' request, assist in making settlements, in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization other than an employee of any Assured who may be liable to the Assured because of acts, errors or omissions with respect to which insurance is afforded under this Policy ; and the Assured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Assured shall not, except at his own cost, admit liability, make any payment, assume any obligation, incur any expense, enter into any settlement, stipulate to any judgment or award or otherwise dispose of any Claim without the consent of the Underwriters .

ACTION AGAINST UNDERWRITERS

No action shall lie against the Underwriters unless, as a condition precedent thereto, there shall have been full compliance with all terms of this Insurance , nor until the amount of the Assured's obligation to pay shall have been finally determined either by judgment or award against the Assured after actual trial or arbitration or by written agreement of the Assured , the claimant and the Underwriters .

Any person or organization or the legal representative thereof who has secured such judgment, award or written agreement shall thereafter be entitled to make a Claim under this Policy to the extent of the insurance afforded by this Policy . No person or organization shall have any right under this Insurance to join the Underwriters as a party to an action or other proceeding against the Assured to determine the Assured's liability, nor shall the Underwriters be impleaded by the Assured or his legal representative.

Bankruptcy or insolvency of the Assured or of the Assured's estate shall not relieve the Underwriters of any of their obligations hereunder.

SUBROGATION

In the event of any payment under this Insurance , the Underwriters shall be subrogated to all the Assured's rights of recovery therefor against any person or entity and the Assured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Assured shall do nothing after the payment of Damages by Underwriters to prejudice such rights.

CHANGES

Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Insurance or estop the Underwriters from asserting any right under the terms of this Insurance ; nor shall the terms of this Insurance be waived or changed, except by endorsement issued to form a part of this Insurance , signed by Underwriters .

CHANGE IN MEMBERSHIP OF FIRM

Any additions to the list of Fiduciaries in the application which take place during the Period of Insurance must be immediately reported to Underwriters in the event that:

the total number of new Fiduciaries brought into or added to the firm during the Period of Insurance increases the number of Fiduciaries as stated in the application for coverage by 5 persons or 10% of the total number of Fiduciaries listed in the application, whichever amount is greater; or

any Fiduciary brought into or added to the firm during the Period of Insurance had been or was in the process of being reprimanded or censured by any court or association body or disqualified or prohibited from practicing in a specified area of Professional Services ; or

prior to joining the firm, any Claim had been made against the Fiduciary or the Fiduciary had become aware of circumstances that might lead to a Claim .

Underwriters expressly reserve the right to demand a premium adjustment in the event that any additions to the list of Fiduciaries in the application for this Insurance meet the criteria set forth in the paragraphs immediately above.

MERGERS AND ACQUISITIONS

The Named Assured shall be required to give written notice to the Underwriters prior to the completion of a merger or acquisition by or of the Named Assured and Underwriters expressly reserve the right to

demand a premium adjustment if this Insurance is to remain in force subsequent to any merger or acquisition.

ASSIGNMENT

The interest hereunder of any Assured is not assignable. If the Assured shall die or be adjudged incompetent, this Insurance shall cover the Assured's legal representative as the Assured with respect to liability previously incurred and covered by this Insurance.

CANCELLATION

This Policy may be canceled by the Named Assured by surrender thereof to Underwriters or by mailing to Underwriters written notice stating when thereafter the cancellation shall be effective. This Insurance may be canceled by the Underwriters by mailing to the Named Assured at the address shown in the Declarations written notice stating when not less than 60 days thereafter such cancellation shall be effective. However, if the Underwriters cancel this Insurance because the Assured has failed to pay a premium when due this Insurance may be canceled by the Underwriters by mailing a written notice of cancellation to the Named Assured at the address shown in the Declarations stating when not less than 10 days thereafter such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the Period of Insurance . Delivery (where permitted by law) of such written notice either by the Named Assured or by the Underwriters shall be equivalent to mailing.

If the Named Assured cancels this Insurance , earned premium shall be computed in accordance with the attached short rate table and procedure. If the Underwriters cancel this Insurance , earned premium shall be computed pro rata. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation.

ENTIRE CONTRACT

By acceptance of this Policy the Assured agrees that the statements in the Declarations and application are his agreements and representations, that this Insurance is issued in reliance upon the truth of such representations and that this Policy embodies all agreements existing between the Assured and the Underwriters relating to this Insurance.

NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - DIRECT

This Policy does not apply:

Under any liability coverage, to injury, sickness, disease, death or destruction:

with respect to which an Assured under the Policy is also an Assured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an Assured under any such policy but for its termination upon exhaustion of its Limit of Liability ; or

resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the Assured is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization.

Under any medical payments coverage, or under any supplementary payments provision relating to immediate medical or surgical relief, to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization.

Under any liability coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if:

the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an Assured or (2) has been discharged or dispersed therefrom;

the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an Assured ; or

the injury, sickness, disease, death or destruction arises out of the furnishing by an Assured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion 3 applies only to injury to or destruction of property at such nuclear facility.

As used in this Clause (XXI):

"hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear material or by-product material; "source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; "waste" means any waste material (1) containing by-product material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph 1 or 2 thereof; "nuclear facility" means:

any nuclear reactor,

any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste,

any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the Assured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235,

any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. With respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of radioactive contamination of property.

It is understood and agreed that, except as specifically provided in the foregoing to the contrary, this clause is subject to the terms, exclusions, conditions and limitations of the Policy of which it is a part.

In relation to liability arising outside the USA, its Territories or Possessions, Puerto Rico or the Canal Zone, the Policy does not cover any liability of whatsoever nature directly or indirectly caused by or

contributed to by or arising from ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel.

SERVICE OF SUIT

It is agreed that in the event of the failure of the Underwriters to pay any amount claimed to be due under this Insurance , the Underwriters , at the request of the Named Assured , will submit to the jurisdiction of a court of competent jurisdiction within the United States. This clause does not constitute and should not be understood to constitute an agreement by Underwriters that an action is properly maintained in a specific forum, nor may it be construed as a waiver of the Underwriters ' rights to commence an action in a court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any State of the United States, all of which rights the Underwriters expressly reserve. It is further agreed that service of process in such suit may be made upon the persons named in Item 8 of the Declarations and that in any suit instituted against any one of them upon this policy the Underwriters will abide by the final decision of such court or of any Appellate Court in the event of an appeal.

The persons named in Item 8 of the Declarations are authorized and directed to accept service of process on behalf of the Underwriters in any such suit and/or upon the request of the Named Assured to give written undertaking to the Named Assured that they will enter a general appearance upon Underwriters ' behalf in the event such a suit shall be instituted. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, Underwriters hereon hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute or his successor or successors in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Named Assured or any beneficiary hereunder arising out of this policy of insurance, and hereby designate the persons named in Item 8 of the Declarations as the persons to whom the said officer is authorized to mail such process or a true copy thereof.

SHORT RATE CANCELLATION TABLE

Notwithstanding anything to the contrary contained herein and in consideration of the premium for which this Insurance is written it is agreed that in the event of cancellation thereof by the Assured the Earned Premium shall be computed as follows:

For insurance written for one year:

Days In Force

%

Days In Force

%

Days In Force

%

Days In Force

%

1 5 66-69 29 154-156 53 256-260 77

2 6 70-73 30 157-160 54 261-264 78

3-4 7 74-76 31 161-164 55 265-269 79

5-6 8 77-80 32 165-167 56 270-273 (9 months) 80

7-8 9 81-83 33 168-171 57 274-278 81

9-10 10 84-87 34 172-175 58 279-282 82

11-12 11 88-91 (3 months) 35 176-178 59 283-287 83

13-14 12 92-94 36 179-182 (6 months) 60 288-291 84

15-16 13 95-98 37 183-187 61 292-296 85

17-18 14 99-102 38 188-191 62 297-301 86

19-20 15 103-105 39 192-196 63 302-305 (10 months) 87

21-22 16 106-109 40 197-200 64 306-310 88

23-25 17 110-113 41 201-205 65 311-314 89

26-29 18 114-116 42 206-209 66 315-319 90

30-32 (1 month) 19 117-120 43 210-214 (7 months) 67 320-323 91

33-36 20 121-124 (4 months) 44 215-218 68 324-328 92

37-40 21 125-127 45 219-223 69 329-332 93

41-43 22 128-131 46 224-228 70 333-337 (11 months) 94

44-47 23 132-135 47 229-232 71 338-342 95

48-51 24 136-138 48 233-237 72 343-346 96

52-54 25 139-142 49 238-241 73 347-351 97

55-58 26 143-146 50 242-246 (8 months) 74 352-355 98

59-62 (2 months) 27 147-149 51 247-250 75 356-360 99

63-65 28 150-153 (5 months) 52 251-255 76 361-365 (12 months) 100

% = Percentage of annual premium deemed earned

For insurances written for more or less than one year:

If insurance has been in force for 12 months or less, apply the standard short rate table for annual insurances to the full annual premium determined as for an insurance written for a term of one year.

If insurance has been in force for more than 12 months:

Determine full annual premium as for an insurance written for a term of one year.

Deduct such premium from the full insurance premium, and on the remainder calculate the pro rata Earned Premium on the basis of the ratio of the length of time beyond one year the insurance has been in force to the length of time beyond one year for which the insurance was originally written.

Add premium produced in accordance with items a and b to obtain Earned Premium during full period insurance has been in force.

FPL Policy Form (02/18)